-----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, CBAsl18xiw+JsZRZiMChTvlmzKvP05O76pRVCSkpG5NCDNOfnsIA9I4YZs7i2xEW JAmcMOa5kzd0XopWWOtHZg== 0000950144-98-000633.txt : 19980128 0000950144-98-000633.hdr.sgml : 19980128 ACCESSION NUMBER: 0000950144-98-000633 CONFORMED SUBMISSION TYPE: S-11MEF PUBLIC DOCUMENT COUNT: 6 333-43935 FILED AS OF DATE: 19980127 EFFECTIVENESS DATE: 19980127 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] IRS NUMBER: 621689525 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-11MEF SEC ACT: SEC FILE NUMBER: 333-44945 FILM NUMBER: 98513781 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-11MEF SEC ACT: SEC FILE NUMBER: 333-44945-01 FILM NUMBER: 98513782 BUSINESS ADDRESS: STREET 1: 102 WOODMONT BLVD STE 800 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6152923100 S-11MEF 1 CCA PRISON REALTY, S-11MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1998 REGISTRATION NOS. 333-43935 AND 333-43935-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-11 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES AND FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- CCA PRISON REALTY TRUST (Exact name of Registrant as Specified in its Governing Instruments) --------------------- 10 BURTON HILLS BOULEVARD J. MICHAEL QUINLAN SUITE 100 CHIEF EXECUTIVE OFFICER NASHVILLE, TENNESSEE 37215 10 BURTON HILLS BOULEVARD (615) 263-0200 NASHVILLE, TENNESSEE 37215 (Address of Principal Executive Offices of (615) 263-0200 Registrant) (Name and Address of Agent for Service for Registrant)
--------------------- CORRECTIONS CORPORATION OF AMERICA (Exact name of Co-Registrant as Specified in its Charter) 10 BURTON HILLS BOULEVARD DOCTOR R. CRANTS NASHVILLE, TENNESSEE 37215 CHIEF EXECUTIVE OFFICER (615) 263-3000 10 BURTON HILLS BOULEVARD (Address of Principal Executive Offices of NASHVILLE, TENNESSEE 37215 Co-Registrant) (615) 263-3000 (Name and Address of Agent for Service for Co-Registrant)
--------------------- COPIES TO: ELIZABETH E. MOORE F. MITCHELL WALKER, JR. STOKES & BARTHOLOMEW, P.A. BASS, BERRY & SIMS PLC SUNTRUST CENTER FIRST AMERICAN CENTER NASHVILLE, TENNESSEE 37219 NASHVILLE, TENNESSEE 37238 (615) 259-1450/FAX (615) 259-1470 (615) 742-6200/FAX (615) 742-6298
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-43935 and 333-43935-01 If this form is a post-effective amendment 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 this form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act of 1933, please 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 MAXIMUM PROPOSED AMOUNT OF TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION BEING REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE - --------------------------------------------------------------------------------------------------------------------------------- Series A Preferred Shares, $0.01 Par Value Per Share................................ 575,000 $25.00 $14,375,000 $4,241 ==============================================================================================================================
(1) Includes 75,000 Series A Preferred Shares which the Underwriters have an option to purchase from the Company to cover over-allotments, if any. (2) Based upon the actual offering price before underwriting discounts and commissions. ================================================================================ 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) and General Instructions G and IV of Form S-11 and Form S-3, respectively, all of which have been promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The contents of Registration Statement Nos. 333-43935 and 333-43935-01, declared effective by the Securities and Exchange Commission on January 26, 1998, including any prospectuses and prospectus supplements filed pursuant thereto in accordance with Rule 424 promulgated under the Securities Act, are incorporated herein by reference. UNDERTAKING The Registrant hereby undertakes and agrees to pay the registration fee for the securities registered hereunder within twenty-four (24) hours of the filing of this Registration Statement. It will give irrevocable wiring instructions to its bank at the opening of business on Tuesday, January 27, 1998 to wire the registration fee to the Commission immediately. Registrant has sufficient funds in its account to cover the amount of the filing fee. EXHIBITS
EXHIBIT NUMBER - ------- 1 -- Form of Underwriting Agreement. (Filed as Exhibit 1 to the Registrant's Registration Statement on Form S-11 (File No. 333-43935) and incorporated herein by reference). 4.1 -- Specimen Certificate of Series A Preferred Shares. 5.1 -- Opinion of Stokes & Bartholomew, P.A., regarding the validity of the Series A Preferred Shares being offered hereby. 5.2 -- Opinion of Miles & Stockbridge P.C., regarding the validity of the Series A Preferred Shares being offered hereby. 23.1 -- Consent of Stokes & Bartholomew, P.A. (included in Exhibit 5.1). 23.2 -- Consent of Arthur Andersen LLP (with respect to Corrections Corporation of America). 23.3 -- Consent of Arthur Andersen LLP (with respect to CCA Prison Realty Trust). 23.4 -- Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2). 24 -- Powers of Attorney (included on signature pages of Registrant's Registration Statement on Form S-11 (File No. 333-43935) and the Co-Registrant's Registration Statement on Form S-3 (File No. 333-43935-01) and incorporated herein by reference).
II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly approved, in the City of Nashville, State of Tennessee, on the 26th day of January, 1998. CCA PRISON REALTY TRUST By: /s/ D. ROBERT CRANTS, III ------------------------------------ D. Robert Crants, III President 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 --------- ----- ---- /s/ DOCTOR R. CRANTS Chairman and Trustee January 26, 1998 - ----------------------------------------------------- Doctor R. Crants /s/ J. MICHAEL QUINLAN Chief Executive Officer January 26, 1998 - ----------------------------------------------------- (Principal Executive Officer) J. Michael Quinlan and Trustee /s/ D. ROBERT CRANTS, III President and Trustee January 26, 1998 - ----------------------------------------------------- D. Robert Crants, III /s/ MICHAEL W. DEVLIN Chief Operating Officer January 26, 1998 - ----------------------------------------------------- and Trustee Michael W. Devlin /s/ VIDA H. CARROLL Chief Financial Officer January 26, 1998 - ----------------------------------------------------- (Principal Financial and Vida H. Carroll Accounting Officer) * Trustee January 26, 1998 - ----------------------------------------------------- C. Ray Bell * Trustee January 26, 1998 - ----------------------------------------------------- Richard W. Cardin * Trustee January 26, 1998 - ----------------------------------------------------- Monroe J. Carell, Jr. * Trustee January 26, 1998 - ----------------------------------------------------- John W. Eakin, Jr. * Trustee January 26, 1998 - ----------------------------------------------------- Ted Feldman * Trustee January 26, 1998 - ----------------------------------------------------- Jackson W. Moore
II-2 4
SIGNATURE TITLE DATE --------- ----- ---- Trustee January 26, 1998 * - ----------------------------------------------------- Rusty L. Moore * Trustee January 26, 1998 - ----------------------------------------------------- Joseph V. Russell * Trustee January 26, 1998 - ----------------------------------------------------- Charles W. Thomas, Ph.D. *By: /s/ D. ROBERT CRANTS, III January 26, 1998 ------------------------------------------------- D. Robert Crants, Attorney-in-fact
II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Corrections Corporation of America 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 the 26th day of January, 1998. CORRECTIONS CORPORATION OF AMERICA By: /s/ DOCTOR R. CRANTS ------------------------------------ Doctor R. Crants Chief Executive Officer 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 --------- ----- ---- /s/ DOCTOR R. CRANTS Chairman of the Board; January 26, 1998 - ----------------------------------------------------- President, Chief Executive Doctor R. Crants Officer; and Director (Principal Executive Officer) /s/ DARRELL K. MASSENGALE Vice President, Finance; Chief January 26, 1998 - ----------------------------------------------------- Financial Officer, Secretary Darrell K. Massengale and Treasurer (Principal Financial and Accounting Officer) * Chairman Emeritus and Director January 26, 1998 - ----------------------------------------------------- Thomas W. Beasley * Director January 26, 1998 - ----------------------------------------------------- Joseph F. Johnson * Director January 26, 1998 - ----------------------------------------------------- William F. Andrews * Director January 26, 1998 - ----------------------------------------------------- R. Clayton McWhorter * Director January 26, 1998 - ----------------------------------------------------- Jean-Pierre Cuny * Director January 26, 1998 - ----------------------------------------------------- Samuel W. Bartholomew, Jr. *By: /s/ DARRELL K. MASSENGALE January 26, 1998 ------------------------------------------------- Darrell K. Massengale, Attorney-in-fact
II-4 EX-4.1 2 SPECIMEN CERT. OF SERIES A PREFERRED SHARES 1 Exhibit 4.1 8.0% SERIES A CUMULATIVE 8.0% SERIES A CUMULATIVE PREFERRED SHARES PREFERRED SHARES $25 PER SHARE $25 PER SHARE LIQUIDATION PREFERENCE LIQUIDATION PREFERENCE FORMED UNDER THE LAWS OF THE STATE OF MARYLAND NUMBER SHARES PZNA THIS CERTIFICATE IS TRANSFERABLE CUSIP 12486R 20 7 IN NEW YORK, NEW YORK SEE REVERSE FOR OR BOSTON, MASSACHUSETTS CERTAIN DEFINITIONS CCA PRISON REALTY TRUST THIS CERTIFIES THAT IS THE REGISTERED HOLDER OF FULLY-PAID AND NON-ASSESSABLE 8.0% SERIES A CUMULATIVE PREFERRED SHARES, $25 PER SHARE LIQUIDATION PREFERENCE, PAR VALUE $.01 PER SHARE, OF CCA Prison Realty Trust transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. In Witness Whereof, the Company has caused the facsimile signatures of its duly authorized officers and the facsimile of its seal to be printed hereon. [SEAL] Dated: COUNTERSIGNED AND REGISTERED: BANKBOSTON, N.A. TRANSFER AGENT AND REGISTRAR, /s/ Vida H. Carroll CHIEF FINANCIAL BY OFFICER, SECRETARY /s/ D. Robert Crants, III AUTHORIZED SIGNATURE AND TREASURER PRESIDENT 2 CCA PRISON REALTY TRUST The securities represented by this certificate are subject to restrictions on transfer as set forth in the Declaration of Trust of the Company. No Person may (i) Beneficially Own or Constructively Own Common Shares in excess of 9.8% of the number of outstanding Common Shares, (ii) Beneficially Own or Constructively Own Preferred Shares in excess of 9.8% of the number of outstanding Preferred Shares, (iii) Beneficially Own Equity Shares that would result in the Trust being "closely held" under Section 856(b) of the Internal Revenue Code of 1986, as amended (the "Code"), or (iv) Constructively Own Equity Shares that would cause the Trust to Constructively Own 10% or more of the ownership interests in a tenant of the Trust's real property, within the meaning of Sections 856(d)(2)(8) of the Code. Any Person who attempts to Beneficially Own or Constructively Own shares of Equity Shares in excess of the above limitations must immediately notify the Trust in writing. If the restrictions above are violated, the Equity Shares represented hereby will be transferred automatically and by operation of law to a Share Trust and shall be designated Shares-in-Trust. All capitalized terms in this legend have the meanings defined in the Company's Declaration of Trust, as the same may be further amended from time to time, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests. THE COMPANY HAS THE AUTHORITY TO ISSUE SHARES OF MORE THAN ONE CLASS. THE COMPANY WILL, ON REQUEST AND WITHOUT CHARGE, FURNISH A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERM AND CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH THE COMPANY IS AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian TEN ENT -- as tenants by the entireties ------------- -------- JT TEN -- as joint tenants with right of (Cust) (Minor) survivorship and not as tenants Under Uniform Gifts to Minors in common Act ------------------ (State)
Additional abbreviations may also be used though not in the above list. For value received, ______________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- -------------------------------------- - ------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------ shares of the 8.0% Series A Cumulative Preferred Shares represented by the within certificate, and do hereby irrevocably constitute and appoint ___________________________________ Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises. Dated: Signature: ---------------------------------------------------------------------------------------------------- Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: ----------------------------------------------------------------------------------------------------- THE SIGNATUE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Act 10.
EX-5.1 3 OPINION OF STOKES & BARTHOLOMEW 1 EXHIBIT 5.1 [STOKES & BARTHOLOMEW, P.A. LETTERHEAD] January 26, 1998 CCA Prison Realty Trust 10 Burton Hills Boulevard, Suite 100 Nashville, Tennessee 37215 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the "Act") of 575,000 8% Series A Cumulative Preferred Shares (the "Preferred Shares") of CCA Prison Realty Trust, a Maryland real estate investment trust (the "Company"), on its Registration Statement on Form S-11 (No. 333-43935) (the "Registration Statement"), we have examined such trust records, certificates and documents as we deemed necessary for the purpose of this opinion. In addition we have relied on that certain opinion of Miles & Stockbridge P.C., special Maryland counsel to the Company. Based on that examination and in such reliance, we advise you that in our opinion the Preferred Shares have been duly and validly authorized and, when issued upon the terms set forth in the Registration Statement, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. The opinion expressed herein is limited to the matters set forth in this letter and no other opinion should be inferred beyond the matter expressly stated. Very truly yours, Stokes & Bartholomew, P.A. /s/ Stokes & Bartholomew, P.A. --------------------------------- EX-5.2 4 OPINION OF MILES & STOCKBRIDGE 1 EXHIBIT 5.2 [MILES & STOCKBRIDGE LETTERHEAD] January 26, 1998 CCA Prison Realty Trust 10 Burton Hills Boulevard, Suite 100 Nashville, Tennessee 37215 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the "Act") of 575,000 8% Series A Cumulative Preferred Shares (the "Preferred Shares") of CCA Prison Realty Trust, a Maryland real estate investment trust, on its Registration Statement on Form S-11 (No. 333-43935) (the "Registration Statement"), we have examined such trust records, certificates and documents as we deemed necessary for the purpose of this opinion. Based on that examination, we advise you that in our opinion the Preferred Shares have been duly and validly authorized and, when issued upon the terms set forth in the Registration Statement, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Additionally, we understand that Stokes & Bartholomew, P.A. will rely on our opinion in giving its opinion letter to you on the date hereof and we consent to that reliance. The opinion expressed herein is limited to the matters set forth in this letter and no other opinion should be inferred beyond the matter expressly stated. Very truly yours, Miles & Stockbridge P.C. By: /s/ J.W. Thompson Webb ---------------------- Principal EX-23.2 5 CONSENT OF ARTHUR ANDERSEN 1 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated February 18, 1997, relating to the consolidated financial statements of Corrections Corporation of America and Subsidiaries as of December 31, 1996 and 1995 and for each of the three years ending December 31, 1996 and to all references to our Firm included in or incorporated by reference in this registration statement as may be amended. /s/ ARTHUR ANDERSEN LLP ---------------------- ARTHUR ANDERSEN LLP Nashville, Tennessee January 23, 1998 EX-23.3 6 CONSENT OF ARTHUR ANDERSEN 1 Exhibit 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated January 9, 1998, relating to the consolidated financial statements of CCA Prison Realty Trust as of December 31, 1997 and for the period from July 18, 1997 to December 31, 1997 and to all references to our Firm included in this registration statement as may be amended. /s/ Arthur Andersen ---------------------- ARTHUR ANDERSEN LLP Nashville, Tennessee January 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----