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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
CCA Prison Realty Trust
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
12486R 10 8
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.12486R 10 8 13G Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookside Capital Partners Fund, L.P.
EIN No.: 04-3313066
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(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
NUMBER OF 0 shares
SHARES --------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 0 shares
WITH --------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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12. TYPE OF REPORTING PERSON*
PN
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Page 2 of 7
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Item 1(a). NAME OF ISSUER
The name of the issuer to which this filing on Schedule 13G relates is CCA
Prison Realty Trust (the "Company").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
The principal executive offices of the Company are located at 10 Burton Hills
Boulevard, Suite 100, Nashville, Tennessee 37215.
Item 2(a). NAME OF PERSON FILING
This Statement is being filed on behalf of Brookside Capital Partners Fund,
L.P. (the "Brookside Fund"). Brookside Capital Investors, L.P., a Delaware
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limited partnership ("Brookside Investors"), is the sole general partner of the
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Brookside Fund. Brookside Capital Investors, Inc., a Delaware corporation
("Brookside Inc."), is the sole general partner of Brookside Investors.
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Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The principal business address of each of the Brookside Fund, Brookside
Investors and Brookside Inc. is Two Copley Place, Boston, Massachusetts 02116.
Item 2(c). CITIZENSHIP
Each of the Brookside Fund, Brookside Investors and Brookside Inc. is
organized under the laws of the State of Delaware.
Item 2(d). TITLE OF CLASS OF SECURITIES
The class of equity securities of the Company to which this filing on
Schedule 13G relates is Common Stock, par value $.01 per share.
Page 3 of 7
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Item 2(e). CUSIP NUMBER
The CUSIP number of the Company's Common Stock is 12486R 10 8.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO (S)(S) 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not
applicable.
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with (S)13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
[x] IF THIS STATEMENT IS FILED PURSUANT TO (S)240.13d-1(c), CHECK THIS
BOX.
Item 4. OWNERSHIP
Item 4(a). AMOUNT BENEFICIALLY OWNED
As of the close of business on December 31, 1999, the Brookside Fund owned
zero shares of the Common Stock outstanding of the Company. The Brookside Fund
acts by and through its general partner, Brookside Investors. Brookside
Investors acts by and through its general partner, Brookside Inc. Mr. W. Mitt
Romney is the sole shareholder, sole director, President and Chief Executive
Officer of Brookside Inc. and thus is the controlling person of Brookside Inc.
Page 4 of 7
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Item 4(b). PERCENT OF CLASS
As of the close of business on December 31, 1999, the Brookside Fund owned 0%
of the Common Stock outstanding of the Company. The aggregate percentage of
Common Stock reported owned by the Brookside Fund is based upon 118,168,443
shares of Common Stock outstanding, which is the total number of Common Stock
outstanding as of August 11, 1999 based on representations made in the Company's
quarterly report for the quarterly period ended June 30, 1999 on Form 10-Q filed
with the Securities and Exchange Commission on August 11, 1999.
Item 4(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [x].
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
Page 5 of 7
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Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
Page 6 of 7
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Item 10. CERTIFICATION
Inasmuch as the reporting persons are no longer the beneficial owners of
more than five percent of the number of shares outstanding, the reporting
persons have no further reporting obligation under Section 13(d) of the
Securities and Exchange Commission thereunder, and the reporting persons
have no obligation to amend this Statement if any material change occurs in
the facts set forth herein. By signing below, the undersigned certifies
that, to the best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
Dated: February 11, 2000
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: /s/ Roy Edgar Brakeman, III
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Name: Roy Edgar Brakeman, III
Title: Managing Director
