<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1998
REGISTRATION NO. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORRECTIONAL PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Governing Instruments)
MARYLAND 65-0823232
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
GARDENS PLAZA, SUITE 430
3300 PGA BOULEVARD
PALM BEACH GARDENS, FLORIDA 33410
(561) 691-6624
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
MR. CHARLES R. JONES
GARDENS PLAZA, SUITE 430
3300 PGA BOULEVARD
PALM BEACH GARDENS, FLORIDA 33410
(561) 691-6624
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
WACKENHUT CORRECTIONS
CORPORATION
(Exact Name of Co-Registrant as Specified in its Charter)
FLORIDA 65-0043078
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
4200 WACKENHUT DRIVE
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
JAMES P. ROWAN, ESQ.
4200 WACKENHUT DRIVE
PALM BEACH GARDENS, FLORIDA 33410-4243
1998 EMPLOYEE SHARE INCENTIVE PLAN
1998 NON-EMPLOYEE TRUSTEES' SHARE OPTION PLAN
(Full Title of the Plans)
----------------
COPIES OF ALL COMMUNICATIONS TO:
BRADLEY D. HOUSER, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED
MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED 2) OFFERING PRICE PER SHARE(3) OFFERING PRICE(3) FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest, par value
$.001 per share(1) 675,000 $20.00 $13,500,000.00 $3,982.50
======================================================================================================================
</TABLE>
(1) Includes shares issuable under both the Correctional Properties Trust
1998 Employee Share Incentive Plan and the Correctional Properties
Trust 1998 Non-Employee Trustees' Share Option Plan.
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Plans.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
The proposed maximum offering price per share is based on the mid-point
of the range of estimated initial public offering price per share of
$19.00 to $21.00, which is set forth in Correctional Properties Trust's
Registration Statement on Form S-11 (Regis. No. 333-46681).
Total Number of Sequentially Numbered Pages: _____
Exhibit Index on Sequentially Numbered Page: ______
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the 1998 Employee Share Incentive
Plan and the 1998 Non-Employee Trustees' Share Option Plan (collectively, the
"Plans") of Correctional Properties Trust (the "Company") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof will be available to participants in the Plans, without charge, upon
written or oral request. Any such request should be directed to Patrick T.
Hogan, Vice President and Chief Financial Officer, Correctional Properties
Trust, Gardens Plaza, Suite 430, 3300 PGA Boulevard, Palm Beach Gardens, Florida
33410, Telephone (561) 691-6624.
3
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Company or
Wackenhut Corrections Corporation ("Wackenhut Corrections") with the Commission
pursuant to the Securities Act or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
(a) The Company's Final Prospectus dated April 23, 1998, which
forms part of the Company's Registration Statement on Form
S-11 (Regis. No. 333-46681);
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on April 14, 1998, and any amendment or report
filed with the Commission for the purpose of updating such
description; and
(c) Wackenhut Corrections' Annual Report on Form 10-K for the
fiscal year ended December 28, 1997, which was filed by
Wackenhut Corrections with the Commission on February 20,
1998.
(d) Wackenhut Corrections' Current Report on Form 8-K filed with
the Commission on April 23, 1998.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such document with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or superseded such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Maryland law provides that shareholders and trustees of a Maryland real
estate investment trust are not personally liable for the obligations of the
real estate investment trust; provided, however, that a trustee is not relieved
from any liability of a trust or its security holders for any act that
constitutes (a) bad faith, (b) wilful misfeasance, (c) gross negligence or (d)
reckless disregard of the trustee's duties.
4
<PAGE> 5
Maryland law permits a Maryland real estate investment trust to include
in its declaration of trust provisions limiting the liability of its trustees
and officers to the trust and its shareholders for money damages except for, in
general, liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services for the amount of the benefit or profit in
money, property or services actually received or (b) active and deliberate
dishonesty established by a final judgment as being material to the matter
giving rise to the cause of action. The Articles of Amendment and Restatement of
Declaration of Trust (the "Declaration of Trust") of the Company will contain a
provision which eliminates a trustee's or officer's liability of the Company and
its shareholders for money damages to the maximum extent permitted by Maryland
law.
The Declaration of Trust and the Amended and Restated Bylaws of the
Company (the "Bylaws") will require the Company to indemnify and advance
expenses to a trustee or officer of the Company to the maximum extent permitted
by Maryland law.
Maryland law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as permitted by the MGCL for directors, officers, employees
and agents of Maryland corporations. The MGCL permits a Maryland corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful. However,
a Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. Maryland law requires a Maryland corporation to
indemnify against reasonable expenses a director or officer who has been
successful on the merits or otherwise, in the defense of any proceeding to which
he is made a party by reason of his service in that capacity. In accordance with
the MGCL, the Bylaws require the Company as a condition to advancing expenses,
to obtain (a) a written affirmation by the trustee or officer of his good faith
belief that he has met the standard of conduct necessary for indemnification by
the Company as authorized by the Bylaws and (b) a written undertaking by or on
his behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met. The Bylaws
will permit the Company to indemnify and advance expenses to any person who
served a predecessor of the Company as a trustee, director, officer, or partner
and to any employee or agent of the Company or a predecessor of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 -- Form of Articles of Amendment and Restatement of
Declaration of Trust of Correctional Properties Trust
(incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-11 -- Regis.
No. 333-46681).
5
<PAGE> 6
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.2 -- Form of Amended and Restated Bylaws of Correctional
Properties Trust (incorporated by reference to Exhibit
3.4 of the Company's Registration Statement on Form S-11
-- Regis. No. 333-46681).
4.3 -- Form of certificate evidencing ownership of Common
Shares of Beneficial Interest of the Company
(incorporated by reference to Exhibit 3.5 of the
Company's Registration Statement on Form S-11 -- Regis.
No. 333-46681).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Correctional Properties Trust's 1998 Employee Share
Incentive Plan (incorporated by reference to Exhibit
10.7 of the Company's Registration Statement on Form
S-11 -- Regis. No. 333-46681).
10.2 -- Correctional Properties Trust's 1998 Non-Employee
Trustees' Share Option Plan (incorporated by reference
to Exhibit 10.8 of the Company's Registration Statement
on Form S-11 -- Regis. No. 333- 46681).
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included
in opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature
page hereto).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act.
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
6
<PAGE> 7
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, 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 by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, 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 of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly approved, in the City of
Palm Beach Gardens, State of Florida, on the 28th day of April, 1998.
CORRECTIONAL PROPERTIES TRUST
By: /s/ CHARLES R. JONES
----------------------------------------------
Charles R. Jones
PRESIDENT, CHIEF EXECUTIVE OFFICER AND TRUSTEE
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Charles R. Jones and Patrick T.
Hogan his true and lawful attorneys-in-fact, each acting alone, with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George C. Zoley Chairman of the Board April 28, 1998
- --------------------------------------------
Dr. George C. Zoley
/s/ Charles R. Jones President and Chief Executive April 28, 1998
- -------------------------------------------- Officer and Trustee (Principal
Charles R. Jones Executive Officer)
/s/ Patrick T. Hogan Vice President and Chief Financial April 28, 1998
- ------------------------------------------- Officer (Principal Financial and
Patrick T. Hogan Accounting Officer)
</TABLE>
8
<PAGE> 9
SIGNATURES
Prsuant to the requirements of the securities act of 1933, Wackenhut
Corrections Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on form s-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State
of Florida, on the 28th day of April, 1998.
WACKENHUT CORRECTIONS CORPORATION
By: /s/ John G. O'Rourke
-----------------------------------------
John G. O'Rourke
Senior Vice President - Finance, Treasurer
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John G. O'Rourke and David N.T.
Watson his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George C. Zoley Vice Chairman of the Board and April 28, 1998
- -------------------------------------------- Chief Executive Officer (Principal
Dr. George C. Zoley Chief Executive
/s/ John G. O'Rourke Senior Vice President - Finance, April 28, 1998
- -------------------------------------------- Treasurer and Chief Financial
John G. O'Rourke Officer (Principal Financial Officer)
/s/ David N.T. Watson Controller, Chief Accounting April 28, 1998
- -------------------------------------------- Officer, and Assistant Treasurer
David N.T. Watson (Principal Accounting Officer)
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ GEORGE R. WACKENHUT Director April 28, 1998
- --------------------------------------------
George R. Wackenhut
/S/ RICHARD R. WACKENHUT Director April 28, 1998
- --------------------------------------------
Richard R. Wackenhut
/S/ NORMAN A. CARLSON Director April 28, 1998
- --------------------------------------------
Norman A. Carlson
/S/ BENJAMIN R. CIVILETTI Director April 28, 1998
- --------------------------------------------
Benjamin R. Civiletti
/S/ MANUEL J. JUSTIZ Director April 28, 1998
- --------------------------------------------
Manuel J. Justiz
/S/ JOHN F. RUFFLE Director April 28, 1998
- --------------------------------------------
John F. Ruffle
</TABLE>
10
<PAGE> 11
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 -- Form of Articles of Amendment and Restatement Of
Declaration of Trust of Correctional Properties Trust
(incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-11 -- Regis.
No. 333-46681).
4.2 -- Form of Amended and Restated Bylaws of Correctional
Properties Trust (incorporated by reference to Exhibit
3.4 of the Company's Registration Statement on Form S-11
-- Regis. No. 333-46681).
4.3 -- Form of certificate evidencing ownership of Common
Shares of Beneficial Interest of the Company
(incorporated by reference to Exhibit 3.5 of the
Company's Registration Statement on Form S-11 -- Regis.
No. 333-46681).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Form of Correctional Properties Trust's 1998 Employee
Share Incentive Plan (incorporated by reference to
Exhibit 10.7 of the Company's Registration Statement on
Form S-11 -- Registration No. 333-46681).
10.2 -- Form of Correctional Properties Trust's 1998
Non-Employee Trustees' Share Option Plan (incorporated
by reference to Exhibit 10.8 of the Company's
Registration Statement on Form S-11 -- Registration No.
333-46681).
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included
in opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature
page hereto).
11
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
SUNTRUST INTERNATIONAL CENTER
28TH FLOOR
ONE S.E. THIRD AVENUE
MIAMI, FLORIDA 33131-1704
(305) 374-5600
TELECOPY (305) 374-5095
APRIL 28, 1998
Correctional Properties Trust
Gardens Plaza, Suite 430
3300 PGA Boulevard
Palm Beach Gardens, FL 33410
Gentlemen:
We have acted as special counsel to Correctional Properties Trust, a
Maryland real estate investment trust (the "Company") with respect to the filing
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") covering the issuance of up to 675,000 shares of the
Company's common shares of beneficial interest, par value $.001 per share (the
"Shares") pursuant to the Company's 1998 Employee Share Incentive Plan and 1998
Non-Employee Trustees' Share Option Plan (collectively, the "Plans").
Based on our review of the Company's Articles of Amendment and
Restatement of Declaration of Trust, Amended and Restated Bylaws, the plans and
documents related thereto, and such other documents and records as we have
deemed necessary and appropriate, we are of the opinion that:
1. The Company is duly formed and validly existing as a real estate
investment trust in good standing under the laws of the State of
Maryland.
2. When the Shares are properly authorized for issuance in accordance
with the Plans, the Shares will have been duly authorized for
issuance, and, when thereafter sold, issued and paid for as
contemplated by the Registration Statement and the Plans, the Shares
will have been validly and legally issued and will be fully paid and
nonassessable under the laws of the State of Maryland.
Please note that we have relied exclusively upon the opinion of
Venable, Baetjer and Howard, LLP, Baltimore, Maryland, with respect to matters
of Maryland law. We consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement.
Very Truly Yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
-------------------------------------
/s/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated February 6, 1998, included in Wackenhut Corrections Corporation's
Annual Report on Form 10-K for the fiscal year ended December 28, 1997, our
report dated February 20, 1998, on Correctional Properties Trust as of February
20, 1998 included in Correctional Properties Trust's filing on Form S-11
(Registration No. 333-46681) and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
West Palm Beach, Florida,
April 23, 1998.
