-----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, S6rhkHPz+CfjTKIeyLkSIvgl7tN+QUak9L0dK915z4xDz2HZBS/uFU7z/jGJB+cW CEb84WkS0lZn8KdOZW0HRg== 0000950144-96-003046.txt : 19960603 0000950144-96-003046.hdr.sgml : 19960603 ACCESSION NUMBER: 0000950144-96-003046 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-03009 FILED AS OF DATE: 19960530 EFFECTIVENESS DATE: 19960530 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORRECTIONS CORPORATION OF AMERICA CENTRAL INDEX KEY: 0000739404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 621156308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-04847 FILM NUMBER: 96574961 BUSINESS ADDRESS: STREET 1: 102 WOODMONT BLVD STE 800 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6152923100 S-3MEF 1 CORRECTIONS CORPORATION OF AMERICA UNDER RULE 462B 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- CORRECTIONS CORPORATION OF AMERICA (Exact Name of Registrant as Specified in its Charter) DELAWARE 62-1156308 (State of Incorporation) (I.R.S. Employer Identification Number)
102 WOODMONT BOULEVARD, SUITE 800, NASHVILLE, TENNESSEE 37205 (615) 292-3100 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) DARRELL K. MASSENGALE CHIEF FINANCIAL OFFICER 102 WOODMONT BOULEVARD, SUITE 800, NASHVILLE, TENNESSEE 37205 (615) 292-3100 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) --------------------- COPIES TO: CARTER R. TODD F. MITCHELL WALKER, JR. ELIZABETH E. MOORE J. PAGE DAVIDSON STOKES & BARTHOLOMEW, P.A. BASS, BERRY & SIMS PLC SUNTRUST CENTER FIRST AMERICAN CENTER NASHVILLE, TENNESSEE 37219 NASHVILLE, TENNESSEE 37238 (615) 259-1450 (615) 742-6200
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-03009 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / --------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================ PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SHARES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------------ Common Stock................................ 402,500 $77.75 $31,294,375 $10,792 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
(1) Includes 52,500 shares of Common Stock which the Underwriters have an option to purchase from the Company to cover over-allotments, if any. (2) Pursuant to Rule 457(c), the price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and low reported sale prices of the Common Stock on The New York Stock Exchange on May 29, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement on Form S-3 filed by Corrections Corporation of America (the "Company") with the Securities and Exchange Commission (File No. 333-03009) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Nashville, Tennessee on May 30, 1996. CORRECTIONS CORPORATION OF AMERICA By: /s/ DARRYL K. MASSENGALE ------------------------------------ Darryl K. Massengale Chief Financial Officer, Secretary, Treasurer and Vice President, Finance Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------------------ ----------------------------------- --------------- * Chairman of the Board and Chief May 30, 1996 - ------------------------------------------ Executive Officer, Director Doctor R. Crants (Principal Executive Officer) /s/ DARRELL K. MASSENGALE Vice President, Finance, Chief May 30, 1996 - ------------------------------------------ Financial Officer, Secretary and Darrell K. Massengale Treasurer (Principal Financial and Accounting Officer) * Chairman Emeritus and Director May 30, 1996 - ------------------------------------------ Thomas W. Beasley * Director May 30, 1996 - ------------------------------------------ William F. Andrews * Director May 30, 1996 - ------------------------------------------ Samuel W. Bartholomew, Jr. * Director May 30, 1996 - ------------------------------------------ Jean-Pierre Cuny Director - ------------------------------------------ Joseph F. Johnson Director - ------------------------------------------ R. Clayton McWhorter *By: /s/ DARRELL K. MASSENGALE - ------------------------------------------ Darrell K. Massengale Attorney-in-fact
II-2 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ------------------------------------------------------------------------------------ 1 Form of Underwriting Agreement (incorporated by reference to Exhibit 1 to the Registration Statement on Form S-3 (Registration No. 333-03009)). 4.1 Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Registration No. 33-8052)). 4.2 Amendment to Certificate of Incorporation dated May 26, 1995 (incorporated by reference to Exhibit 3(d) to the Company's Annual Report on Form 10-K with respect to the year ended December 31, 1995). 4.3 Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-8 (Registration No. 33-12503)). 4.4 Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (Registration No. 33-8052)). 5 Opinion of Stokes & Bartholomew, P.A. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Counsel (included in opinion filed as Exhibit 5). 24 Power of Attorney (incorporated by reference to Exhibit 24 to the Registration Statement on Form S-3 (Registration No. 333-03009)).
EX-5 2 OPINION OF STOKES & BARTHOLOMEW 1 Exhibit 5 STOKES & BARTHOLOMEW, P.A. Attorneys At Law SunTrust Center 424 Church Street, Suite 2800 Nashville, Tennessee 37219 TELEPHONE (615)259-1450 TELECOPIER (615)259-1470 May 30, 1996 Board of Directors Corrections Corporation of America 102 Woodmont Boulevard, Suite 800 Nashville, Tennessee 37205 Gentlemen: We have acted as counsel for Corrections Corporation of America (the "Company") in connection with the proposed public offering of a maximum of 402,500 shares (which includes an over-allotment option for 52,500 shares) of its common stock, $1.00 par value (the "Common Stock") in connection with the Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended, to which this opinion is filed as Exhibit 5. On the basis of such investigation as we deem necessary, we are of the opinion that the shares of Common Stock, when issued, will be duly authorized and legally issued, fully paid and nonassessable. We hereby consent to the filing of a copy of this opinion as Exhibit 5 to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus incorporated herein by reference. Very truly yours, STOKES & BARTHOLOMEW, P.A. \s\ Stokes & Bartholomew, P.A. EX-23.1 3 CONSENT OF ARTHUR ANDERSEN 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-3 of our report dated February 20, 1996 included in Corrections Corporation of America's Form 10-K for the year ended December 31, 1995 and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Nashville, Tennessee May 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----