-----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, Uc+WW1XFcsvbQTmdl5BUe82Z3Tk4tjX5o57OZc8TmCYONxN9v22e9wLa9CFgOHnz 5qozhWc/jYSpGAdH6MS15A== 0000950144-97-007730.txt : 19970711 0000950144-97-007730.hdr.sgml : 19970711 ACCESSION NUMBER: 0000950144-97-007730 CONFORMED SUBMISSION TYPE: S-11/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970710 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-11/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-25727 FILM NUMBER: 97638891 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-11/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-25727-01 FILM NUMBER: 97638892 BUSINESS ADDRESS: STREET 1: 102 WOODMONT BLVD STE 800 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6152923100 S-11/A 1 CCA PRISON REALTY TRUST AMENDMENT #6 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1997 REGISTRATION NOS. 333-25727 333-25727-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 6 TO 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) --------------------- 2200 ABBOTT MARTIN ROAD J. MICHAEL QUINLAN SUITE 201 CHIEF EXECUTIVE OFFICER NASHVILLE, TENNESSEE 37215 CCA PRISON REALTY TRUST (615) 460-7452 2200 ABBOTT MARTIN ROAD (Address of Principal Executive Offices of SUITE 201 Registrant) NASHVILLE, TENNESSEE 37215 (615) 460-7452 (Name and Address of Agent for Service for Registrant)
--------------------- CORRECTIONS CORPORATION OF AMERICA (Exact name of Co-Registrant as Specified in its Charter) 102 WOODMONT BOULEVARD DOCTOR R. CRANTS SUITE 800 CHIEF EXECUTIVE OFFICER NASHVILLE, TENNESSEE 37205 102 WOODMONT BOULEVARD (615) 292-3100 SUITE 800 (Address of Principal Executive Offices of NASHVILLE, TENNESSEE 37205 Co-Registrant) (615) 292-3100 (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, NASHVILLE, TENNESSEE 37219 FIRST AMERICAN CENTER, 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. [ ] ___________ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 30. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Set forth below are certain registration, filing and listing fees and an estimate of the other fees and expenses to be incurred in connection with the issuance and distribution of the Common Shares offered hereby. Securities and Exchange Commission Registration Fee......... $ 135,390 NASD Filing Fee............................................. 30,500 New York Stock Exchange Original Listing Fee................ 161,390 Blue Sky Fees and Expenses (including attorneys' fees)...... 2,500 Accounting Fees and Expenses................................ 335,000 Attorneys' Fees and Expenses................................ 1,270,000 Printing and Engraving Expenses............................. 700,000 Transfer Agent's Fees....................................... 12,000 Trustees' and Officers' Insurance........................... 175,000 Miscellaneous Expenses...................................... 278,250 ---------- Total............................................. $3,100,000 ==========
- --------------- * To be filed by amendment. ITEM 31. SALES TO SPECIAL PARTIES. The Company was formed as a Maryland real estate investment trust in April 1997, with one shareholder being issued 1,000 Common Shares in consideration of $1,000. Upon consummation of the Offering, D. Robert Crants, III and Michael W. Devlin will each receive 150,000 Common Shares as a development fee and for services rendered and as reimbursement of actual costs incurred in connection with the formation of the Company, the consummation of the Offering and the closing of the Initial Facilities. The reimbursed costs include certain costs related to property due diligence, employee compensation, travel and overhead. ITEM 32. RECENT SALES OF UNREGISTERED SECURITIES. All of the Common Shares issued by the Company discussed in Item 31 above were issued pursuant to an exemption from the registration requirements of the Securities Act contained in Section 4(2) of the Securities Act. ITEM 33. 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 II-1 3 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 will obtain trustees and officers liability insurance. ITEM 34. TREATMENT OF PROCEEDS FROM SECURITIES BEING REGISTERED. Not applicable. II-2 4 ITEM 35. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements Included in this Registration Statement, including the Prospectus:
PAGE ---- CCA PRISON REALTY TRUST FINANCIAL STATEMENTS Report of Independent Public Accountants............... F-2 Balance Sheet as of April 23, 1997..................... F-3 Notes to Balance Sheet................................. F-4 CCA PRISON REALTY TRUST PRO FORMA FINANCIAL STATEMENTS Pro Forma Statements of Operations for the year ended December 31, 1996 and the three months ended March 31, 1997.................................................. 33 Pro Forma Balance Sheet as of March 31, 1997........... 34 CORRECTIONS CORPORATION OF AMERICA PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Pro Forma Consolidated Balance Sheet as of March 31, 1997.................................................. F-6 Notes to Pro Forma Consolidated Balance Sheet.......... F-7 Pro Forma Consolidated Statement of Operations for the year ended December 31, 1996.......................... F-8 Pro Forma Consolidated Statement of Operations for the three months ended March 31, 1997..................... F-9 CORRECTIONS CORPORATION OF AMERICA CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Public Accountants............... F-10 Consolidated Balance Sheets as of December 31, 1996 and 1995.................................................. F-11 Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994................ F-12 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994................ F-13 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1996, 1995 and 1994.......... F-15 Notes to the Consolidated Financial Statements......... F-16 CORRECTIONS CORPORATION OF AMERICA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Condensed Consolidated Balance Sheet as of March 31, 1997 and December 31, 1996............................ F-30 Condensed Consolidated Statements of Operations for the three months ended March 31, 1997 and 1996............ F-31 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 1997 and 1996............ F-32 Notes to Condensed Consolidated Financial Statements... F-34
(b) Exhibits:
EXHIBIT NUMBER - ---------- *1 -- Form of Underwriting Agreement *2 -- Agreement of Sale and Purchase Between CCA Prison Realty Trust and Corrections Corporation of America *3.1 -- Amended and Restated Declaration of Trust of CCA Prison Realty Trust *3.2 -- Amended and Restated Bylaws of CCA Prison Realty Trust *3.3 -- Specimen of certificate representing the Common Shares
II-3 5
EXHIBIT NUMBER - ---------- *4 -- Provisions defining the rights of shareholders are found in Sections 8-10 and 15 and Article II in the Amended and Restated Declaration of Trust and Amended and Restated Bylaws, respectively, of CCA Prison Realty Trust (included as Exhibits 3.1 and 3.2 to the Registration Statement) *5.1 -- Opinion of Stokes & Bartholomew, P.A., regarding the validity of the Common Shares being offered hereby *5.2 -- Opinion of Miles & Stockbridge, A Professional Corporation, regarding the validity of the Common Shares being offered hereby *8.1 -- Opinion of Stokes & Bartholomew, P.A., regarding certain federal income tax matters. *8.2 -- Opinion of Sherrard & Roe, PLC, regarding certain federal income tax matters *10.1(a) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Northeast Ohio Correctional Center *10.1(b) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Torrance County Detention Facility *10.1(c) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Southern Colorado Correctional Facility *10.1(d) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the North Fork Correctional Facility *10.1(e) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Whiteville Correctional Center *10.2 -- Form of Master Agreement to Lease Between CCA Prison Realty Trust and Corrections Corporation of America *10.3 -- Form of Lease Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Leased Properties *10.4 -- Right to Purchase Agreement Between CCA Prison Realty Trust and Corrections Corporation of America *10.5 -- Form of Trade Name Use Agreement Between CCA Prison Realty Trust and Corrections Corporation of America *10.6 -- Commitment for Arrangement of Bank Credit Facility and Financing with Summary of Terms and Conditions from First Union National Bank of Tennessee and First Union Capital Market Corp. and accepted by CCA Prison Realty Trust *10.7 -- Form of Officer and Trustee Indemnification Agreement between CCA Prison Realty Trust and its trustees and officers *10.8 -- Form of Employment Agreement between J. Michael Quinlan and CCA Prison Realty Trust *10.9 -- Form of Employment Agreement between D. Robert Crants, III and CCA Prison Realty Trust *10.10 -- Form of Employment Agreement between Michael W. Devlin and CCA Prison Realty Trust *10.11 -- Form of CCA Prison Realty Trust 1997 Employee Share Incentive Option Plan *10.12 -- Form of CCA Prison Realty Trust Non-Employee Trustees' Share Option Plan, as amended *21 -- List of Subsidiaries of CCA Prison Realty Trust
II-4 6
EXHIBIT NUMBER - ---------- *23.1 -- Consent of Stokes & Bartholomew, P.A. (included in Exhibits 5.1 and 8.1) *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, A Professional Corporation (included in Exhibit 5.2) *23.5 -- Consent of Sherrard & Roe, PLC (included in Exhibit 8.2) *23.6 -- Consent of Private Corrections Project Center for Studies in Criminology and Law -- University of Florida at Gainesville *24 -- Power of Attorney (included in the signature pages) *27 -- Financial Data Schedule
- --------------- * Previously filed ** Filed herewith ITEM 36. UNDERTAKINGS. (1) The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser. (2) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has 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 Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the Common Shares, the Registrant 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. (3) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A under the Securities Act and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (4) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (5) CCA hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of CCA's annual report pursuant to Section 13(a) or 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. II-5 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment Number 6 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly approved, in the City of Nashville, State of Tennessee, on the 10th day of July, 1997. 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 Amendment Number 6 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chief Executive Officer (Principal July 10, 1997 - --------------------------------------------------- Executive Officer) and Trustee J. Michael Quinlan * President and Trustee July 10, 1997 - --------------------------------------------------- D. Robert Crants, III * Chief Development Officer and July 10, 1997 - --------------------------------------------------- Trustee Michael W. Devlin * Chief Financial Officer (Principal July 10, 1997 - --------------------------------------------------- Financial and Accounting Officer) Vida H. Carroll * Chairman; Trustee July 10, 1997 - --------------------------------------------------- Doctor R. Crants * Trustee July 10, 1997 - --------------------------------------------------- C. Ray Bell * Trustee July 10, 1997 - --------------------------------------------------- Richard W. Cardin * Trustee July 10, 1997 - --------------------------------------------------- Monroe J. Carell, Jr. * Trustee July 10, 1997 - --------------------------------------------------- John W. Eakin, Jr. * Trustee July 10, 1997 - --------------------------------------------------- Ted Feldman * Trustee July 10, 1997 - --------------------------------------------------- Jackson W. Moore
II-6 8
SIGNATURE TITLE DATE --------- ----- ---- * Trustee July 10, 1997 - --------------------------------------------------- Rusty L. Moore * Trustee July 10, 1997 - --------------------------------------------------- Joseph V. Russell * Trustee July 10, 1997 - --------------------------------------------------- Charles W. Thomas, Ph.D *By: /s/ D. ROBERT CRANTS, III ---------------------------------------------- D. Robert Crants, III Attorney-in-Fact
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Corrections Corporation of America has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 10th day of July, 1997. 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 Amendment has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board; Chief July 10, 1997 - --------------------------------------------------- Executive Officer; and Director Doctor R. Crants (Principal Executive Officer) * Vice President, Finance; Chief July 10, 1997 - --------------------------------------------------- Financial Officer; Secretary and Darrell K. Massengale Treasurer (Principal Financial and Accounting Officer) * Chairman Emeritus and Director July 10, 1997 - --------------------------------------------------- Thomas W. Beasley Director July , 1997 - --------------------------------------------------- Joseph F. Johnson * Director July 10, 1997 - --------------------------------------------------- William F. Andrews * Director July 10, 1997 - --------------------------------------------------- R. Clayton McWhorter
II-7 9
SIGNATURE TITLE DATE --------- ----- ---- * Director July 10, 1997 - --------------------------------------------------- Samuel W. Bartholomew, Jr. Director July , 1997 - --------------------------------------------------- Jean-Pierre Cuny *By: /s/ DOCTOR R. CRANTS ---------------------------------------------- Doctor R. Crants Attorney-in-Fact
II-8 10 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------- ----------------------- *1 -- Form of Underwriting Agreement.............................. *2 -- Agreement of Sale and Purchase Between CCA Prison Realty Trust and Corrections Corporation of America................ *3.1 -- Amended and Restated Declaration of Trust of CCA Prison Realty Trust................................................ *3.2 -- Amended and Restated Bylaws of CCA Prison Realty Trust...... *3.3 -- Specimen of certificate representing the Common Shares...... *4 -- Provisions defining the rights of shareholders are found in Sections 8-10 and 15 and Article II in the Amended and Restated Declaration of Trust and Amended and Restated Bylaws, respectively, of CCA Prison Realty Trust (included as Exhibits 3.1 and 3.2 to the Registration Statement)...... *5.1 -- Opinion of Stokes & Bartholomew, P.A., regarding the validity of the Common Shares being offered hereby.......... *5.2 -- Opinion of Miles & Stockbridge, A Professional Corporation, regarding the validity of the Common Shares being offered hereby *8.1 -- Opinion of Stokes & Bartholomew, P.A., regarding certain federal income tax matters.................................. *8.2 -- Opinion of Sherrard & Roe, PLC, regarding certain federal income tax matters.......................................... *10.1(a) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Northeast Ohio Correctional Center.......................... *10.1(b) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Torrance County Detention Facility.......................... *10.1(c) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Southern Colorado Correctional Facility..................... *10.1(d) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the North Fork Correctional Facility.................................. *10.1(e) -- Option Agreement Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Whiteville Correctional Center.............................. *10.2 -- Form of Master Agreement to Lease Between CCA Prison Realty Trust and Corrections Corporation of America................ *10.3 -- Form of Lease Between CCA Prison Realty Trust and Corrections Corporation of America with respect to the Leased Properties........................................... *10.4 -- Right to Purchase Agreement Between CCA Prison Realty Trust and Corrections Corporation of America...................... *10.5 -- Form of Trade Name Use Agreement Between CCA Prison Realty Trust and Corrections Corporation of America................ *10.6 -- Commitment for Arrangement of Bank Credit Facility and Financing with Summary of Terms and Conditions from First Union National Bank of Tennessee and First Union Capital Market Corp. and accepted by CCA Prison Realty Trust........ *10.7 -- Form of Officer and Trustee Indemnification Agreement between CCA Prison Realty Trust and its trustees and officers....................................................
11
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------- ----------------------- .8 -- Form of Employment Agreement between J. Michael Quinlan and *10 CCA Prison Realty Trust..................................... *10.9 -- Form of Employment Agreement between D. Robert Crants, III and CCA Prison Realty Trust................................. *10.10 -- Form of Employment Agreement between Michael W. Devlin and CCA Prison Realty Trust..................................... *10.11 -- Form of CCA Prison Realty Trust 1997 Employee Share Incentive Option Plan....................................... *10.12 -- Form of CCA Prison Realty Trust Non-Employee Trustees' Share Option Plan, as amended..................................... *21 -- List of Subsidiaries of CCA Prison Realty Trust............. *23.1 -- Consent of Stokes & Bartholomew, P.A. (included in Exhibits 5.1 and 8.1)................................................ **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, A Professional Corporation (included in Exhibit 5.2)................................... *23.5 -- Consent of Sherrard & Roe, PLC (included in Exhibit 8.2).... *23.6 -- Consent of Private Corrections Project Center for Studies in Crimonology and Law -- University of Florida at Gainesville *24 -- Power of Attorney (included in the signature pages)......... *27 -- Financial Data Schedule.....................................
- --------------- * Previously filed ** Filed herewith -----END PRIVACY-ENHANCED MESSAGE-----