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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12 (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CCA PRISON REALTY TRUST
(Exact name of Registrant as Specified in its Organizational Documents)
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MARYLAND 62-1689525
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
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10 BURTON HILLS BOULEVARD, SUITE 100, NASHVILLE, TENNESSEE 37215
(Address of Principal Executive Offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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8.0% SERIES A CUMULATIVE PREFERRED SHARES, NEW YORK STOCK EXCHANGE
$0.01 PAR VALUE
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) check the following box. [ ]
Securities Act Registration Statement file number to which this form relates:
333-43935
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Securities to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's securities to be registered is
incorporated herein by reference to the information contained in the
Registrant's Prospectus under the heading "Description of Capital Shares," such
Prospectus to be subsequently filed pursuant to Rule 424(b) of the Securities
Act.
Item 2. EXHIBITS.
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3.1 Amended and Restated Declaration of Trust of the Company.(1)
3.2 Articles Supplementary to the Company's Declaration of Trust
classifying the Series A Cumulative Preferred Shares.(2)
3.3 Amended and Restated Bylaws of the Registrant.(1)
4.1 Specimen of Certificate representing the Registrant's Series A
Cumulative Preferred Shares.(3)
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(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-11 (Commission File 333-25727) Amendment No. 2 (filed June
16, 1997) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-11 (Commission File 333-43935 filed January 9, 1998) and
incorporated herein by reference.
(3) Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Nashville, State of Tennessee, on the 26th day of January 1998.
CCA PRISON REALTY TRUST
By: /s/ D. Robert Crants, III
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D. Robert Crants, III
President
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EXHIBIT LIST
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EXHIBIT NUMBER DESCRIPTION
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4.1 Specimen of Registrant's Series A Preferred Shares
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Exhibit 4.1
SERIES A CUMULATIVE SERIES A CUMULATIVE
PREFERRED SHARES PREFERRED SHARES
$25 PER SHARE $25 PER SHARE
LIQUIDATION PREFERENCE LIQUIDATION PREFERENCE
FORMED UNDER THE LAWS
OF THE STATE OF MARYLAND
NUMBER SHARES
PZNA
THIS CERTIFICATE IS TRANSFERABLE CUSIP 12486R 20 7
IN NEW YORK, NEW YORK SEE REVERSE FOR
OR BOSTON, MASSACHUSETTS CERTAIN DEFINITIONS
CCA PRISON REALTY TRUST
THIS CERTIFIES THAT
IS THE REGISTERED HOLDER OF
FULLY-PAID AND NON-ASSESSABLE SERIES A CUMULATIVE PREFERRED SHARES, $25 PER
SHARE LIQUIDATION PREFERENCE, PAR VALUE $.01 PER SHARE, OF
CCA Prison Realty Trust transferable on the books of the Company by the holder
hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.
In Witness Whereof, the Company has caused the facsimile signatures of its duly
authorized officers and the facsimile of its seal to be printed hereon.
[SEAL]
Dated:
COUNTERSIGNED AND REGISTERED:
BANKBOSTON, N.A.
TRANSFER AGENT
AND REGISTRAR,
/s/ Vida H. Carroll
CHIEF FINANCIAL
BY OFFICER, SECRETARY /s/ D. Robert Crants, III
AUTHORIZED SIGNATURE AND TREASURER PRESIDENT
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CCA PRISON REALTY TRUST
The securities represented by this certificate are subject to
restrictions on transfer as set forth in the Declaration of Trust of the
Company. No Person may (i) Beneficially Own or Constructively Own Common Shares
in excess of 9.8% of the number of outstanding Common Shares, (ii) Beneficially
Own or Constructively Own Preferred Shares in excess of 9.8% of the number of
outstanding Preferred Shares, (iii) Beneficially Own Equity Shares that would
result in the Trust being "closely held" under Section 856(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), or (iv) Constructively Own
Equity Shares that would cause the Trust to Constructively Own 10% or more of
the ownership interests in a tenant of the Trust's real property, within the
meaning of Sections 856(d)(2)(8) of the Code. Any Person who attempts to
Beneficially Own or Constructively Own shares of Equity Shares in excess of the
above limitations must immediately notify the Trust in writing. If the
restrictions above are violated, the Equity Shares represented hereby will be
transferred automatically and by operation of law to a Share Trust and shall be
designated Shares-in-Trust. All capitalized terms in this legend have the
meanings defined in the Company's Declaration of Trust, as the same may be
further amended from time to time, a copy of which, including the restrictions
on transfer, will be sent without charge to each shareholder who so requests.
THE COMPANY HAS THE AUTHORITY TO ISSUE SHARES OF MORE THAN ONE CLASS.
THE COMPANY WILL, ON REQUEST AND WITHOUT CHARGE, FURNISH A FULL STATEMENT OF THE
DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERM AND
CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH THE COMPANY IS
AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE COMPANY
AT ITS PRINCIPAL OFFICE.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian
TEN ENT -- as tenants by the entireties ------------- --------
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants Under Uniform Gifts to Minors
in common Act
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(State)
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Additional abbreviations may also be used though not in the above list.
For value received, ______________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)
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of the Series A Cumulative Preferred Shares represented by the within
certificate, and do hereby irrevocably constitute and appoint
___________________________________ Attorney to transfer the said stock on the
books of the within named Company with full power of substitution in the
premises.
Dated:
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Signature:
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Notice: The signature to this assignment must correspond with the name as written upon the face
of the certificate in every particular, without alteration or enlargement or any change whatever.
Signature guaranteed:
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THE SIGNATUE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Act 10.
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