-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G5U/Y4ueAmZhB+1n7Fntbj/BqIhlZloIqCDgwaJwt4gBkauEGd7eCl3dCSMZ8L/Q E+r3Sw3ScfYJZgRGPKWFPQ== 0001003550-99-000090.txt : 19991213 0001003550-99-000090.hdr.sgml : 19991213 ACCESSION NUMBER: 0001003550-99-000090 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRISON REALTY TRUST INC CENTRAL INDEX KEY: 0001070985 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621763875 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-57233 FILM NUMBER: 99772205 BUSINESS ADDRESS: STREET 1: 10 BURTON HILLS BOULEVARD STREET 2: SUITE 100 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6152630200 MAIL ADDRESS: STREET 1: 10 BURTON HILLS BOULEVARD STREET 2: SUITE 100 CITY: NASHVILLE STATE: TN ZIP: 37215 FORMER COMPANY: FORMER CONFORMED NAME: PRISON REALTY CORP DATE OF NAME CHANGE: 19980924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DREMAN VALUE MANAGEMENT L L C CENTRAL INDEX KEY: 0001055282 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 EXCHANGE PLACE CITY: JERSEY CITY STATE: NJ ZIP: 07203 BUSINESS PHONE: 2017932000 MAIL ADDRESS: STREET 1: 10 EXCHANGE PLACE CITY: JERSEY CITY STATE: NJ ZIP: 07203 SC 13G 1 SCH. 13G: PRISON REALTY TRUST, INC. -------------------------- OMB APPROVAL -------------------------- -------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response.........14.90 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Prison Realty Trust, Inc. (Name of Issuer) Common (Title of Class of Securities) 74264N10 (CUSIP Number) November 30, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) /_/ Rule 13d-1(c) /_/ Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (3/98) Page 1 of 6 pages CUSIP No.: 74264N10 1. NAMES OF REPORTING PERSONS. Dreman Value Management, L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). I.R.S. No. 22-3499132 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS). (a) /_/ (b) /_/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 12,575,070 6. SHARED VOTING POWER 81,850 7. SOLE DISPOSITIVE POWER 13,347,320 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,347,320 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.28% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA SEC 1745 (3-98) Page 2 of 6 pages [Pages 3-4 of 6, which contain the sections entitled "Instructions for Schedule 13G," "Special Instructions for Compliance with Schedule 13G," and Sections A. to C. of the "General Instructions" have been omitted.] Item 1. (a) Name of Issuer: Prison Realty Trust, Inc. (b) Address of Issuer's Principal Executive Offices: 10 Burton Hills Blvd., Suite 100 Nashville, TN 37215 Item 2. (a) Name of Person Filing: Dreman Value Management, L.L.C. (b) Address of Principal Business Office or, if none, Residence: 10 Exchange Place, Suite 2150 Jersey City, NJ 07302-3913 (c) Citizenship: State of Delaware (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 74264N10 Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) /_/ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) /_/ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) /_/ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) /_/ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) /X/ An investment adviser in accordance with ss.240.13d-1(b) (1)(ii)(E); (f) /_/ An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) /_/ A parent holding company or control person in accordance with ss.240.13d-1(b)(i)(ii)(G); (h) /_/ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) /_/ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) /_/ Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). SEC 1745 (3-98) Page 4 of 6 pages Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 13,347,320 (b) Percent of class: 11.28% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 12,575,070 (ii) Shared power to vote or to direct the vote: 81,850 (iii) Sole power to dispose or to direct the disposition of: 13,347,320 (iv) Shared power to dispose or to direct the disposition of: 0 Instruction: For computations regarding securities which represent a right to acquire an underlying security see ss.240.13d-3(d)(1). Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following /_/. Instruction. Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A Item 10. Certification. (a) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(b): SEC 1745 (3-98) Page 5 of 6 pages By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 9, 1999 Date /S/ NELSON WOODARD Signature Nelson Woodard, Managing Director Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements of omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). SEC 1745 (3-98) Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----