-----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, Vlm9jh47Iz/HhlWrlze9wp5Ee/CwdrtD3WExdgF1THAd8EmTHE4sZVpX4hne3Mg0 lK3w4KRHtuqpJVFesHK5ew== 0000950144-98-011100.txt : 19981001 0000950144-98-011100.hdr.sgml : 19981001 ACCESSION NUMBER: 0000950144-98-011100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980929 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980930 SROS: NYSE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13560 FILM NUMBER: 98718462 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 8-K 1 CORRECTIONS CORPORATION OF AMERICA FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of Exchange Act of 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 30, 1998 ------------------ Corrections Corporation of America ---------------------------------- (Exact name of registrant as specified in its Charter)
Tennessee 1-13560 62-1156308 --------- ------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number) organization)
10 Burton Hills Boulevard Nashville, Tennessee 37215 ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (615) 263-3000 --------------- NOT APPLICABLE -------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 29, 1998, Corrections Corporation of America, a Tennessee corporation ("CCA"), CCA Prison Realty Trust, a Maryland real estate investment trust ("Prison Realty"), and Prison Realty Corporation, a newly formed Maryland corporation ("New Prison Realty"), entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), whereby CCA will be merged into New Prison Realty, with New Prison Realty as the surviving company, and then Prison Realty will be merged into New Prison Realty, with New Prison Realty as the surviving company (collectively, the "Merger"). Pursuant to the Merger Agreement, in the Merger (i) holders of CCA common stock, $1.00 par value per share (the "CCA Common Stock"), will obtain the right to receive 0.875 share of New Prison Realty common stock, $0.01 par value per share (the "New Prison Realty Common Stock"), for each share of CCA Common Stock they hold; (ii) holders of common shares of Prison Realty, $0.01 par value per share (the "Prison Realty Common Shares"), will receive 1.0 share of New Prison Realty Common Stock for each Prison Realty Common Share they hold; and (iii) holders of the 8.0% Series A Cumulative Preferred Shares of Prison Realty, $0.01 par value per share (the "Prison Realty Series A Preferred Shares"), will receive 1.0 share of New Prison Realty 8.0% Series A Cumulative Preferred Stock, $0.01 par value per share, for each Prison Realty Series A Preferred Share they hold. On September 30, 1998, New Prison Realty filed a Registration Statement on Form S-4 (the "Registration Statement on Form S-4") with respect to the Merger, which contains the Joint Proxy Statement of Prison Realty and CCA. Prison Realty hereby incorporates herein by reference the following sections of the Registration Statement on Form S-4: (i) Material Risk Factors; (ii) The Merger; (iii) The Merger Agreement; (iv) Management and Operations of New Prison Realty After the Merger; (v) Conflicts of Interest; (vi) Material Federal Income Tax Consequences; (vii) New Prison Realty Capital Stock; and (viii) Comparison of Rights of Shareholders of CCA and Stockholders of New Prison Realty. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. CCA and Prison Realty have entered into the Merger Agreement, whereby both companies are merging with and into New Prison Realty. Accordingly, Prison Realty's unaudited condensed consolidated financial statements for the six month period ended June 30, 1998 are incorporated herein by reference to Prison Realty's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, and Prison Realty's audited consolidated financial statements for the period from July 18, 1997 to December 31, 1997 are incorporated herein by reference to Prison Realty's Annual Report on Form 10-K for the year ended December 31, 1997. (b) PRO FORMA FINANCIAL INFORMATION. The following financial statements are incorporated herein by reference to the Registration Statement on Form S-4: (i) Pro Forma Combined Balance Sheet of Prison Realty Corporation as of June 30, 1998; (ii) Pro Forma Combined Statement of Operations of Prison Realty Corporation for the Year Ended December 31, 1997; and (iii) Pro Forma Combined Statement of Operations of Prison Realty Corporation for the Six Months Ended June 30, 1998. (c) EXHIBITS.
Exhibit No. Exhibit ----------- ------- 2.1 Amended and Restated Agreement and Plan of Merger, dated as of September 29, 1998, by and among Corrections Corporation of America, CCA Prison Realty Trust and Prison Realty Corporation, (incorporated by reference to Exhibit 2.1 to Prison Realty Corporation's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 30, 1998). 23.1 Consent of Arthur Andersen LLP
3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CORRECTIONS CORPORATION OF AMERICA Date: September 29, 1998 /s/ Doctor R. Crants ------------------------------ Name: Doctor R. Crants Title: Chief Executive Officer 4 5 EXHIBIT INDEX
Exhibit No. Exhibit ----------- ------- 2.1 Amended and Restated Agreement and Plan of Merger, dated as of September 29, 1998, by and among Corrections Corporation of America, CCA Prison Realty Trust and Prison Realty Corporation (incorporated by reference to Exhibit 2.1 to Prison Realty Corporation's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 30, 1998). 23.1 Consent of Arthur Andersen LLP
EX-23.1 2 CONSENT OF ARTHUR ANDERSEN LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report relating to the financial statements of CCA Prison Realty Trust incorporated by reference in this periodic report on Form 8-K of Corrections Corporation of America into Corrections Corporation of America's previously filed Registration Statement File Numbers 33-12503, 33-30825, 33-30826, 33-42068, 33-42614, 33-61173, 333-31711-01, 333-31743-01, 333-45193, 333-58339-01, 333-59155, and 333-63475-01. ARTHUR ANDERSEN LLP Nashville, Tennessee September 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----