-----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, RYn8xiicNS7b3wutwtfQoPoI7/pkBd/7Fd+GMLa5Mt7yEIPmqvrMP0dkDqzIJUM3 KiH+RUOoItJbLlEs8yCecw== 0000950144-97-008026.txt : 19970723 0000950144-97-008026.hdr.sgml : 19970723 ACCESSION NUMBER: 0000950144-97-008026 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970721 EFFECTIVENESS DATE: 19970721 SROS: NASD SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCA PRISON REALTY TRUST CENTRAL INDEX KEY: 0001037114 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31743 FILM NUMBER: 97643339 BUSINESS ADDRESS: STREET 1: 2200 ABBOTT MARTIN RD STREET 2: STE 201 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6154601220 MAIL ADDRESS: STREET 1: 2200 ABBOTT MARTIN RD STREET 2: STE 201 CITY: NASHVILLE STATE: TN ZIP: 37215 FORMER COMPANY: FORMER CONFORMED NAME: DC TRUST DATE OF NAME CHANGE: 19970402 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31743-01 FILM NUMBER: 97643340 BUSINESS ADDRESS: STREET 1: 102 WOODMONT BLVD STE 800 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6152923100 S-8 1 CCA PRISON REALTY TRUST FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 21, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CCA PRISON REALTY TRUST (EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS) MARYLAND 62-1689525 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
2200 Abbott Martin Road; Suite 201 J. Michael Quinlan Nashville, Tennessee 37215 Chief Executive Officer (Address, including Zip Code of CCA PRISON REALTY TRUST Registrant's Principal Executive Offices) 2200 Abbott Martin Road; Suite 201 Nashville, Tennessee 37215 (615) 460-7452 (Name, address and telephone number, including area code, of agent for service for Registrant)
CORRECTIONS CORPORATION OF AMERICA (EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN ITS CHARTER) TENNESSEE 62-1156308 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
102 Woodmont Boulevard, Suite 800 Doctor R. Crants Nashville, Tennessee 37205 Chief Executive Officer (Address, including Zip Code of 102 Woodmont Boulevard Co-Registrant's Principal Executive Offices) Suite 800 Nashville, Tennessee 37205 (615) 292-3100 (Name and Address of Agent for Service for Co-Registrant)
------------------------------ CCA PRISON REALTY TRUST NON-EMPLOYEE TRUSTEES' SHARE OPTION PLAN (Full title of the plan) ------------------------------ Copy to: Elizabeth E. Moore, Esq. Stokes & Bartholomew, P.A. 424 Church Street; Suite 2800 Nashville, Tennessee 37219 (615) 259-1450 ------------------------------ CALCULATION OF REGISTRATION FEE
============================================================================================================ - ------------------------------------------------------------------------------------------------------------ TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE REGISTERED SHARE(1) PRICE - ------------------------------------------------------------------------------------------------------------ Common Shares, $0.01 par value. 150,000 $29.00 $4,350,000 $1,318.00 - -------------------------------------------------------------------------------------------------------------
(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) OF THE SECURITIES ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE COMPANY'S COMMON SHARES AS TRADED ON THE NEW YORK STOCK EXCHANGE ON JULY 15, 1997. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed by either CCA Prison Realty Trust (the "Company") or Corrections Corporation of America ("CCA") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by this reference: (1) The description of the Company's common shares, $0.01 par value per share (the "Common Shares"), set forth in the Company's Registration Statement on Form 8-A filed with the Commission on May 28, 1997, pursuant to Section 12(b) of the Exchange Act; (2) The Company's Prospectus filed with the Commission pursuant to Rule 424(b)(1) of the Securities Act on July 15, 1997, containing the Company's most recent audited financial statement; (3) CCA's Annual Report on Form 10-K, for the fiscal year ended December 31, 1996, filed with the Commission pursuant to Section 13(a) of the Exchange Act; and (4) CCA's Quarterly Report on Form 10-Q, for the quarter ended March 31, 1996, filed with the Commission pursuant to Section 13(a) of the Exchange Act. In addition, all documents subsequently filed by the Company and CCA pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing by the Company and CCA of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed by this reference to be incorporated in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies of supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. The Company's Common Shares registered hereby are included in a class of securities registered under Section 12 of the Exchange Act. 3 ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Samuel W. Bartholomew, Jr., a shareholder of Stokes & Bartholomew, P.A., is a director of CCA. Stokes & Bartholomew has rendered an opinion regarding the legality of the Company's Common Shares registered hereby. ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS. The Declaration of Trust of the Company provides for indemnification of trustees and officers to the full extent permitted by the laws of the State of Maryland. Section 8-301 of the Corporation and Associations Article of the Annotated Code of Maryland permits a Maryland real estate investment trust to indemnify trustees, officers, employees and agents of the real estate investment trust to the same extent as is permitted for directors, officers, employees and agents of a Maryland corporation under Section 2-418 of the MGCL. Section 2-418 of the MGCL generally permits indemnification of any trustee made a party to any proceedings by reason of service as a trustee unless it is established that (i) the act or omission of such person was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or (ii) such person actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, such person had reasonable cause to believe that the act or omission was unlawful. The indemnity may include judgments, penalties, fines, settlements and reasonable expenses actually incurred by the trustee in connection with the proceeding; but, if the proceeding is one by, or in the right of, the corporation, indemnification is not permitted with respect to any proceeding in which the trustee has been adjudged to be liable to the corporation, or if the proceeding is one charging improper personal benefit to the trustee, whether or not involving action in the trustee's official capacity, indemnification of the trustee is not permitted if the trustee was adjudged to be liable on the basis that personal benefit was improperly received. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the trustee did not meet the requisite standard of conduct required for permitted indemnification. The termination of any proceeding by judgment, order or settlement, however, does not create a presumption that the trustee failed to meet the requisite standard of conduct for permitted indemnification. Indemnification under the provisions of the MGCL is not deemed exclusive of any other rights, by indemnification or otherwise, to which a trustee may be entitled under the Declaration of Trust, Bylaws, any resolution of shareholders or trustees, any agreement or otherwise. The statute permits a Maryland real estate investment trust to indemnify its officers, employees and agents to the same extent as its trustees. The Company's Declaration of Trust provides for indemnification of the Company's officers, employees or agents to the fullest extent permitted by law. The Company will enter into indemnification agreements (the "Indemnification Agreements") with its trustees and certain of its executive officers. The Indemnification Agreements are intended to provide indemnification to the maximum extent allowable by or not in violation of any law of the State of Maryland. Each Indemnification Agreement provides that the Company shall indemnify a trustee or officer who is a party to the agreement (the "Indemnitee") if he or she was or is a party to or otherwise involved in any proceeding (other than a derivative proceeding) by reason of the fact that he or she was or is a trustee or officer of the Company, against losses incurred in connection with the defense or settlement of such proceeding. The indemnification provided under each Indemnification Agreement is limited to instances where the act or omission giving rise to the claim for which indemnification is sought was not otherwise indemnified by the Company or insurance maintained by the Company, was not established to have been committed in bad faith or the result of active and deliberate dishonesty, did not involve receipt of improper personal benefit, did not result in a judgment of liability to the Company in a proceeding by or in the right of the Company, did not involve an accounting of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and, with respect to any criminal proceeding, the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The Company also maintains officers' and trustees' liability insurance, which insures against liabilities that the officers and trustees of the Company may incur in such capacities. 4 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Amended and Restated Declaration of Trust of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-11 originally filed with the Commission on April 24, 1997 and subsequently amended (the "Registration Statement")). 4.2 The By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement). 4.3 CCA Prison Realty Trust Non-Employee Trustees' Share Option Plan. 5 Opinion of Stokes & Bartholomew, P. A., regarding the legality of the Company's Common Shares registered hereby. 23.1 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit 5). 23.2 Consent of Arthur Andersen, LLP, with respect to the Company. 23.3 Consent of Arthur Andersen, LLP, with respect to CCA.
5 24 Powers of Attorney (Included on the signature pages of this Registration Statement).
ITEM 9. UNDERTAKINGS. The Company and CCA hereby undertake: (1) To file, during any period in which an offer or sale of securities are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's or CCA's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may permitted to trustees, directors, officers and controlling persons of the Company and CCA pursuant to the foregoing provisions, or otherwise, the Company and CCA have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company or CCA in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the Company or CCA will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee on this 18th day of July, 1997. CCA PRISON REALTY TRUST By: /s/ D. Robert Crants, III ------------------------------------------- D. Robert Crants, III, President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears immediately below constitutes and appoints D. Robert Crants, III and Michael W. Devlin, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ J. Michael Quinlan Chief Executive Officer (Principal July 18, 1997 - -------------------------- Executive Officer) and Trustee J. Michael Quinlan /s/ D. Robert Crants, III President and Trustee July 18, 1997 - -------------------------- D. Robert Crants, III /s/ Michael W. Devlin Chief Development Officer July 18, 1997 - -------------------------- and Trustee Michael W. Devlin
7 /s/ Doctor R. Crants Chairman; Trustee July 18, 1997 - -------------------------- Doctor R. Crants /s/ Vida H. Carroll Chief Financial Officer (Principal July 18, 1997 - -------------------------- Financial and Accounting Officer) Vida H. Carroll /s/ C. Ray Bell Trustee July 18, 1997 - -------------------------- C. Ray Bell Trustee July ___, 1997 - -------------------------- Richard W. Cardin Trustee July ___, 1997 - -------------------------- Monroe J. Carell, Jr. /s/ John W. Eakin, Jr. Trustee July 18, 1997 - -------------------------- John W. Eakin, Jr. /s/ Ted Feldman Trustee July 18, 1997 - -------------------------- Ted Feldman Trustee July ___, 1997 - -------------------------- Jackson W. Moore /s/ Rusty L. Moore Trustee July 18, 1997 - -------------------------- Rusty L. Moore /s/ Joseph V. Russell Trustee July 18, 1997 - -------------------------- Joseph V. Russell Trustee July ___, 1997 - -------------------------- Charles W. Thomas, Ph.D.
8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Corrections Corporation of America certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee on this 18th day of July, 1997. CORRECTIONS CORPORATION OF AMERICA By: /s/ Doctor R. Crants ------------------------------------------- Doctor R. Crants, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears immediately below constitutes and appoints Doctor R. Crants and Darrell K. Massengale, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Doctor R. Crants Chairman of the Board; Chief July 18, 1997 - -------------------------- Executive Officer; and Director Doctor R. Crants (Principal Executive Officer) /s/ Darrell K. Massengale Vice President, Finance; Chief July 18, 1997 - -------------------------- Financial Officer; Secretary and Darrell K. Massengale Treasurer (Principal Financial and Accounting Officer) /s/ Thomas W. Beasley Chairman Emeritus and Director July 18, 1997 - -------------------------- Thomas W. Beasley
9 /s/ Joseph F. Johnson Director July 18, 1997 - ------------------------------- Joseph F. Johnson /s/ William F. Andrews Director July 18, 1997 - ------------------------------- William F. Andrews /s/ R. Clayton McWhorter Director July 18, 1997 - ------------------------------- R. Clayton McWhorter /s/ Samuel W. Bartholomew, Jr. Director July 18, 1997 - ------------------------------- Samuel W. Bartholomew, Jr. Director July ___, 1997 - ------------------------------- Jean-Pierre Cuny
EX-4.3 2 CCA PRISON REALTY TRUST NON EMPLOYEE TRUSTEE' 1 Exhibit 4.3 CCA PRISON REALTY TRUST NON-EMPLOYEE TRUSTEES' SHARE OPTION PLAN 1. Purpose. The purpose of the CCA Prison Realty Trust Non-Employee Trustees' Share Option Plan (the "Plan") is to advance the interests of CCA Prison Realty Trust (the "Company") and its shareholders by encouraging increased share ownership by members of the Board of Trustees (the "Board") of the Company who are not employees of the Company, any subsidiary of the Company, Corrections Corporation of America ("CCA"), or any subsidiary of CCA to enhance long-term shareholder value through continuing ownership of the Company's common shares. 2. Administration. (a) The Plan shall be administered by the Compensation Committee of the Board. The Compensation Committee shall have all the powers vested in it by the terms of the Plan, which shall include the authority (within the limitations described herein) to prescribe the form of the agreements embodying awards of non-qualified options (the "Options"). The Compensation Committee, subject to the provisions of the Plan, shall grant Options under the Plan and shall have the power to construe the Plan, to determine all questions arising hereunder, and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. Any decision of the Compensation Committee in the administration of the Plan shall be final and conclusive. The Compensation Committee may act only by a majority of its members in office, except that the members of the Compensation Committee may authorize any one or more of their members or the Secretary or any other officer of the Company to execute and deliver documents on behalf of the Compensation Committee. (b) Each person who is or shall have been a member of the Compensation Committee shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be or become involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof (with the Company's written approval) or paid by him in satisfaction of a judgment in any such action, suit, or proceeding, except a judgment in favor of the Company based upon a finding of his lack of good faith; subject, however, to the conditions that upon the institution of any claim, action, suit, or proceeding against him, he shall in writing give the Company an opportunity, at its expense, to handle and defend the same before he undertakes to handle and defend it on such person's own behalf. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Company may have to indemnify him or hold him harmless. Each member of the Compensation Committee and each officer and employee of the Company shall be fully justified in relying or acting in good faith upon any information furnished in connection with the administration of the Plan by an appropriate person or persons other than himself. In no event shall any person who is or shall have been a member of the Compensation 2 Committee or an officer or employee of the Company be held liable for any determination made or other action taken or any omission to act in reliance upon any such information as referred to in the preceding sentence, or for any action (including the furnishing of information) taken or any omission to act, when such determination, action, or omission is made in good faith. 3. Participation. Each member of the Board of the Company who is not an employee of the Company, any subsidiary of the Company, CCA or any subsidiary of CCA (a "Non-Employee Trustee") shall receive Options in accordance with Section 5 below. As used herein, the term "subsidiary" means any corporation at least 40% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or CCA, as the case may be. 4. Awards Under the Plan. (a) Type of Awards. Awards under the Plan shall include only Options, which are rights to purchase common shares of the Company having a par value of $.01 per share (the "Shares"). All Options are subject to the terms, conditions, and restrictions specified in Paragraph 5 below. (b) Maximum Number of Shares That May Be Issued. No more than 150,000 Shares, subject to adjustment as provided in Paragraph 6 below, may be issued under the Plan pursuant to the exercise of Options. (c) Rights with Respect to Shares. A Non-Employee Trustee to whom an Option is granted (and any person succeeding to such a Non-Employee Trustee rights pursuant to the Plan) shall have no rights as a shareholder with respect to any Shares issuable pursuant to any such Option until the date of the issuance of a share certificate to him for such Shares. Except as provided in Paragraph 6 below, no adjustment shall be made for dividends, distributions, or other rights (whether ordinary or extraordinary, and whether in cash, securities, or other property) for which the record date is prior to the date such share certificate is issued. 5. Non-Qualified Options. All Options shall be options which are not "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Each Option shall be evidenced by an agreement in such form as the Board shall prescribe from time to time in accordance with the Plan and shall be subject to the following terms and conditions: (a) The option price per Share shall be 100% of the fair market value per Share at grant. The fair market value per Share on any given date, unless otherwise determined by the Compensation Committee in good faith, shall be the reported closing price of a Share on the New York Stock Exchange or, if no such sale of Shares is reported on the New York Stock Exchange on such date, the fair market value of the Share as determined by the Board 2 3 in good faith. The options granted to Founding Trustees (as defined below) upon effectiveness of the Registration Statement (as defined below) will have an exercise price equal to the initial public offering price. (b) Each Non-Employee Trustee as of the date the initial Registration Statement on Form S-11(the "Registration Statement") is declared effective by the Securities and Exchange Commission relating to the offering of 18,500,000 Shares will receive an Option to purchase 5,000 Shares on the date of the Registration Statement (each such trustee, a "Founding Trustee"). Each Non-Employee Trustee who is not a Founding Trustee (a "Non-Founding Trustee") will receive an Option to purchase 5,000 Shares on the date the Non-Founding Trustee is first elected or appointed to the Board of Trustees. In addition to the foregoing, each Non-Employee Trustee will receive an Option to purchase 5,000 Shares on each of the nine anniversary dates of the adoption of the Plan. (c) The term of each Option shall be fixed by the Compensation Committee, but no Option shall be exercisable more than ten years after the date the Option is granted. (d) Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Board at or after grant. If the Compensation Committee provides, in its sole discretion, that any Option is exercisable only in installments, the Compensation Committee may waive such installment exercise provisions at any time at or after grant in whole or in part, based on such factors as the Compensation Committee shall determine, in its sole discretion. (e) Subject to whatever installment exercise provisions apply under subparagraph (d), Options may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of Shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price either by check, note or such other instrument as the Compensation Committee may accept. As determined by the Compensation Committee in its sole discretion, at or after grant, payment in full or in part may also be made in the form of a share option or Shares already owned by the Non-Employee Trustee (based, in each case, on the fair market value of the share option or the Shares on the date the Option is exercised, as determined by the Compensation Committee in accordance with subparagraph (a)). No Shares shall be issued until full payment therefor has been made. Upon purchase of Shares, an optionee shall make such representations, warranties and covenants as the Compensation Committee may request. (f) The Compensation Committee may, in its discretion, authorize all or a portion of the Options to be granted to a Non-Employee Trustee to be on terms which permit transfer by such optionee to (i) the spouse, children or grandchildren of the Non-Employee Trustee ("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership in which such Immediate Family Members are the only partners, or (iv) certain affiliates of the Non-Employee Trustee, as determined 3 4 by the Compensation Committee, provided that (x) there may be no consideration for any such transfer, (y) the share option agreement pursuant to which such Options are granted must be approved by the Compensation Committee, and must expressly provide for transferability in a manner consistent with this Section, and (z) subsequent transfers of transferred Options shall be prohibited except those in accordance with this subparagraph (f). Following transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of this Plan or the option agreement executed pursuant hereto, the term "optionee" or "Non-Employee Trustee" shall be deemed to refer to the transferee. 6. Capital Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, share dividend, share split or other change in corporate structure affecting the Shares, an adjustment shall be made in the aggregate number of Shares reserved for issuance under the Plan and in the number and price of Shares subject to outstanding Options granted under the Plan, as may be determined to be appropriate by the Compensation Committee, in its sole discretion, provided that the number of Shares subject to an Option shall always be a whole number. 7. Authority to Issue Shares. The Company, during the term of the Options granted hereunder, will at all times reserve and keep available, and will seek to obtain from any regulatory body having jurisdiction, any requisite authority in order to issue and sell such number of Shares as shall be sufficient to satisfy the requirements of the Options granted under the Plan. If in the opinion of its counsel the issuance or sale of any Shares hereunder shall not be lawful for any reason, including the inability of the Company to obtain from any regulatory body having jurisdiction, authority deemed by such counsel to be necessary to such issuance or sale, the Company shall not be obligated to issue or sell any such Shares. 8. Ownership Limitation. All Options shall be subject to the ownership limitations set forth in the Declaration of Trust of the Company. Without limiting the generality of the foregoing, any Option which causes a Non-Employee Trustee, or any constructive or beneficial owner of Shares subject to such Option (as determined under Sections 318 and 544, respectively, of the Code), to own or be deemed to own Shares in excess of such ownership limitations shall be void ab initio. 9. Miscellaneous Provisions. (a) No Non-Employee Trustee or other person shall have any claim or right to be granted an Option under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving a Non-Employee Trustee any right to be retained in the service of the Company. (b) Except as provided in Section 5 (f), an optionee's rights and interests under the Plan may not be assigned or transferred in whole or in part either directly or by operation of law or otherwise (except in the event of a optionee's death, by will or the laws of descent and distribution), including, but not by way of limitation, execution, levy, garnishment, 4 5 attachment, pledge, bankruptcy, or in any manner, and no such right or interest of any participant in the Plan shall be subject to any obligation or liability of such participant. (c) No Shares shall be issued hereunder unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable federal, state, and other securities laws. (d) The expenses of administration of the Plan shall be borne by the Company. (e) The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to ensure the issuance of Shares upon exercise of any Option under the Plan and issuance of Shares upon exercise of Options shall be subordinate to the claims of the Company's general creditors. (f) By accepting any Option or other benefit under the Plan, each optionee and each person claiming under or through an optionee shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Company or the Compensation Committee. (g) The appropriate officers of the Company shall cause to be filed any reports, returns, or other information regarding Options hereunder or any Shares issued pursuant hereto as may be required by the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, or any other applicable statute, rule, or regulation (excluding reports pursuant to Section 16 of the Securities Exchange Act of 1934, which shall be the sole responsibility of a Non-Employee Trustee who exercises an Option). 10. Amendment. The Plan may be amended at any time and from time to time by the Board as the Board shall deem advisable. No amendment of the Plan shall materially and adversely affect any right of any optionee with respect to any Option theretofore granted without such optionee's written consent. 11. Effective Date. This Plan shall be effective on Monday, April 21, 1997. 12. Termination. This Plan shall terminate upon the earlier of the following dates or events to occur: (a) the adoption of a resolution of the Board terminating the Plan; or (b) December 31, 2007. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his consent, under any Option theretofore granted under the Plan. 5 EX-5 3 OPINION OF STOKES AND BARTHOLEMEW 1 Exhibit 5 July 18, 1997 CCA Prison Realty Trust 2200 Abbott Martin Road Suite 201 Nashville, Tennessee 37215 Re: Non-Employee Trustees' Share Option Plan Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to CCA Prison Realty Trust, a Maryland real estate investment trust (the "Company"), in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the registration by the Company of an aggregate of 150,000 common shares of the Company, $0.01 par value (the "Shares"), to be offered and sold pursuant to the terms of the CCA Prison Realty Trust Non-Employee Trustees' Share Option Plan (the "Plan"). As counsel to the Company, we have examined original, photostatic or certified copies of the following documents: (i) the Registration Statement, (ii) the Company's Amended and Restated Declaration of Trust, (iii) the By-laws of the Company, as amended, (v) the Plan, (vi) certificates of the Company's officers and excerpts of minutes of meetings of the Board of Trustees, and (vii) such other instruments, agreements, and certificates as we have deemed necessary or appropriate. In performing our examination, we have assumed without inquiry the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies, the accuracy and completeness of all records made available to us by the Company, and the truth and accuracy of all facts set forth in all 2 CCA Prison Realty Trust July 18, 1997 Page 2 certificates provided to or examined by us. We have also assumed that all Shares issued pursuant to the Plan will be issued for consideration deemed to be adequate by the Company's Board of Trustees. We have relied as to certain factual matters on representations made to us by officers of the Company. Based upon the foregoing and the further qualifications stated below, we are of the opinion that the Shares have been duly authorized and, when issued and sold pursuant to the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the State of Maryland and the federal laws of the United States of America. With respect to the laws of the State of Maryland, we are relying on the opinion of Miles & Stockbridge, A Professional Corporation, special Maryland counsel to the Company. We express no opinion as to matters governed by the laws of any other jurisdiction. Furthermore, no opinion is expressed herein as to the effect of any future acts of the Company or changes in existing law. The opinions expressed herein are rendered as of the date hereof, and we do not undertake to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinion herein expressed. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, or a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations of the Commission thereunder. Very truly yours, /s/ Stokes & Bartholomew, P.A. STOKES & BARTHOLOMEW, P.A. EX-23.2 4 CONSENT OF ARTHUT ANDERSEN W/ RESPECT TO THE CO. 1 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of CCA Prison Realty Trust and Corrections Corporation of America of our report dated April 23, 1997 relating to the balance sheet of CCA Prison Realty Trust included in the Prospectus of CCA Prison Realty Trust and Corrections Corporation of America, filed pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, on July 15, 1997, and to all references to our Firm included in or incorporated by reference in this registration statement. ARTHUR ANDERSEN LLP Nashville, Tennessee July 16, 1997 EX-23.3 5 CONSENT OF ARTHUR ANDERSEN W/ RESPECT TO CCA 1 Exhibit 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of CCA Prison Realty Trust and Corrections Corporation of America of our report dated February 18, 1997 included in Corrections Corporation of America and Subsidiaries Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in or incorporated by reference in this registration statement. ARTHUR ANDERSEN LLP Nashville, Tennessee July 16, 1997 -----END PRIVACY-ENHANCED MESSAGE-----