<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRISON REALTY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 62-1763875
(State of Incorporation) (I.R.S. Employer Identification Number)
10 BURTON HILLS BOULEVARD, NASHVILLE, TENNESSEE 37215
(615) 263-0200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
DOCTOR R. CRANTS
CHIEF EXECUTIVE OFFICER
10 BURTON HILLS BOULEVARD, NASHVILLE, TENNESSEE 37215
(615) 263-0200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
ELIZABETH E. MOORE, ESQ. F. MITCHELL WALKER, JR., ESQ.
STOKES & BARTHOLOMEW, P.A. BASS, BERRY & SIMS PLC
SUNTRUST CENTER FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37219 NASHVILLE, TENNESSEE 37238
(615) 259-1450/FAX (615) 269-1470 (615) 742-6200/FAX (615) 742-6298
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-65017
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
AMOUNT AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE(1) FEE
- ------------------------------------- ---------- ----------- -------------
<S> <C> <C> <C>
Shares of Common Stock, $0.01 Par
Value Per Share ..................... 6,579,512 $119,253,655 $33,152
Shares of Common Stock, $0.01 Par
Value Per Share ..................... 2,556,542 $ 54,166,734 $15,058
TOTAL FEE:
$48,210
</TABLE>
(1) The 6,579,512 shares in the first line are anticipated to be issued upon
conversion of 7,519,441 shares of common stock of Corrections Corporation
of America, and the proposed maximum aggregate offering price is estimated
pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee and is based on the average of the high and low reported
sale prices of the common stock of Corrections Corporation of America on
the New York Stock Exchange on December 29, 1998. The 2,556,542 shares in
the second line are anticipated to be issued upon conversion of 2,556,542
shares of common stock of CCA Prison Realty Trust, and the proposed maximum
aggregate offering price is estimated pursuant to Rule 457(c) solely for
the purpose of calculating the registration fee and is based on the average
of the high and low reported sale prices of the common stock of CCA Prison
Realty Trust on the New York Stock Exchange on December 29, 1998.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement on Form S-4 is being filed to register additional
shares of the common stock, $0.01 par value per share, of Prison Realty
Corporation ("New Prison Realty") as permitted by Rule 462(b) of the General
Rules and Regulations under the Securities Act of 1933, as amended. The
additional shares of common stock will be issued in the merger of Corrections
Corporation of America ("CCA") and CCA Prison Realty Trust ("Prison Realty")
into New Prison Realty. The merger is described in New Prison Realty's
Registration Statement on Form S-4 (File No. 333-65017), the related prospectus
filed pursuant to Rule 424(b)(4) on October 30, 1998 and the related prospectus
supplement filed pursuant to Rule 424(b)(3) on November 20, 1998 (the "First
Form S-4"). The additional shares of New Prison Realty common stock being
registered include shares of New Prison Realty common stock expected to be
issued upon conversion of the following in the merger:
- 3,294,052 shares of CCA common stock issued and sold prior to
the effective time of the merger under CCA's "shelf"
registration statement on Form S-3 (File No. 333-66783, which
was filed on November 4, 1998 and became effective on November
16, 1998) (convertible into 2,882,296 shares of New Prison
Realty common stock in the merger);
- 680,473 shares of CCA common stock issued or issuable upon
exercise of outstanding CCA stock options (convertible into
595,414 shares of New Prison Realty common stock in the
merger);
- 3,544,916 shares of CCA common stock issued upon exercise of a
warrant held by Sodexho Alliance, S.A. This warrant was
outstanding when the New Prison Realty Form S-4 was filed and
is described under "Information About Our Companies --
Information About CCA -- Relationship and Related Transactions
with Sodexho" in the First Form S-4 (convertible into
3,101,802 shares of New Prison Realty common stock in the
merger); and
- 2,556,542 Prison Realty common shares issued and sold prior
to the effective time of the merger under Prison Realty's
"shelf" registration statement on Form S-3. This "shelf"
registration statement is described under "Material Risk
Factors -- New Prison Realty Will be Dependent on Outside
Financing to Support Its Growth; Dilutive Effect of Such
Financing and Potential Reduction of Earnings and Profits
Distribution," "The Merger -- Prison Realty Financings," and
"Additional Information -- Recent Developments -- Securities
Financings" in the First Form S-4 (convertible into
2,556,542 shares of New Prison Realty common stock in the
merger).
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information and exhibits in the Registration Statement on Form S-4 filed by
New Prison Realty with the Securities and Exchange Commission (File No.
333-65017) pursuant to the Securities Act of 1933, as amended (defined above as
the "First Form S-4"), is incorporated by reference into this Registration
Statement.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Nashville, Tennessee on December 30, 1998.
PRISON REALTY CORPORATION
/s/ Doctor R. Crants
--------------------------------------
By: Doctor R. Crants
Chief Executive Officer
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/ Doctor R. Crants
____________________________________ Chief Executive Officer (Principal December 30, 1998
Doctor R. Crants Executive Officer), Chairman and Director
*
____________________________________ Vice Chairman and Director December 30, 1998
J. Michael Quinlan
/s/ D. Robert Crants, III
____________________________________ President and Director December 30, 1998
D. Robert Crants, III
*
____________________________________ Chief Operating Officer and Director December 30, 1998
Michael W. Devlin
/s/ Vida H. Carroll
____________________________________ Chief Financial Officer (Principal Financial December 30, 1998
Vida H. Carroll and Accounting Officer)
*
____________________________________ Director December 30, 1998
C. Ray Bell
*
____________________________________ Director December 30, 1998
Richard W. Cardin
*
____________________________________ Director December 30, 1998
Monroe J. Carell, Jr.
*
____________________________________ Director December 30, 1998
John W. Eakin, Jr.
*
____________________________________ Director December 30, 1998
Ted Feldman
*
____________________________________ Director December 30, 1998
Jackson W. Moore
*
____________________________________ Director December 30, 1998
Rusty L. Moore
*
____________________________________ Director December 30, 1998
Joseph V. Russell
*
____________________________________ Director December 30, 1998
Charles W. Thomas, Ph.D.
/s/ D. Robert Crants, III
*By_________________________________
D. Robert Crants, III Attorney-in-fact
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -------------------------------------------------------------
5.1 Opinion of Stokes & Bartholomew, P.A. regarding the validity
of the New Prison Realty common stock being offered hereby.
5.2 Opinion of Miles & Stockbridge P.C. regarding the validity of
the New Prison Realty common stock being offered hereby.
23.1 Consent of Stokes & Bartholomew, P.A. (included in exhibit
5.1).
23.2 Consent of Miles & Stockbridge P.C. (included in exhibit 5.2).
23.3 Consent of Arthur Andersen LLP with respect to Prison Realty.
23.4 Consent of Arthur Andersen LLP with respect to CCA.
23.5 Consent of Arthur Andersen LLP with respect to Correctional
Management Services Corporation.
23.6 Consent of Bass, Berry & Sims PLC.
<PAGE> 1
Exhibit 5.1
[Stokes & Bartholomew, P.A. Letterhead]
December 30, 1998
Prison Realty Corporation
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of the shares of common stock, $0.01 par value per share (the
"Common Stock") of Prison Realty Corporation, a Maryland corporation (the
"Company"), on its Registration Statement on Form S-4 (No. 333-65017) and a
related Registration Statement on Form S-4 to register additional shares of
Common Stock filed on the date hereof pursuant to Rule 462(b) (the "Registration
Statement"), we have examined such records, certificates and documents as we
deemed necessary for the purpose of this opinion. In addition, we have relied on
that certain opinion of Miles & Stockbridge P.C., special Maryland counsel to
the Company. Based on that examination and in such reliance, we advise you that
in our opinion the Common Stock has been duly and validly authorized and, when
issued upon the terms set forth in the Registration Statement, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the incorporation by reference in this
Registration Statement of our opinions filed as Exhibits 8.1 and 8.2 to the
initial Registration Statement. In giving our consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder. The opinion expressed herein is limited to the matters
set forth in this letter, and no other opinion should be inferred beyond the
matter expressly stated.
Very truly yours,
/s/ Stokes & Bartholomew, P.A.
Stokes & Bartholomew, P.A.
<PAGE> 1
Exhibit 5.2
[Miles & Stockbridge P.C. Letterhead]
December 30, 1998
Prison Realty Corporation
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of the shares of common stock, $0.01 par value per share (the
"Common Stock") of Prison Realty Corporation, a Maryland corporation (the
"Company"), on its Registration Statement on Form S-4 (No. 333-65017) and a
related Registration Statement on Form S-4 to register additional shares of
Common Stock filed on the date hereof pursuant to Rule 462(b) (the "Registration
Statement"), we have examined such records, certificates and documents as we
deemed necessary for the purpose of this opinion. Based on that examination, we
advise you that in our opinion the Common Stock has been duly and validly
authorized and, when issued upon the terms set forth in the Registration
Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. Additionally, we understand that Stokes & Bartholomew, P.A. will
rely on our opinion in giving its opinion letter to you on the date hereof and
we consent to that reliance. The opinion expressed herein is limited to the
matters set forth in this letter, and no other opinion should be inferred beyond
the matter expressly stated.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ J. W. Thompson Webb
-------------------------------
Principal
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-4 of Prison Realty
Corporation of our report dated January 9, 1998 relating to the financial
statements of CCA Prison Realty Trust and subsidiary included in CCA Prison
Realty Trust's Form 10-K, as amended, for the year ended December 31, 1997 and
to all references to our Firm included in or incorporated by reference in this
registration statement.
/s/ Arthur Andersen
---------------------------------------
ARTHUR ANDERSEN LLP
Nashville, Tennessee
December 29, 1998
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-4 of Prison Realty
Corporation of our report dated February 16, 1998 relating to the financial
statements of Corrections Corporation of America and Subsidiaries included in
Corrections Corporation of America's Form 10-K, as amended, for the year ended
December 31, 1997 and to all references to our Firm included in or incorporated
by reference in this registration statement.
/s/ Arthur Andersen
-------------------------------------
ARTHUR ANDERSEN LLP
Nashville, Tennessee
December 29, 1998
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-4 of Prison Realty
Corporation of our report dated September 11, 1998 (except for certain matters
discussed in Note 2 as to which the date is September 28, 1998), relating to the
balance sheet of Correctional Management Services Corporation as of September
11, 1998 included in Prison Realty Corporation's previously filed Registration
Statement on Form S-4 (File Number 333-65017) and to all references to our Firm
included in or incorporated by reference in this registration statement.
/s/ Arthur Andersen
-------------------------------------
ARTHUR ANDERSEN LLP
Nashville, Tennessee
December 29, 1998
<PAGE> 1
Exhibit 23.6
[Bass, Berry & Sims PLC Letterhead]
December 30, 1998
Prison Realty Corporation
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 of the
shares of common stock, $0.01 par value per share (the "Common Stock"), of
Prison Realty Corporation, a Maryland corporation, on its Registration Statement
on Form S-4 filed on the date hereof to register additional shares of Common
Stock pursuant to Rule 462(b) (the "Registration Statement"), related to its
Registration Statement on Form S-4 (File No. 333-65017) (the "Initial
Registration Statement"), we hereby consent to the incorporation by reference in
this Registration Statement of our opinion filed as Exhibit 8.3 to the Initial
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Sincerely,
/s/ Bass, Berry & Sims PLC
--------------------------
Bass, Berry & Sims PLC
