<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-Q/A
------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _____ to _____
Commission File Number: 1-13049
CCA PRISON REALTY TRUST
(Exact name of Registrant as specified in its declaration of trust)
Maryland 62-1689525
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2200 Abbott Martin Road, Suite 201, Nashville, Tennessee 37215
(Address and zip code of principal executive offices)
(615) 460-7452
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No x
--- ---
21,576,000
(Outstanding shares of the issuer's common shares, $0.01 par value per share,
as of August 15, 1997)
- --------------------------------------------------------------------------------
<PAGE> 2
CCA PRISON REALTY TRUST
FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statement. 2
Balance Sheet as of June 30, 1997 2
Notes to Balance Sheet 3-4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 5-10
Item 3. Quantitative and Qualitative Disclosures
About Market Risk. 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 11
Item 2. Changes in Securities. 11
Item 3. Defaults upon Senior Securities. 11
Item 4. Submission of Matters to a Vote of Security Holders. 11
Item 5. Other Information. 11
Item 6. Exhibits and Reports on Form 8-K. 11-14
SIGNATURES
</TABLE>
1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS.
CCA PRISON REALTY TRUST
(A MARYLAND REAL ESTATE INVESTMENT TRUST)
BALANCE SHEET
JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Cash and cash equivalents $ 1,000
===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accrued expenses $1,250,000
Shareholders' equity:
Preferred shares, $.01 par value; 10,000,000 shares authorized;
none outstanding $ --
Common shares, $.01 par value; 90,000,000 shares authorized;
1,000 shares issued and outstanding 1,000
Additional paid in capital (1,250,000)
----------
($1,249,000)
----------
$ 1,000
==========
</TABLE>
The accompanying notes are an integral part of this balance sheet.
2
<PAGE> 4
CCA PRISON REALTY TRUST
(A MARYLAND REAL ESTATE INVESTMENT TRUST)
NOTES TO BALANCE SHEET
JUNE 30, 1997
1. ORGANIZATION AND OPERATIONS
CCA Prison Realty Trust (the "Company") was formed April 23, 1997 as a
Maryland real estate investment trust. The Company had no operations through
June 30, 1997 but issued 1,000 common shares, $0.01 par value per share, of the
Company (the "Common Shares") to a founding shareholder.
As operations of the Company have not commenced, there are no
statements of operations or cash flows for the period ended June 30, 1997, and,
accordingly, no such statements are presented. The Company has incurred
substantial expenses in the organizational period which will be paid in
conjunction with the formation transactions as described in note 5. The
estimated liability for organizational costs and the corresponding reduction to
the Company's capital account is $1,250,000; no effect on current year
operations is anticipated from these liabilities. The Balance Sheet has been
prepared by the Company in accordance with the accounting policies described in
its Registration Statement on Form S-11 (Commission File No. 333-25727) and
should be read in conjunction with that document.
In the opinion of management, all adjustments necessary to present
fairly the financial position at June 30, 1997 have been made.
2. FEDERAL INCOME TAXES
At the earliest possible date, the Company plans to qualify as a real
estate investment trust ("REIT") under the Internal Revenue Code of 1986, as
amended (the "Code"), and, accordingly, will not be subject to federal income
taxes on amounts distributed to shareholders provided that it distributes at
least 95% of its real estate investment trust taxable income and meets certain
other requirements.
3. PREFERRED SHARES
No preferred shares are outstanding. Preferred Shares may be issued
from time to time without shareholder approval with terms and conditions
established by the Board of Trustees of the Company.
4. PRO FORMA RESULTS OF OPERATIONS
In its Registration Statement on Form S-11 (Commission File No.
333-25727) filed with the Commission, the Company included certain pro forma
results of operations which estimated the Company's financial position, as of
the year ended December 31, 1996 and the three months ended March 31, 1997, as
if the Company had completed the Offering and acquired the Facilities at the
beginning of such periods.
In such Registration Statement, the Company estimated that after giving
effect to the Offering (as hereinafter defined) and the acquisition of the
Initial Facilities (as hereinafter defined) and the Northeast Ohio Option
Facility, revenues would have been $41.2 million for the year ended December 31,
1996 and $10.3 million for the three months ended March 31, 1997. Net income
would have been $28.5 million or $1.51 per share for the year ended December 31,
1996, and $7.1 million or $0.38 per share for the three months ended March 31,
1997. Depreciation, amortization and other non-cash expenses would have been
$10.5 million for the year ended December 31, 1996 and $2.6 million for the
three months ended March 31, 1997, respectively.
3
<PAGE> 5
5. SUBSEQUENT EVENTS
In July 1997, the Company raised net proceeds of approximately $417
million in its initial public offering (the "Offering") and consummated the
transactions described below (collectively, the "Formation Transactions"). In
the Offering the Company sold 21,275,000 of its Common Shares, (including
2,775,000 Common Shares sold upon the exercise in full of the underwriters'
over-allotment option).
On July 18, 1997, the Company acquired the following nine correctional
and detention facilities (the "Initial Facilities") from CCA and certain of its
subsidiaries for an aggregate purchase price of $308.1 million:
(i) Houston Processing Center, located in Houston, Texas;
(ii) Laredo Processing Center, located in Laredo, Texas;
(iii) Bridgeport Pre-Parole Transfer Facility, located in Bridgeport,
Texas;
(iv) Mineral Wells Pre-Parole Transfer Facility, located in Mineral
Wells, Texas;
(v) West Tennessee Detention Facility, located in Mason, Tennessee;
(vi) Leavenworth Detention Center, located in Leavenworth, Kansas;
(vii) Eloy Detention Center, located in Eloy, Arizona;
(viii) Central Arizona Detention Center, located in Florence, Arizona;
and
(ix) T. Don Hutto Correctional Center, located in Taylor, Texas.
Additionally, on July 28, 1997, the Company exercised its option to purchase the
Northeast Ohio Correctional Center, located in Youngstown, Ohio from CCA. The
Company acquired the Northeast Ohio Correctional Center for a purchase price of
$70.1 million, (the Northeast Ohio Correctional Center, along with the Initial
Facilities, are sometimes referred to collectively as the "Facilities"). The
Company purchased a 100% interest in the real property and all tangible personal
property associated with each of the Facilities from CCA or its subsidiaries.
The real and personal property associated with each of the Facilities was used
by CCA or its subsidiaries in the ownership and operation of correctional and
detention facilities. The Company will continue to use the property in the same
manner by leasing each of the Facilities back to CCA who will use the property
in the operation of correctional and detention facilities.
Simultaneously with the acquisition of each of the Facilities by the
Company, the Company entered into agreements with CCA to lease the Facilities
back to CCA pursuant to long-term, non-cancelable triple net leases which
require CCA to pay all operating expenses, taxes, insurance and other costs.
All of the leases provide for base rent with certain annual escalations and
have primary terms ranging from 10-12 years which may be extended at the fair
market rates for three additional five-year periods upon the mutual
agreement of the Company and CCA.
Further, the Company has remaining options at any time during the
three-year period following the acquisition of the Initial Facilities to
purchase and leaseback any or all of four indentified, facilities from CCA or
its subsidiaries for CCA's or such subsidiaries' cost of developing,
constructing and equipping such facilities, plus 5% of such costs, aggregating
approximately $149.5 million. In addition, the Company has an option to
acquire, at fair market value, and lease back to CCA, any correctional or
detention facility acquired or developed and owned by CCA in the future for a
period of three years following the date CCA first receives inmates at such
facility. The obligations of CCA under the Leases are cross-defaulted to each
of the other Leases with respect to payment defaults and certain other
defaults. Each Lease (and any future lease with CCA) may be terminated by the
Company, at its option, at any time after the first five years of the lease,
upon 18 months written notice to CCA.
Finally, contemporaneously with the closing of the Offering, the
Company entered into a $150 million bank credit facility (the "Bank Credit
Facility") from a group of banks led by First Union National Bank of Tennessee.
4
<PAGE> 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
CCA Prison Realty Trust (the "Company") was formed as a Maryland real
estate investment trust on April 23, 1997. The Company had no operations for
the period ended June 30, 1997. See "-- Results of Operations." The Company is
a self-administered real estate investment trust ("REIT") formed to capitalize
on the opportunities created by the increased demand for private correctional
and detention facilities. The Company expects to qualify as a REIT for federal
income tax purposes commencing with its taxable year ending December 31, 1997.
The principal business strategy of the Company is to acquire
correctional and detention facilities that meet the Company's investment
criteria, from both private prison managers and government entities, to expand
its existing facilities, and to lease all such facilities under long-term leases
to qualified third-party operators, including affiliates of the sellers. The
Company intends to initially focus its investments on privately-managed
facilities that are owned and operated by Corrections Corporation of America, a
Tennessee corporation ("CCA"), or its subsidiaries. However, the Company will
also pursue other opportunities, including acquisitions and lease backs of, or
financings for, correctional facilities owned and operated by various government
entities and private operators other than CCA or its subsidiaries. Substantially
all of the Company's initial revenues are expected to be derived from: (i) rents
received under triple net leases of correctional and detention facilities; and
(ii) interest earned from the temporary investment of funds in short-term
investments.
The Company will incur operating and administrative expenses including,
principally, compensation expense for its executive officers and other
employees, office rental and related occupancy costs and various expenses
incurred in the process of acquiring additional properties. The Company will be
self-administered and managed by its executive officers and staff, and will not
engage a separate advisor or pay an advisory fee for administrative or
investment services, although the Company will engage legal, accounting, tax and
financial advisors from time to time. The primary non-cash expense of the
Company will be the depreciation of its correctional and detention facilities.
The Company also expects to leverage its portfolio of real estate
equity investments and will incur long and short-term indebtedness, and related
interest expense, from time to time.
5
<PAGE> 7
The Company intends to make distributions to its shareholders in
amounts not less than the amounts required to maintain REIT status under the
Internal Revenue Code of 1986, as amended (the "Code"), and, in general,
in amounts exceeding taxable income.
SUBSEQUENT EVENTS
In July 1997, the Company raised net proceeds of approximately
$417.7 million in its initial public offering (the "Offering") and used a
portion of such proceeds to consummate the transactions described below
(collectively, the "Formation Transactions"). In the Offering the Company sold
21,275,000 of its Common Shares, $0.01 par value per share (the "Common
Shares") (including 2,775,000 Common Shares sold upon the exercise in full of
the underwriters' over-allotment option).
On July 18, 1997, the Company acquired the following nine correctional
and detention facilities (the "Initial Facilities") from CCA and certain of its
subsidiaries for an aggregate purchase price of $308.1 million:
(i) Houston Processing Center located in Houston, Texas;
(ii) Laredo Processing Center located in Laredo, Texas;
(iii) Bridgeport Pre-Parole Transfer Facility, located in
Bridgeport, Texas;
(iv) Mineral Wells Pre-Parole Transfer Facility, located in Mineral
Wells, Texas;
(v) West Tennessee Detention Facility, located in Mason,
Tennessee;
(vi) Leavenworth Detention Center, located in Leavenworth, Kansas;
(vii) Eloy Detention Center, located in Eloy, Arizona;
(viii) Central Arizona Detention Center, located in Florence,
Arizona; and
(ix) T. Don Hutto Correctional Center, located in Taylor, Texas.
Additionally, on July 28, 1997, the Company exercised its option to purchase the
Northeast Ohio Correctional Center, located in Youngstown, Ohio from CCA. The
Company acquired the Northeast Ohio Correctional Center from CCA for a purchase
price of $70.1 million (the Northeast Ohio Correctional Center, along with the
Initial Facilities, are sometimes referred to collectively as, the
"Facilities"). The Company purchased a 100% interest in the real property and
all tangible personal property associated with each of the Facilities from CCA.
The real and personal property associated with each of the Facilities was used
by CCA in the ownership and operation of correctional and detention facilities.
The Company will continue to use the property in the same manner by leasing each
of the Facilities back to CCA who will use the property in the operation of
correctional and detention facilities.
Further, the Company has remaining options at any time during the
three-year period following the acquisition of the Initial Facilities to
purchase and leaseback any or all of four identified correctional and detention
facilities from CCA or its subsidiaries for CCA's or such subsidiaries' costs
of developing, constructing and equipping such facilities, plus 5% of such
costs, aggregating approximately $149.5 million (the "Option Facilities"). In
addition, the Company has an option to acquire, at fair market value, and lease
back to CCA, any correctional or detention facility acquired or developed and
owned by CCA in the future for a period of three years following the date CCA
first receives inmates at such facility. As a result of these transactions, the
Company and CCA will have several ongoing relationships, some of which could
give rise to possible conflicts of interest.
6
<PAGE> 8
Simultaneously with the acquisition of each of the Facilities by the
Company, the Company entered into agreements with CCA to lease the Facilities
back to CCA pursuant to long-term, non-cancelable triple net leases (the
"Leases"), which require CCA to pay all operating expenses, taxes, insurance and
other costs. All of the leases provide for base rent with certain annual
escalations and have primary terms ranging from 10-12 years which may be
extended at the fair market rates for three additional five-year periods upon
the mutual agreement of the Company and CCA. The obligations of CCA under the
Leases are cross-defaulted to each of the other Leases with respect to payment
defaults and certain other defaults. Each Lease (and any future lease with CCA)
may be terminated by the Company, at its option, at any time after the first
five years of the lease, upon 18 months written notice to CCA.
Finally, contemporaneously with the closing of the Offering, the
Company entered into a $150 million bank credit facility (the "Bank Credit
Facility") from a group of banks led by First Union National Bank of Tennessee.
RESULTS OF OPERATIONS
The Company had no operations for the period ending June 30, 1997. As
of June 30, 1997, the Company, however, had incurred $1.25 million of accrued
organizational costs in connection with the Offering. The Company's future
results of operations will depend upon the financial performance of the
Facilities, the Company's ability to acquire other correctional and detention
facilities, and the terms of any subsequent investments the Company may make.
PRO FORMA RESULTS OF OPERATIONS
In its Registration Statement on Form S-11 (Commission File No.
333-25727) filed with the Commission, the Company included certain pro forma
results of operations which estimated the Company's financial position, as of
the year ended December 31, 1996 and the three months ended March 31, 1997, as
if the Company had completed the Offering and acquired the Facilities at the
beginning of such periods.
In such Registration Statement, the Company estimated that after giving
effect to the Offering and the acquisition of the Initial Facilities and the
Northeast Ohio Option Facility, revenues would have been $41.2 million for the
year ended December 31, 1996 and $10.3 million for the three months ended March
31, 1997. Net income would have been $28.5 million or $1.51 per share for the
year ended December 31, 1996, and $7.1 million or $0.38 per share for the three
months ended March 31, 1997. Depreciation, amortization and other non-cash
expenses would have been $10.5 million for the year ended December 31, 1996 and
$2.6 million for the three months ended March 31, 1997, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company anticipates that its initial working capital and cash from
operations, together with the Bank Credit Facility, will provide adequate
liquidity to conduct its operations, fund administrative and operating costs,
interest payments, and acquisitions and allow distributions to the Company's
shareholders in accordance with the Code's requirements for qualification as a
REIT and to avoid any corporate level federal income or excise tax.
7
<PAGE> 9
In order to qualify as a REIT for federal income tax purposes, the
Company will be required to make substantial distributions to its shareholders.
The following factors, among others, will affect the Company's ability to make
distributions and will influence the decisions of the Board of Trustees
regarding distributions: (i) scheduled increases in base rent under the Leases
with respect to the Facilities; and (ii) returns from short-term investments
pending application of the net proceeds of the Offering. Although the Company
will receive most of its rental payments on a monthly basis, it intends to make
distributions quarterly. Amounts accumulated for distribution will be invested
by the Company in short-term money market instruments.
All facilities owned by the Company will be leased under triple net
leases, which require the lessee to pay substantially all expenses associated
with the operation of such facilities. As a result of these arrangements, the
Company does not believe it will be responsible for any major expenses in
connection with the Facilities during the terms of the respective Leases. The
Company anticipates entering into similar leases with respect to all additional
properties. After the terms of the respective leases expire, or in the event a
lessee is unable to meet its obligations, the Company anticipates that any
expenditures it might become responsible for in maintaining its facilities will
be funded by cash from operations and, in the case of major expenditures,
possibly by borrowings. To the extent that unanticipated expenditures or
significant borrowings are required, the Company's liquidity may be adversely
affected.
The Company may raise additional long-term capital by issuing, in
public or private transactions, equity or debt securities, but the availability
and terms of such issuance will depend upon the market and other conditions. The
Company anticipates that as a result of its initially low debt to total
capitalization and its intention to maintain a debt to total capitalization of
50% or less, it will be able to obtain financing for its long-term capital
needs. However, there can be no assurance that such additional financing or
capital will be available on terms acceptable to the Company. The Company may,
under certain circumstances, borrow additional amounts in connection with the
renovation or expansion of the Facilities, the acquisition of additional
properties, including the Option Facilities or, as necessary, to meet certain
distribution requirements imposed on REITs under the Internal Revenue Code.
Acquisitions will be made subject to the investment objectives and
policies to maximize both current income and long-term growth in income. The
Company's liquidity requirements with respect to future acquisitions may be
reduced to the extent the Company uses Common Shares as consideration for such
purchases.
8
<PAGE> 10
INFLATION
Management believes that inflation should not have a material adverse
effect on the operating expenses of the Company because such expenses are
relatively insignificant as a percentage of revenues. Because the Bank Credit
Facility provides for a variable interest rate, inflation could have a material
adverse effect on the Company's interest expense if interest rates increase
substantially during any year. Accordingly, when appropriate, based on the then
current interest rates, management may seek to replace the Bank Credit Facility
with a credit facility that provides for a fixed interest rate.
IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
The preceding section, "Management's Discussions and Analysis of
Financial Condition and Results of Operations," and other sections of this
Quarterly Report contain various "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which represents the Company's
expectations or beliefs concerning future events, including, without limitation,
statements containing the words, "believes," "anticipates," "expects" and words
of similar import; and also including, without limitation, the following:
statements regarding the Company's continuing ability to target and acquire high
quality correctional and detention facilities; the expected availability other
debt and equity financing to support the Company's future operating and capital
requirements; financial performance; the planned acquisition and/or financing of
correctional and detention facilities; the expected dividend distribution rate;
the intended limit on the Company's level of consolidated indebtedness; the
expected tax treatment of the Company's operations; and the Company's beliefs
about continued growth in the corrections and detention industry. Such
forward-looking statements relate to future events and the future financial
performance of the Company and the industry and involve known and unknown risks,
uncertainties and other important factors which could cause actual results,
performance or achievements of the Company or industry to differ materially from
the future results, performance or achievements expressed or implied by such
forward-looking statements.
9
<PAGE> 11
Readers should carefully consider the various factors identified in
the preceding section, "Management's Discussion and Analysis of Financial
Condition and Results of Operation," and elsewhere in this Quarterly Report that
could cause actual results to differ materially from the results predicted in
the forward-looking statements. Further, the Company specifically cautions
readers to consider the following important factors in conjunction with the
forward-looking statements: the possible decline in the Company's ability to
locate and acquire quality correctional and detention facilities and to
negotiate acceptable lease terms; the possibility that Company management lacks
the skill to manage the Company's planned process of acquisitions and
expansions; the potential conflicts of interest which may arise between the
Company and CCA; the Company's lack of an operating history; the Company's lack
of control over day-to-day operations and management over its facilities;
the possible adverse effect of changing economic conditions, including interest
rate movements and changes in the corrections and detention industry market
both locally and nationally; the effect of severe weather or natural disasters;
and the effect of competitive pressures. Because of the foregoing factors,
among others, the actual results achieved by the Company in the future may
differ materially from the expected results described in the forward-looking
statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
10
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable.
ITEM 2. CHANGES IN SECURITIES.
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A. The following action was taken on May 9, 1997 by the written
consent of James W. Phillips, the sole shareholder of the
Company on such date, acting without a meeting:
The Amended and Restated Declaration of Trust of the Company, as
recommended by the Board of Trustees, was approved thereby amending the
Company's original Declaration of Trust in order to enable the Company to list
its common shares on the New York Stock Exchange.
B. The following action was taken on May 12, 1997 by the written
consent of James W. Phillips, the sole shareholder of the Company on such date,
acting without a meeting:
The CCA Prison Realty Trust 1997 Employee Share Incentive Plan and the
CCA Prison Realty Trust Non-Employee Trustees' Share Option Plan were approved
and adopted.
ITEM 5. OTHER INFORMATION.
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A. EXHIBITS
2 Agreement of Sale and Purchase between CCA Prison Realty
Trust, a Maryland real estate investment trust (the "Company")
and Corrections Corporation of America, a Tennessee
corporation ("CCA") (previously filed as Exhibit 2 to the
Company's Registration Statement on Form S-11 (Commission
File No. 333-25727) Amendment No. 4 (Filed July 9, 1997) and
incorporated herein by reference).
3.1 Amended and Restated Declaration of Trust of the Company
(previously filed as
11
<PAGE> 13
Exhibit 3.1 to the Company's Registration Statement on Form
S-11 (Commission File No. 333-25727) Amendment No. 1 (Filed
June 16, 1997) and incorporated herein by reference).
3.2 Amended and Restated Bylaws of the Company (previously filed
as Exhibit 3.2 to the Company's Registration Statement on Form
S-11 (Commission File No. 333-25727) Amendment No. 1 (Filed
June 16, 1997) and incorporated herein by reference).
10.1 Option Agreement between the Company and CCA with respect to
the Northeast Ohio Correctional Center (previously filed as
Exhibit 10.1(a) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
10.2 Option Agreement between the Company and CCA with respect to
the Torrance County Detention Facility (previously filed as
Exhibit 10.1(b) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
10.3 Option Agreement between the Company and CCA with respect to
the Southern Colorado Correctional Facility (previously filed
as Exhibit 10.1(c) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
10.4 Option Agreement between the Company and CCA with respect to
the North Fork Correctional Facility (previously filed as
Exhibit 10.1(d) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
10.5 Option Agreement between the Company and CCA with respect to
the Whiteville Correctional Center (previously filed as
Exhibit 10.1(e) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
*10.6 Master Agreement to Lease between the Company and CCA.
*10.7 Lease Agreement between the Company and CCA with respect to
the Houston Processing Center.
*10.8 Lease Agreement between the Company and CCA with respect to
the Laredo Processing Center.
*10.9 Lease Agreement between the Company and CCA with respect to
the Bridgeport Pre-Parole Transfer Facility.
*10.10 Lease Agreement between the Company and CCA with respect to
the Mineral Wells Pre-Parole Transfer Facility.
12
<PAGE> 14
*10.11 Lease Agreement between the Company and CCA with respect to
the West Tennessee Detention Facility.
*10.12 Lease Agreement between the Company and CCA with respect to
the Leavenworth Detention Center.
*10.13 Lease Agreement between the Company and CCA with respect to
the Eloy Detention Center.
*10.14 Lease Agreement between the Company and CCA with respect to
the Central Arizona Detention Center.
*10.15 Lease Agreement between the Company and CCA with respect to
the T. Don Hutto Correctional Center.
10.16 Right to Purchase Agreement between the Company and CCA
(previously filed as Exhibit 10.4 to the Company's
Registration Statement on Form S-11 (Commission File No.
333-25727) Amendment No. 4 (Filed July 9, 1997) and
incorporated herein by reference).
*10.17 Trade Name Use Agreement between the Company and CCA.
10.18 Lease Agreement between the Company and CCA with respect to
the Northeast Ohio Correctional Facility (previously filed as
Exhibit 10.5 to the Company's Current Report on Form 8-K
(Filed August 4, 1997) and incorporated by reference herein).
*10.19 Credit Agreement, by and among, the Company, various Lenders,
First Union National Bank of Tennessee, as administrative
agent, and Southtrust Bank, National Association, as
co-agent.
*10.20 Security Agreement entered into by the Company in favor of
First Union National Bank of Tennessee.
*10.21 Officer and Trustee Indemnification Agreement between the
Company and its trustees and officers.
*10.22 Employment Agreement between J. Michael Quinlan and the
Company.
*10.23 Employment Agreement between D. Robert Crants, III and the
Company,
*10.24 Employment Agreement between Michael W. Devlin and the
Company.
*10.25 The Company's 1997 Employee Share Incentive Option Plan.
*10.26 The Company's Non-Employee Trustees' Share Option Plan, as
amended.
*27 Financial Data Schedule. (for SEC use only)
- ------------------
* Previously filed
13
<PAGE> 15
B. REPORTS ON FORM 8-K
The Company did not file any Current Reports on Form 8-K during the
quarter ended June 30, 1997. However, on August 4, 1997, the Company did file a
Current Report on Form 8-K pursuant to Item 2 of such form, with respect to the
purchase of 10 correctional and detention facilities from CCA. Certain financial
statements of the Company were incorporated into the Form 8-K by reference to
the Company's Prospectus filed with the Commission pursuant to Rule 424(b)(3) of
the Securities Act of 1933, as amended on July 15, 1997.
14
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amended Quarterly Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CCA PRISON REALTY TRUST
/s/ Vida H. Carroll
--------------------------------------------
Vida H. Carroll
Chief Financial Officer
Date: August 26, 1997
<PAGE> 17
EXHIBIT INDEX
2 Agreement of Sale and Purchase between CCA Prison Realty
Trust, a Maryland real estate investment trust (the "Company")
and Corrections Corporation of America, a Tennessee
corporation ("CCA") (previously filed as Exhibit 2 to the
Company's Registration Statement on Form S-11 (Commission
File No. 333-25727) Amendment No. 4 (Filed July 9, 1997) and
incorporated herein by reference).
3.1 Amended and Restated Declaration of Trust of the Company
(previously filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-11 (Commission File No. 333-25727)
Amendment No. 1 (Filed June 16, 1997) and incorporated herein
by reference).
3.2 Amended and Restated Bylaws of the Company (previously filed
as Exhibit 3.2 to the Company's Registration Statement on Form
S-11 (Commission File No. 333-25727) Amendment No. 1 (Filed
June 16, 1997) and incorporated herein by reference).
10.1 Option Agreement between the Company and CCA with respect to
the Northeast Ohio Correctional Center (previously filed as
Exhibit 10.1(a) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
10.2 Option Agreement between the Company and CCA with respect to
the Torrance County Detention Facility (previously filed as
Exhibit 10.1(b) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
10.3 Option Agreement between the Company and CCA with respect to
the Southern Colorado Correctional Facility (previously filed
as Exhibit 10.1(c) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
10.4 Option Agreement between the Company and CCA with respect to
the North Fork Correctional Facility (previously filed as
Exhibit 10.1(d) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
10.5 Option Agreement between the Company and CCA with respect to
the Whiteville Correctional Center (previously filed as
Exhibit 10.1(e) to the Company's Registration Statement on
Form S-11 (Commission File No. 333-25727) Amendment No. 4
(Filed July 9, 1997) and incorporated herein by reference).
*10.6 Master Agreement to Lease between the Company and CCA.
*10.7 Lease Agreement between the Company and CCA with respect to
the Houston Processing Center.
*10.8 Lease Agreement between the Company and CCA with respect to
the Laredo Processing Center.
*10.9 Lease Agreement between the Company and CCA with respect to
the Bridgeport Pre-Parole Transfer Facility.
*10.10 Lease Agreement between the Company and CCA with respect to
the Mineral Wells Pre-Parole Transfer Facility.
<PAGE> 18
*10.11 Lease Agreement between the Company and CCA with respect to
the West Tennessee Detention Facility.
*10.12 Lease Agreement between the Company and CCA with respect to
the Leavenworth Detention Center.
*10.13 Lease Agreement between the Company and CCA with respect to
the Eloy Detention Center.
*10.14 Lease Agreement between the Company and CCA with respect to
the Central Arizona Detention Center.
*10.15 Lease Agreement between the Company and CCA with respect to
the T. Don Hutto Correctional Center.
10.16 Right to Purchase Agreement between the Company and CCA
(previously filed as Exhibit*10.4 to the Company's
Registration Statement on Form S-11 (Commission File No.
333-25727) Amendment No. 4 (Filed July 9, 1997) and
incorporated herein by reference).
*10.17 Trade Name Use Agreement between the Company and CCA.
10.18 Lease Agreement between the Company and CCA with respect to
the Northeast Ohio Correctional Facility (previously filed as
Exhibit*10.5 to the Company's Current Report on Form 8-K
(Filed August 4, 1997) and incorporated by reference herein).
*10.19 Credit Agreement, by and among, the Company, various Lenders,
First Union National Bank of Tennessee, as administrative
agent, and Southtrust Bank, National Association, as
co-agent.
*10.20 Security Agreement by the Company in favor of First Union
National Bank of Tennessee.
*10.21 Officer and Trustee Indemnification Agreement between the
Company and its trustees and officers.
*10.22 Employment Agreement between J. Michael Quinlan and the
Company.
*10.23 Employment Agreement between D. Robert Crants, III and the
Company,
*10.24 Employment Agreement between Michael W. Devlin and the
Company.
*10.25 The Company's 1997 Employee Share Incentive Option Plan.
*10.26 The Company's Non-Employee Trustees' Share Option Plan, as
amended.
*27 Financial Data Schedule. (for SEC use only)
- ------------
* Previously Filed
