-----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, B4rNwYsf3Pfy0Ms0QcjP+knp4nrpEo3bVjArfjNm3o7NA04loaKWYUrIDEg9D+0v IQaXM18SRSJolZuQCHDsRQ== 0001094862-00-000004.txt : 20000107 0001094862-00-000004.hdr.sgml : 20000107 ACCESSION NUMBER: 0001094862-00-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000106 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 13D SEC ACT: SEC FILE NUMBER: 005-57233 FILM NUMBER: 502638 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 13D 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 13D 1 SCHEDULE 13D - PRISON REALTY TRUST, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Prison Realty Trust, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74264N10 (CUSIP Number) David Dreman Dreman Value Management, LLC 10 Exchange Place, Suite 2150 Jersey City, New Jersey 07302-3913 (210) 793-2000 with copies to: Steven M. Felsenstein, Esquire Stradley, Ronon, Stevens &Young, LLP 2600 One Commerce Square Philadelphia, Pennsylvania 19103-7089 (215) 564-8074 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) January 5, 2000 (Date of Event which Requires Filing of this Statement) Cover Page 1 CUSIP NUMBER: 74264N10 1. Name(s) of Reporting Person: Dreman Value Management, L.L.C. IRS Identification number: 22-3499132 2. Member of a Group: (a) ____ (b) ____ 3. SEC Use Only: ________ 4. Source of Funds: WC 5. Check if legal proceedings disclosed: ____ 6. Citizenship: State of Delaware 7. Sole Voting Power: 12,581,140 shares 8. Shared Voting Power: 66,150 shares 9. Sole Disposition Power: 13,324,690 shares 10. Shared Disposition Power: None 11. Aggregate Amount Beneficially owned: 13,324,690 shares 12. Check if line 11 excludes shares: ____ 13. Percent of class on line 11: 11.25% 14. Type of Reporting Person: IA ITEM 1. Security and Issuer This statement (the "Statement") relates to the common stock (the "Shares") of Prison Realty Trust, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 10 Burton Hills Boulevard, Suite 100, Nashville, TN 37215. ITEM 2. Identity and Background (a) This Statement is being filed by Dreman Value Management, L.L.C. (the "Reporting Person"). The Reporting Person is a Delaware limited liability company. (b) The business address of the Reporting Person is 10 Exchange Place, Suite 2150, Jersey City, NJ 07302-3913. (c) N/A. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding. (e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order, as specified in this item. (f) Delaware L.L.C. ITEM 3. Source and Amount of Funds or Other Consideration The amount of funds used in purchasing the Shares (including commissions thereon) was $159,863,118.43. The funds used to acquire the Shares represent available cash balances of the Reporting Person and its advisory client accounts. ITEM 4. Purpose of Transaction The Reporting Person acquired Shares of the Issuer for investment in the ordinary course of its business. The Reporting Person has previously reported these investments on Form 13G. The Reporting Person now reserves the right to have discussions with the issuer or others concerning various operational and financial aspects of the Issuer's business and various ways in which the Issuer could maximize shareholder value, and regarding issuer-proposed corporate actions. The Reporting Person will monitor corporate actions to evaluate the fairness of any such actions to minority shareholders. Depending on market conditions and other factors that the Reporting Person may deem material to its investment decision, such Reporting Person may purchase or cause clients to purchase additional Shares in the open market or in private transactions. Depending on these same factors, such Reporting Person may sell, or cause clients to sell, all or a portion of the Shares that it now owns or hereafter may acquire in the open market or in private transactions. Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act, but will continue to review this position based upon further developments. ITEM 5. Interest in Securities of Issuer. (a) As of the date of this Statement, the Reporting Person beneficially owns 13,324,690 Shares of the Issuer, constituting 11.25% of the class of securities identified pursuant to Item 1. This percentage is based on the belief that 118,381,951 Shares of the Issuer are outstanding, as of November 8, 1999, as set forth in the Issuer's most recent Proxy Statement for its Annual Meeting of Shareholders mailed on or about November 10, 1999. (b) The Reporting Person has sole and shared voting and dispositive power with respect to 13,324,690 Shares of the Issuer. (c) During the past 60 days, the person filing this Statement has engaged in the following transactions in Shares of the Issuer: DATE NUMBER OF SHARES PRICE PER SHARE PURCHASED (SOLD) 11/5/99 30,000 9.9050 11/8/99 20 9.7500 11/8/99 43,000 9.7466 11/9/99 35,000 9.7443 11/10/99 500 9.3425 11/10/99 75,000 9.3077 11/10/99 4,700 9.5925 11/11/99 4,500 9.0769 11/11/99 4,100 9.1303 11/11/99 600 9.0769 11/11/99 500 9.1303 11/11/99 1,100 9.0769 11/11/99 1,000 9.1303 11/11/99 20,500 9.1303 11/11/99 19,400 9.0769 11/11/99 5,600 9.0769 11/11/99 5,400 9.1303 11/11/99 11,400 9.0769 11/11/99 10,900 9.1303 11/11/99 57,400 9.0769 11/11/99 52,600 9.1303 11/12/99 5,000 9.3048 11/12/99 76,100 9.3048 11/15/99 50,000 9.3016 11/15/99 5,100 9.3805 11/15/99 37,000 9.3016 11/16/99 6,700 9.2516 11/16/99 50 9.2500 11/16/99 30 9.2500 11/16/99 1,700 9.2800 11/16/99 3,800 9.2516 11/16/99 85,800 9.2516 11/16/99 2,200 9.2516 11/17/99 4,800 9.1750 11/17/99 4,100 9.1750 11/17/99 1,600 9.1750 11/17/99 4,500 9.1750 11/17/99 2,100 9.1750 11/17/99 300 9.1750 11/17/99 900 9.1750 11/17/99 100,000 9.1325 11/18/99 244,000 8.4073 11/18/99 128,400 8.4073 11/18/99 2,600 8.4073 11/19/99 98,000 9.1633 11/19/99 2,000 9.1633 11/22/99 75,500 10.0841 11/23/99 10,500 9.1847 11/23/99 58,300 9.1847 11/23/99 1,200 9.1847 11/24/99 200 8.8028 11/29/99 5,450 7.8125 11/29/99 1,000 7.9675 11/30/99 18,000 8.1433 11/30/99 53,300 8.1041 11/30/99 40 8.1875 11/30/99 40 8.1250 11/30/99 2,100 7.9576 11/30/99 14,000 8.1433 12/01/99 6,000 8.1368 12/01/99 6,000 8.1368 12/02/99 4,300 7.8314 12/02/99 850 7.8125 12/02/99 200 8.0300 12/03/99 7,800 7.6997 12/03/99 600 7.6998 12/03/99 500 7.6997 12/03/99 13,600 7.6997 12/03/99 1,100 7.6997 12/03/99 1,000 7.6997 12/07/99 4,800 7.5110 12/07/99 90 7.7500 12/07/99 90 7.7500 12/10/99 3,800 6.8185 12/13/99 7,600 7.7475 12/13/99 5,600 7.4686 12/14/99 2,300 7.4485 12/14/99 90 7.3126 12/14/99 90 7.3126 12/15/99 3,600 7.5322 12/15/99 150 7.6867 12/15/99 270 7.6037 12/15/99 900 7.5000 12/21/99 50 6.6250 12/21/99 50 6.6250 12/23/99 2,100 5.8929 12/27/99 2,300 5.0549 12/27/99 600 5.0549 12/27/99 2,400 5.0549 12/27/99 600 5.0549 12/27/99 2,600 5.0549 12/27/99 600 5.0549 12/28/99 1,000 5.1550 12/29/99 2,100 5.1373 12/30/99 350 5.0925 01/03/00 470 4.9373 Each of the above transactions was effected in the open market through the [National Association of Securities Dealers, Inc. Automated Quotation System (NASDAQ). The Reporting Person beneficially owns no Shares of the Issuer except as set forth herein. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the investment advisory agreements between the Reporting Person and its advisory clients, there are no contracts or arrangements regarding the authority of the Reporting Person in connection with the securities of the Issuer. ITEM 7. Materials to be filed. None. SIGNATURES: 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. Dreman Management Investment, L.L.C. By: /s/ Nelson Woodard Nelson Woodard, Managing Director -----END PRIVACY-ENHANCED MESSAGE-----