-----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, AeIP9cYftx75UepB7FMd9m00nLgOa0nSn760ctyE77oQvTuPL/+cK/44ftJkBuGk Q/DYuHwJaH2JCABSIoa35Q== 0000950144-98-008039.txt : 19980702 0000950144-98-008039.hdr.sgml : 19980702 ACCESSION NUMBER: 0000950144-98-008039 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980701 EFFECTIVENESS DATE: 19980701 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-8 SEC ACT: SEC FILE NUMBER: 333-58339 FILM NUMBER: 98659426 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: 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: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58339-01 FILM NUMBER: 98659427 BUSINESS ADDRESS: STREET 1: 10 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6152633000 MAIL ADDRESS: STREET 1: 10 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 S-8 1 CCA PRISON REALTY TRUST/CORRECTIONS CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JUNE 29, 1998 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 (I.R.S. Employer Identification Number) of incorporation or organization) 10 Burton Hills Boulevard, Suite 100 Nashville, Tennessee 37215 (Address, including Zip Code of Registrants' Principal Executive Offices) CORRECTIONS CORPORATION OF AMERICA (EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN ITS CHARTER) TENNESSEE 62-1156308 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 10 Burton Hills Boulevard Nashville, Tennessee 37215 (Address, including Zip Code of Co-Registrant's Principal Executive Offices) ------------------------------ CCA PRISON REALTY TRUST NON-EMPLOYEE TRUSTEES' COMPENSATION PLAN (Full title of the plan) ------------------------------ Copy to: J. Michael Quinlan Elizabeth E. Moore, Esq. Chief Executive Officer Stokes & Bartholomew, P.A. CCA PRISON REALTY TRUST 424 Church Street; Suite 2800 10 Burton Hills Boulevard, Suite 100 Nashville, Tennessee 37219 Nashville, Tennessee 37215 (615) 259-1450 (615) 263-0212 (Name, address and telephone number, including area code, of agent for service) ------------------------------ 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.... 50,000 $30.00 $1,500,000 $442.50 - ---------------------------------------------------------------------------------------------------------------------
(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 JUNE 24, 1998. 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") and Corrections Corporation of America ("CCA") with the Securities and Exchange Commission (the "Commission") pursuant to 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, $.01 par value (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 Annual Report on Form 10-K, for the fiscal year ended December 31, 1997, filed with the Commission pursuant to Section 13(a) of the Exchange Act; and (3) CCA's Annual Report on Form 10-K, for the fiscal year ended December 31, 1997, filed with the Commission pursuant to Section 13(a) of the Exchange Act; and (4) The Company's Quarterly Report on Form 10-Q, for the quarter ended March 31, 1998, filed with the Commission pursuant to Section 13(a) of the Exchange Act. (5) CCA's Quarterly Report on Form 10-Q, for the quarter ended March 31, 1998, 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 or 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. 3 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. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Rusty L. Moore, a trustee of the Company, is the spouse of a shareholder of Stokes & Bartholomew, P.A. and Samuel W. Bartholomew, Jr., a director of CCA, is a shareholder of Stokes & Bartholomew, P.A.. Stokes & Bartholomew, P.A. 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Amended and Restated Declaration of Trust, including Articles Supplementary, (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-11 filed with the Commission on April 24, 1997 and subsequently amended (the "Registration Statement"). 4.2 By-laws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement). 4.3 CCA Prison Realty Trust Non-Employee Trustees' Compensation Plan. 5 Opinion of Stokes & Bartholomew, P.A., regarding the legality of the Company's Common Shares registered hereby.
4 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. 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 offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) 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 this 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 be 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. 5 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 30th day of June, 1998. CCA PRISON REALTY TRUST By: /s/ D. Robert Crants, III -------------------------------------------- D. Robert Crants, III, President and Trustee 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 eery 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 June 30, 1998 - -------------------------- Executive Officer) and Trustee J. Michael Quinlan /s/ D. Robert Crants, III President and Trustee June 30, 1998 - -------------------------- D. Robert Crants, III __________________________ Chief Operating Officer _____________ Michael W. Devlin and Trustee
6 /s/ Doctor R. Crants Chairman; Trustee June 30, 1998 - -------------------------- Doctor R. Crants /s/ Vida H. Carroll Chief Financial Officer (Principal June 30, 1998 - -------------------------- Financial and Accounting Officer) Vida H. Carroll /s/ C. Ray Bell Trustee June 30, 1998 - -------------------------- C. Ray Bell /s/ Richard W. Cardin Trustee June 30, 1998 - -------------------------- Richard W. Cardin /s/ Monroe J. Carell, Jr. Trustee June 30, 1998 - -------------------------- Monroe J. Carell, Jr. __________________________ Trustee _____________ John W Eakin, Jr. /s/ Ted Feldman Trustee June 30, 1998 - -------------------------- Ted Feldman __________________________ Trustee _____________ Jackson W. Moore /s/ Rusty L. Moore Trustee June 30, 1998 - -------------------------- Rusty L. Moore /s/ Joseph V. Russell Trustee June 30, 1998 - -------------------------- Joseph V. Russell /s/ Charles W. Thomas, Ph.D. Trustee June 30, 1998 - --------------------------- Charles W. Thomas, Ph.D.
7 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 30th day of June, 1998. 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 eery 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 June 30, 1998 - -------------------------- Executive Officer; President Doctor R. Crants and Director (Principal Executive Officer) /s/ Darrell K. Massengale Vice President, Finance; Chief June 30, 1998 - -------------------------- Financial Officer; and Secretary Darrell K. Massengale (Principal Financial Officer)
8 /s/ Thomas W. Beasley Chairman Emeritus and Director June 30, 1998 - ----------------------------- Thomas W. Beasley _____________________________ Director _____________ Joseph F. Johnson /s/ Lucius E. Burch, III Director June 30, 1998 - ----------------------------- Lucius E. Burch, III _____________________________ Director _____________ R. Clayton McWhorter /s/ Samuel W. Bartholomew, Jr. Director June 30, 1998 - ------------------------------ Samuel W. Bartholomew, Jr. ______________________________ Director _____________ Jean-Pierre Cuny
EX-4.3 2 CCA PRISON REALTY TRUST COMPENSATION PLAN 1 EXHIBIT 4.3 CCA PRISON REALTY TRUST NON-EMPLOYEE TRUSTEES' COMPENSATION PLAN RECITALS WHEREAS, CCA Prison Realty Trust (the "Company") pays its Non-Employee Trustees (as hereinafter defined) an Annual Retainer (as hereinafter defined) and Meeting Fees (as hereinafter defined) as partial compensation for their services as trustees of the Company; WHEREAS, the Board of Trustees of the Company has determined it is in the Company's best interest to encourage equity ownership in the Company by Non-Employee Trustees and to provide them with a further incentive to remain as trustees of the Company by allowing them to elect to receive between 50 and 100 percent of each of their Annual Retainer and Meeting Fees in Common Shares (as hereinafter defined); and WHEREAS, the terms and conditions under which such Non-Employee Trustees may elect to receive such Common Shares are set forth herein. I. PLAN ADMINISTRATION AND ELIGIBILITY. A. PURPOSE OF THE PLAN. The purpose of this Non-Employee Trustees' Compensation Plan (the "Plan") is to encourage equity ownership in the Company by Non-Employee Trustees whose continued services are considered essential to the Company's continued progress and thus to provide them with a further incentive to remain as trustees of the Company. B. ADMINISTRATION OF THE PLAN. The Board of Trustees of the Company (the "Board") or any committee of the Board (the "Committee") that will satisfy Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations promulgated thereunder, as from time to time may be in effect, including any successor rule ("Rule 16b-3"), shall supervise and administer the Plan. The Committee, if such is created, shall consist solely of two or more "non-employee trustees," each of whom shall be appointed by the Board. For purposes of determining who may serve on the Committee only, a member of the Board shall be deemed to be a "non-employee trustee" only if he satisfies such requirements as the Securities and Exchange Commission may establish for "non-employee directors" under Rule 16b-3. Members of the Board or the Committee, if such is created, shall receive no additional compensation for their services in connection with the administration of the Plan. The Board or the Committee, if such is created, may adopt such rules or guidelines as they deem appropriate to implement the Plan. All questions of interpretation of the Plan or of any shares issued under it shall be determined by the Board or the Committee, if such is created, and such determination shall be final and binding upon all persons having an interest in the Plan. Any or all powers and 2 discretion vested in the Board or the Committee, if such is created, under this Plan may be exercised by any subcommittee so authorized by the Board or the Committee, if such is created, that satisfies the requirements of Rule 16b-3. C. PARTICIPATION IN THE PLAN. Each member of the Board who is not an employee of the Company or Corrections Corporation of America or any of their subsidiaries or affiliates (each, a "Non-Employee Trustee" or collectively, the "Non-Employee Trustees"), shall be eligible to elect to receive up to 100 percent of each of his Annual Retainer and Meeting Fees in Common Shares, pursuant to the terms and conditions of the Plan; provided, however, that no Non-Employee Trustee shall be allowed to request that less than 50% of such trustee's Annual Retainer or Meeting Fees be received in Common Shares. D. SHARES SUBJECT TO THE PLAN. The maximum number of shares of the Company's common shares, $0.01 par value per share (the "Common Shares"),which may be issued under the Plan shall be 50,000. The limitation on the number of Common Shares which may be issued under the Plan shall be subject to adjustment as provided in Section III(C) of the Plan. II. Terms of the Plan. A. EFFECTIVE DATE OF THE PLAN. The Plan shall take effect on the date of adoption by the shareholders of the Company and shall terminate only upon action by the Board. B. TIME FOR ISSUING SHARES. No payments shall be made in Common Shares pursuant to the Plan after the date the Plan is terminated. The applicable terms of this Plan, and any terms and conditions applicable to the Common Shares issued prior to such date, shall survive the termination of the Plan and continue to apply to such Common Shares. C. TERMS AND CONDITIONS OF THE PLAN. I. COMPENSATION ALTERNATIVES. Commencing on the date on which the Board authorizes this Plan through December 31, 1997, a Non-Employee Trustee may make one election to receive up to 100 percent of each of his Annual Retainer and Meeting Fees, earned from the date of the Company's formation on April 23, 1997 through the date of the Company's 1998 Annual Meeting of Shareholders (the "1998 Annual Meeting"), in Common Shares. Such election must be in writing and shall be delivered to the Corporate Secretary of the Company no later than December 31, 1997. This election shall be irrevocable and shall specify the applicable percentage of each of the Annual Retainer and Meeting Fees that such participant wishes to receive in Common Shares; provided however, that no Non-Employee Trustee shall be allowed to request that less than 50% of such trustee's Annual Retainer or Meeting Fees be received in Common Shares. Payments for the Annual Retainer and all Meeting Fees pursuant to this paragraph, whether payable in cash or in Common Shares, will be made on July 1, 1998; provided, however, that should a 3 Non-Employee Trustee fail to make an election by December 31, 1997 as provided in this paragraph, the Annual Retainer and all Meeting Fees payable to such trustee pursuant to this paragraph shall be paid in cash on June 30, 1998. For all subsequent periods, a Non-Employee Trustee may make one election (the "Annual Election") for the period from one Annual Meeting of the Company's shareholders (an "Annual Meeting") to the next Annual Meeting (the "Election Period") to receive up to 100 percent of each of his Annual Retainer and Meeting Fees in Common Shares. The Annual Election must be in writing and shall be delivered to the Corporate Secretary of the Company not later than the last day of the calendar year prior to the year in which the applicable Election Period begins. (Non-Employee Trustees who are initially elected as a trustee during an Election Period shall have thirty days from the date of their election as trustee to make their Annual Election for their initial Election Period.) The Annual Election shall be irrevocable with respect to the Election Period for which it pertains and shall specify the applicable percentage of each of the Annual Retainer and Meeting Fees that such Non-Employee Trustee wishes to receive in Common Shares; provided however, that no Non-Employee Trustee shall be allowed to request that less than 50% of such trustee's Annual Retainer or Meeting Fees be received in Common Shares. If a Non-Employee Trustee fails to make a timely Annual Election for any Election Period in accordance herewith, the Annual Retainer and all Meeting Fees payable to such trustee for such period shall be paid in cash on the Payment Dates (as hereinafter defined). II. PAYMENT OF SHARES. Payment of the Annual Retainer and Meeting Fees, whether in the form of Common Shares or in cash, pursuant to this Plan, shall be made as follows: (a) The amount of each Non-Employee Trustee's Annual Retainer to be paid in Common Shares, if any, and the amount to be paid in cash, if any, shall be prorated and paid quarterly, in equal amounts, on the Payment Dates (i.e., if the Annual Retainer for trustees is $12,000 for a given Election Period, a participating trustee will be paid $3,000 in a combination of cash and/or Common Shares in accordance with such trustee's Annual Election on June 30, September 30, December 31 and March 31). For any quarter in which a Non-Employee Trustee serves less than the entire quarter, payments due hereunder shall be prorated according to the length of time served during the quarterly period to which such payment due corresponds. (b) Unless otherwise specified by resolution of the Board of Trustees, any compensation to be paid in Common Shares, if any, or in cash, if any, for Meeting Fees (other than for reimbursement of reasonable expenses) shall be made on or as of the Payment Date next succeeding the date on which such Meeting Fees have been earned or are otherwise payable or issuable. (c) The number of Common Shares to be issued in payment of retainers and fees that have been denominated in dollars shall be calculated on the basis of the Fair Market Value (as hereinafter defined) on the first Business Day preceding the Payment Date as of which such Common Shares are to be issued. 4 III. FORM OF ISSUANCE OF SHARES. Common Shares issued under the Plan shall be in either book entry form or in certificate form pursuant to the instructions given by the Non-Employee Trustee to the Company's transfer agent. IV. FRACTIONS OF SHARES. The Company shall not issue fractions of Common Shares. Whenever, under the terms of the Plan, a fractional Common Share would otherwise be required to be issued, the Non-Employee Trustee shall be paid in cash for such fractional Common Share based upon the same Fair Market Value which was utilized to determine the number of Common Shares to be issued on the Payment Date. V. BENEFIT UPON DEATH. In the event of a Non-Employee Trustee's death, any and all unpaid Annual Retainer and/or Meeting Fees will be paid in accordance with such Non-Employee Trustee's then current Annual Election to his estate and such person's payments will be transferable by will or pursuant to laws of descent and distribution applicable to such person. III. GENERAL PROVISIONS. A. ASSIGNMENTS. The rights and benefits accruing to the Company's Non-Employee Trustees under this Plan may not be assigned by any such trustee. B. LIMITATION OF RIGHTS. Neither the Plan, nor the issuance of any Common Shares nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a trustee for any period of time, or at any particular rate of compensation. C. SHARE ADJUSTMENT. In the event of any merger, consolidation, reorganization, recapitalization, share dividend, share split, or other change in the corporate structure or capitalization affecting the Company's Common Shares, at the time of such event the Board or the Committee, if such is created, shall make appropriate adjustments to the number (including the aggregate numbers specified in Section I (D) above) and kind of shares to be issued under the Plan. 5 D. AMENDMENT OF THE PLAN. The Board shall have the right to amend, modify, suspend or terminate the Plan at any time for any purpose; provided, that following the initial approval of the Plan by the Company's shareholders, the Company will seek shareholder approval for any change to the extent required by applicable law, regulation or rule or any rule or regulation of the New York Stock Exchange (or any other applicable national stock exchange). E. DEFINITIONS. "Annual Retainer" shall mean the amount of cash compensation to which a Non-Employee Trustee will be entitled to receive for serving as a trustee for one Election Period, but shall not include reimbursement for expenses, Meeting Fees, fees associated with service on any committee of the Board or fees with respect to any other services to be provided to the Company. "Business Day" shall mean, if relevant to a determination of the value of Common Shares, a day on which shares of Common Shares are or could be traded on the New York Stock Exchange (or other national stock exchange, or if not so listed, could be traded over-the-counter). In all other cases, the term shall mean a day on which the offices of the Company are open for the conduct of business in the normal course. "Fair Market Value" shall be the mean of the highest and lowest selling prices for the Common Shares on the New York Stock Exchange on the date in question, as reported in The Wall Street Journal, or if no sales of Common Shares were made on that date, the mean of the highest and lowest prices of the Common Shares on the first preceding day on which sales were made. "Meeting Fees" shall mean the amount to which a Non-Employee Trustee will be entitled to receive for attending meetings, whether annual or special, of the Board and of any committee of the Board on which the Non-Employee Trustee serves, or for any other fees to be paid to the members of the Board, but shall not include reimbursement for expenses. "Payment Date" shall mean June 30, September 30, December 31 and March 31 of any Election Period or if any such day is not a Business Day, on the first Business Day following such day. F. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT. It is the Company's intent that the Plan comply in all respects with Rule 16b-3. If any provision of this Plan is found not to be in compliance with such rule (or any successor provision), the provision shall be deemed null and void, and the remaining provisions of the Plan shall continue in full force and effect. All transactions under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. The Board or the Committee, if such is created, may, in its sole discretion, modify the terms and conditions of this Plan in response to and consistent with any changes in applicable law, rule or regulation. G. NOTICE. Any written notice to the Company required by any of the provisions of this Plan shall be addressed to the Corporate Secretary of the Company and shall become effective when it is received by the Corporate Secretary. 6 H. GOVERNING LAW. This Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Maryland and construed accordingly. EX-5 3 OPINION OF STOKES & BARTHOLOMEW 1 EXHIBIT 5 June 30, 1998 CCA Prison Realty Trust 10 Burton Hills Boulevard Suite 100 Nashville, Tennessee 37215 Re: 1998 Non-Employee Trustees' Compensation Plan 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 50,000 common shares of the Company, $0.01 par value per share (the "Shares"), to be offered and sold pursuant to the terms of the CCA Prison Realty Trust 1998 Non-Employee Trustees' Compensation 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 including Articles Supplementary, (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 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. 2 CCA Prison Realty Trust June 29, 1998 Page 2 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. ------------------------------- EX-23.2 4 CONSENT OF ARTHUR ANDERSEN REGARDING COMPANY 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 January 9, 1998 relating to the financial statements of CCA Prison Realty Trust included in CCA Prison Realty Trust's Form 1O-K for the year ended December 31, 1997 and to all references to our Firm included in or incorporated by reference in this registration statement. /s/ ARTHUR ANDERSEN LLP ------------------------------- Nashville, Tennessee June 26, 1998 EX-23.3 5 CONSENT OF ARTHUR ANDERSEN REGARDING 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 16, 1998 relating to the financial statements of Corrections Corporation of America's Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in or incorporated by reference in this registration statement. /s/ ARTHUR ANDERSEN LLP ------------------------------ Nashville, Tennessee June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----