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Correctional Services and Youth Services International Agree to Merge.


SARASOTA, Fla. & OWINGS MILLS, Md.--(BUSINESS WIRE)--Sept. 24, 1998--Correctional Services Corporation ("CSC") (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
 NMS See NetWare Management System. :CSCQ CSCQ Centre Suisse de Contrôle de Qualité (French: Organisation for Quality Control of Medical Analysis; Switzerland)
CSCQ China Soaring Crane Qigong
CSCQ Conseil de la Santé Communautaire du Québec
) and Youth Services International, Inc. ("YSI YSI Yousendit (File Transfer Website)
YSI Youth Science Institute
YSI You Stupid Idiot
") (NASDAQ NMS: YSII) today announced that they have entered into a definitive merger agreement under which each outstanding share of YSI common stock will be converted into .375 shares of CSC common stock. Under the merger agreement, YSI will become a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of CSC.

The merger will enhance CSC's position as a leading developer and manager of privatized juvenile and adult correctional and detention facilities in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . On a combined basis, CSC and YSI currently operate 63 programs with nearly 11,000 beds in 20 states and Puerto Rico.

"The combination of CSC and YSI creates a company with unmatched capabilities in the delivery of state of the art juvenile services. The addition of YSI's transitional and academy oriented programs to CSC's secure programs will allow us to offer governmental agencies the broadest spectrum of quality solutions for adjudicated youth, from first time offenders to the most serious habitual offenders," stated James F. Slattery, CSC's Chairman & CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . Mr. Slattery further stated, "Since many of the facilities of each company are in states not yet serviced by the other, we believe significant new marketing opportunities will become available. Under the direction of Jim Irving, CSC's Vice President/Juvenile Justice Division, we are confident our expanded scope of services will result in enhanced opportunities and accelerated growth. We expect the transaction to be accretive to our 1999 earnings".

Commenting on the merger, Timothy P. Cole, YSI's Chairman and CEO stated, "This merger provides great strategic benefits. Access to resources, quality of programs and commitment to youth are all greatly enhanced through this combination."

This transaction is expected to be accounted for as a pooling-of-interests and to qualify as a tax-free reorganization. This transaction is subject to various conditions, including approval by appropriate governmental agencies and the stockholders of CSC and YSI. The Board of Directors of each company unanimously approved the transaction and recommended its approval by its stockholders.

J.C. Bradford & Co., acted as financial advisor to CSC for this transaction, while SunTrust Equitable Securities represented YSI.

Correctional Services Corporation is a leading developer and manager of privatized correctional and detention facilities in the United States. Through its three divisions; Adult, Juvenile, and Community Corrections the Company provides a diverse range of programs and services to local, state, and federal governmental agencies. The Company has 35 contracts to manage facilities in Florida, New York Florida is the name of some places in the U.S. state of New York:
  • Florida, Montgomery County, New York, a town.
  • Florida, Orange County, New York, a village.
, Arizona, Texas, Mississippi, New Mexico, Washington State, Oklahoma, Puerto Rico and Georgia with an aggregate of 7,914 beds.

Youth Services International Incorporated is headquartered in Owings Mills, Maryland Owings Mills is an unincorporated community and a census-designated place in Baltimore County, Maryland, United States. The population was 20,193 at the 2000 census. Owings Mills is home to the northern terminus for the Baltimore Metro Subway and to Owings Mills Mall.  and provides services to over 3,000 juveniles in 13 states.

SAFE HARBOR Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  OF 1995

This press release contains forward-looking statements involving various risks and uncertainties. There can be no assurance that the merger will be consummated. Even if consummated, actual results, including the level of earnings of both CSC and YSI, and the success of the proposed merger, could differ materially from those projected due to factors which may include difficulties in the assimilation of operations, diversification of management's attention from other business concerns, other acquisition risks, population fluctuations, market and industry conditions, government funding and availability of financing. These and other risk factors are outlined in the reports filed by the Company with the Securities and Exchange Commission.
COPYRIGHT 1998 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1998, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Sep 24, 1998
Words:576
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