<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JANUARY 15, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PRISON REALTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 62-1763875
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
10 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
(615) 263-0200
(Address, Including Zip Code and Telephone
Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------------------------
CCA PRISON REALTY TRUST 1997 EMPLOYEE SHARE INCENTIVE PLAN
CCA PRISON REALTY TRUST NON-EMPLOYEE TRUSTEES' SHARE OPTION PLAN
CCA PRISON REALTY TRUST NON-EMPLOYEE TRUSTEES' COMPENSATION PLAN
AMENDED AND RESTATED CORRECTIONS CORPORATION OF AMERICA 1989 STOCK BONUS PLAN
CORRECTIONS CORPORATION OF AMERICA 1991 FLEXIBLE STOCK OPTION PLAN
CORRECTIONS CORPORATION OF AMERICA 1995 EMPLOYEE STOCK INCENTIVE PLAN
(Full Titles of the Plans)
------------------------------
Doctor R. Crants
Chief Executive Officer
Prison Realty Corporation
10 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Telephone: (615) 263-0200
Facsimile: (615) 263-0212
(Name, Address, Telephone Number and Facsimile Number,
Including Area Code, of Agent for Service)
------------------------------
Copy to:
Elizabeth E. Moore, Esq.
Stokes & Bartholomew, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
Telephone: (615) 259-1425
Facsimile: (615) 259-1470
------------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED SHARE PRICE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value per share
("Common Stock"), to be
issued under CCA Prison
Realty Trust 1997
Employee Share
Incentive Plan 1,300,000(1) $22.47(2)/$20.63(3) $28,986,520 $8,058.25
- -----------------------------------------------------------------------------------------------------------------
Common Stock to be
issued under CCA Prison
Realty Trust Non-
Employee Trustees'
Share Option Plan 150,000(1) 28.06(4)/20.63(5) 3,763,200 1,046.17
- -----------------------------------------------------------------------------------------------------------------
Common Stock to be
issued under CCA Prison
Realty Trust Non-
Employee Trustees'
Compensation Plan 43,162(6) 20.63(7) 890,432.06 247.54
- -----------------------------------------------------------------------------------------------------------------
Common Stock to be
issued under Amended
and Restated Corrections
Corporation of America
1989 Stock Bonus Plan 140,000(8)(9) 20.63(7) 2,888,200 802.92
- -----------------------------------------------------------------------------------------------------------------
Common Stock to be
issued under Corrections
Corporation of America
1991 Flexible Stock
Option Plan 113,750(8)(9) 4.54(10) 516,425 143.57
- -----------------------------------------------------------------------------------------------------------------
Common Stock to be
issued under Corrections
Corporation of America
1995 Employee Stock
Incentive Plan 56,875(8)(9) 32.81(10) 1,866,068.70 518.77
- -----------------------------------------------------------------------------------------------------------------
TOTAL 1,803,787 N/A $38,910,845.76 $10,817.22
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act"), for the sole purpose of
calculating the registration fee, the number of shares to be registered
is the number of shares authorized to be issued under the plan and
covered by this registration statement.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price
per share has been calculated using the weighted average exercise
price of options to purchase 1,178,000 shares of Common Stock
previously issued under the plan.
(3) Calculated pursuant to Rule 457(c), as permitted by Rule
457(h)(1), based upon the average of the high and low prices of the
Common Stock on the New York Stock Exchange (the "NYSE") on January
12, 1999 for options to purchase 122,000 shares of Common Stock
available for issuance under the plan and covered by this registration
statement.
(4) Pursuant to Rule 457(h)(1), the proposed maximum offering price
per share has been calculated using the weighted average exercise
price of options to purchase 90,000 shares of Common Stock previously
issued under the plan.
(5) Calculated pursuant to Rule 457(c), as permitted by Rule
457(h)(1), based upon the average of the high and low prices of the
Common Stock on the NYSE on January 12, 1999 for options to purchase
60,000 shares of Common Stock available for issuance under the plan.
(6) Pursuant to Rule 457(h)(1), for the sole purpose of calculating
the registration fee, the number of shares to be registered is the
number of shares remaining and authorized to be issued under the plan
and covered by this registration statement.
(7) Calculated pursuant to Rule 457(c), as permitted by Rule 457(h)(1),
based upon the average of the high and low prices of the Common Stock
on the NYSE on January 12, 1999.
(8) For the sole purpose of calculating the registration fee, the
number of shares to be registered is the number of shares to be issued
by the Registrant under the plan pursuant to this registration
statement.
(9) Represents shares issuable to Doctor R. Crants, Chairman and Chief
Executive Officer of the Registrant, under the plan.
(10) Pursuant to Rule 457(h)(1), the proposed maximum offering price
per share has been calculated using the weighted average exercise
price of options outstanding under the plan.
<PAGE> 3
EXPLANATORY NOTE
This Registration Statement covers an aggregate of 1,803,787 shares of the
common stock, $0.01 par value per share (the "Common Stock"), of Prison Realty
Corporation, a Maryland corporation (the "Company") issuable upon the exercise
of options granted or to be granted to employees of the Company pursuant to the
Plans (as hereinafter defined). The Company commenced operations on January 1,
1999 as the result of the completion of each of the mergers of Corrections
Corporation of America, a Tennessee corporation ("CCA"), and CCA Prison Realty
Trust, a Maryland real estate investment trust ("Prison Realty"), with and into
the Company (the "Merger") pursuant to the terms and conditions of an Amended
and Restated Agreement and Plan of Merger, dated as of September 29, 1998, by
and among CCA, Prison Realty and the Company (the "Merger Agreement").
1,268,000 shares of Common Stock being registered hereunder are issuable
pursuant to the exercise of options assumed by the Company in the Merger that
were outstanding as of January 1, 1999 (the "Prison Realty Rollover Options")
and that were previously granted to employees and trustees of Prison Realty
under the (i) CCA Prison Realty Trust Employee Share Incentive Plan and (ii) CCA
Prison Realty Trust Non-Employee Trustees' Share Option Plan, as amended
(collectively, the "Prison Realty Option Plans"). In connection with the Merger,
the Prison Realty Rollover Options were converted into options exercisable for
shares of Common Stock. The Prison Realty Rollover Options were converted
according to the exchange ratio set forth in the Merger Agreement, and the
exercise price of each Prison Realty Rollover Option was adjusted to reflect the
conversion. Prior to January 1, 1999, the Prison Realty Rollover Options were
exercisable for Prison Realty common shares, $0.01 par value per share ("Prison
Realty Common Shares"). The terms of the Prison Realty Rollover Options are the
same as before the Merger, except that upon exercise of the Prison Realty
Rollover Options, a participant shall receive shares of Common Stock rather than
Prison Realty Common Shares.
182,000 shares of Common Stock being registered hereunder are issuable pursuant
to the grant of options by the Company in the future under the Prison Realty
Option Plans. In connection with the Merger, the Company adopted and assumed the
Prison Realty Option Plans. The shares being registered hereunder constitute the
remaining number of shares authorized for issuance under the Prison Realty
Option Plans.
43,162 shares of Common Stock being registered hereunder are issuable pursuant
to the issuance of shares of Common Stock to non-employee directors of the
Company under the CCA Prison Realty Trust Non-Employee Trustees' Compensation
Plan. In connection with the Merger, the Company adopted and assumed the CCA
Prison Realty Trust Non-Employee Trustees' Compensation Plan. The shares being
registered hereunder constitute the remaining number of shares authorized for
issuance under the CCA Prison Realty Trust Non-Employee Trustees' Compensation
Plan.
170,625 shares of Common Stock being registered hereunder are issuable pursuant
to the exercise of options assumed by the Company in the Merger that were
outstanding as of December 31, 1998 (the "CCA Rollover Options") and that were
previously granted to Doctor R. Crants, the Chairman of the Board of Directors
and Chief Executive Officer of the Company, in his capacity as an officer and/or
director of CCA, under the (i) Corrections Corporation of America 1991 Flexible
Stock Option Plan and (ii) Corrections Corporation of America 1995 Employee
Stock Incentive Plan (collectively the "CCA Option Plans"). The CCA Rollover
Options were converted according to the exchange ratio set forth in the Merger
Agreement, and the price of each CCA Rollover Option was adjusted to reflect the
conversion. In connection with the Merger, the CCA Rollover Options were
converted into options exercisable for shares of Common Stock. Prior to December
31, 1998, the CCA Rollover Options were exercisable for shares of CCA common
stock, $1.00 par value per share ("CCA Common Stock"). The terms of the CCA
Rollover Options are the same as before the Merger, except that upon exercise of
the CCA Rollover Options, a participant shall receive shares of Common Stock
rather than CCA Common Stock. CCA Rollover Options granted to persons who are
not employees of the Company which will be converted into options (or warrants)
to purchase Common Stock will be registered pursuant to a Registration Statement
on Form S-3 to be filed by the Company with the Securities and Exchange
Commission (the "Commission") at a later date.
140,000 shares of Common Stock being registered hereunder are issuable pursuant
to the previous grant of deferred shares of CCA Common Stock to Doctor R. Crants
under the Amended and Restated Corrections Corporation of America 1989 Stock
Bonus Plan (the "Deferred Shares"). In connection with the Merger, the Deferred
Shares were
1
<PAGE> 4
converted into deferred shares of Common Stock. The Deferred Shares were
converted according to the exchange ratio set forth in the Merger Agreement. The
terms of the deferred shares of Common Stock are the same as before the Merger,
except that upon the issuance of shares of Common Stock pursuant thereto, a
participant shall receive shares of Common Stock rather than CCA Common Stock.
Deferred Shares granted to persons who are not employees of the Company which
will be converted into deferred shares of Common Stock in the Merger will be
registered pursuant to a Registration Statement on Form S-3 to be filed by the
Company with the Commission at a later date.
2
<PAGE> 5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
THE COMPANY. The following documents filed by the Company with the Commission
are incorporated by reference into this Registration Statement:
(a) The Company's Prospectus (the "Prospectus") filed with the
Commission on October 30, 1998 pursuant to Rule 424(b)(4) promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), as
supplemented on November 20, 1998, included in its Registration
Statement on Form S-4, filed with the Commission on September 30, 1998,
as subsequently amended (Registration No. 333-65017) (the "Registration
Statement on Form S-4").
(b) The Company's Current Report on Form 8-K, filed with the Commission
on January 6, 1999 (File No. 25245).
(c) The Company's Registration Statement on Form S-3, filed with the
Commission on January 11, 1999 (Registration No. 333-70419) (the
"Registration Statement on Form S-3").
(d) The description of the Company's Common Stock contained under the
heading "New Prison Realty Capital Stock" in the Company's Prospectus,
including any amendment or report filed subsequent to the date of this
Registration Statement for the purpose of updating such description.
(e) The description of the Company's Common Stock contained under the
heading "Description of Capital Stock" in the Company's Registration
Statement on Form S-3, including any amendment or report filed
subsequent to the date of this Registration Statement for the purpose
of updating such description.
In addition, all other documents and reports filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
CCA. The following documents filed by CCA with the Commission are incorporated
by reference into this Registration Statement:
(a) CCA's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1997, as filed on March 30, 1998 and amended on September
16, 1998 and September 25, 1998.
(b) CCA's Quarterly Reports on Form 10-Q/A for the period ended March
31, 1998, as filed on May 15, 1998 and amended on June 5, 1998 and
September 28, 1998; for the period
3
<PAGE> 6
ended June 30, 1998, as filed on August 14, 1998 and amended on
September 28, 1998; and Form 10-Q for the period ended September 30,
1998, as filed on November 16, 1998.
PRISON REALTY. The following documents filed by Prison Realty with the
Commission are incorporated by reference into this Registration Statement:
(a) Prison Realty's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997, as filed on March 18, 1998 and amended on
March 30, 1998.
(b) Prison Realty's Quarterly Reports on Form 10-Q for the period ended
March 31, 1998, as filed on May 15, 1998; for the period ended June 30,
1998, as filed on August 14, 1998; and for the period ended September
30, 1998, as filed on November 17, 1998.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained in this Registration Statement
shall be deemed to be modified or superseded for purposes of this 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 supersedes such statement, Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock registered hereby is included in a class of securities
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Elizabeth E. Moore, a shareholder of Stokes & Bartholomew, P.A., is the spouse
of a member of the Board of Directors of the Company. Stokes & Bartholomew, P.A.
has rendered an opinion regarding the legality of the Company's Common Stock
registered hereby.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Charter of the Company provides for indemnification of directors and
executive officers to the full extent permitted by the laws of the State of
Maryland.
Section 2-418 of the Maryland General Corporation Law (the "MGCL") generally
permits indemnification of any director made a party to any proceedings by
reason of service as a director unless it is established that: (i) the act or
omission of such person was material to the matter giving rise to the
proceedings and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) such person actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceedings, such person had reasonable cause to believe that the act or
omission was unlawful. The indemnity may include judgments, penalties, fines,
settlements and reasonable expenses (including attorneys' fees) actually
incurred by the director in connection with the proceeding; but, if the
proceeding is one by, or in the right of, the corporation,
4
<PAGE> 7
indemnification is not permitted with respect to any proceeding in which the
director has been adjudged to be liable to the corporation, or if the proceeding
is one charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, indemnification of the
director is not permitted if the director was adjudged to be liable on the basis
that personal benefit was improperly received. The termination of any proceeding
by conviction or upon a plea of nolo contendere or its equivalent, or any entry
of an order of probation prior to judgment, creates a rebuttable presumption
that the director did not meet the requisite standard of conduct required for
permitted indemnification. The termination of any proceeding by judgment, order
or settlement, however, does not create a presumption that the director failed
to meet the requisite standard of conduct for permitted indemnification.
Indemnification under the provisions of the MGCL is not deemed exclusive of any
other rights, by indemnification or otherwise, to which a director may be
entitled under the Charter of the Company, Bylaws of the Company, any resolution
of stockholders or directors, any agreement or otherwise.
The Company has also entered into indemnification agreements ("the
Indemnification Agreements") with its directors and certain of its executive
officers. The Indemnification Agreements are intended to provide indemnification
to the maximum extent allowable by or not in violation of any law of the State
of Maryland. Each Indemnification Agreement provides that the Company shall
indemnify a director or officer who is a party to the agreement (the
"Indemnitee") if he or she was or is a party to or otherwise involved in any
proceeding (other than a derivative proceeding) by reason of the fact that he or
she was or is a director or officer of the Company, against losses incurred in
connection with the defense or settlement of such proceeding. The
indemnification provided under each Indemnification Agreement is limited to
instances where the act or omission giving rise to the claim for which
indemnification is sought was not otherwise indemnified by the Company or
insurance maintained by the Company, was not established to have been committed
in bad faith or the result of active and deliberate dishonesty, did not involve
receipt of improper personal benefit, did not result in a judgment of liability
to the Company in a proceeding by or in the right of the Company, did not
involve an accounting or profits pursuant to Section 16(b) of the Exchange Act
and, with respect to any criminal proceeding, the Indemnitee had no reasonable
cause to believe his or her conduct was unlawful.
The Company has obtained directors and officers liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
5
<PAGE> 8
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
4.1 Provisions defining the rights of holders of shares of Common
Stock of the Company are found in Sections SIXTH through SEVENTH
and Article II in the Charter and Bylaws, respectively, of the
Company (previously filed as Exhibits 3.1 and 3.2, respectively,
to the Company's Registration Statement on Form S-4 and
incorporated herein by reference).
4.2 Specimen of certificate representing shares of Common Stock of
the Company (previously filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-4 and incorporated herein by
reference).
5.1 Opinion of Stokes & Bartholomew, P.A. regarding the validity of
the Common Stock being registered.
10.1 CCA Prison Realty Trust 1997 Employee Share Incentive Option Plan
(previously filed as Exhibit 10.25 to Prison Realty's Quarterly
Report on Form 10-Q, filed on August 25, 1997 (File No. 1-13049),
and incorporated herein by reference).
10.2 CCA Prison Realty Trust Non-Employee Trustees' Share Option Plan,
as amended (previously filed as Exhibit 10.26 to CCA Prison
Realty Trust's Quarterly Report on Form 10-Q, filed on August 25,
1997 (File No. 1-13049), and incorporated herein by reference).
10.3 CCA Prison Realty Trust Non-Employee Trustees' Compensation
Plan (previously filed as Appendix A to CCA Prison Realty
Trust's definitive Proxy Statement, filed on March 23, 1998,
relating to the 1998 Annual Meeting of Shareholders and
incorporated herein by reference).
10.4 Amended and Restated Corrections Corporation of America 1989
Stock Bonus Plan, dated February 20, 1995 (previously filed as
Exhibit 10.138 to Corrections Corporation of America's Annual
Report on Form 10-K with respect to the fiscal year ended
December 31, 1994 (File No. 1-13560) and incorporated herein by
reference).
10.5 First Amendment to Amended and Restated Corrections Corporation
of America 1989 Stock Bonus Plan, dated November 3, 1995
(previously filed as Exhibit 10.153 to Corrections Corporation of
America's Annual Report on Form 10-K with respect to the fiscal
year ended December 31, 1995 (File No. 1-13560) and incorporated
herein by reference.
10.6 Corrections Corporation of America 1991 Flexible Stock Option
Plan (previously filed as Exhibit 28(a) to Corrections
Corporation of America's Registration Statement on Form S-8,
filed with the Commission on August 6, 1991 (File No. 33-42068)
and incorporated herein by reference).
10.7 First Amendment to Corrections Corporation of America 1991
Flexible Stock Option Plan, dated March 11, 1994 (previously
filed as Exhibit 10.102 to Corrections Corporation of
America's Annual Report on Form 10-K with respect to the
fiscal year ended December 31, 1994 (File No. 1-13560) and
incorporated herein by reference).
10.8 Corrections Corporation of America's 1995 Employee Stock
Incentive Plan effective as of March 20, 1995 (previously filed
as Exhibit 4.3 to Corrections Corporation of
</TABLE>
6
<PAGE> 9
<TABLE>
<S> <C>
America's Registration Statement on Form S-8, filed July 20, 1995
(Reg. No. 33-61173), and incorporated herein by reference).
23.1 Consent of Stokes & Bartholomew, P.A. (included as part of
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP (with respect to CCA Prison Realty
Trust).
23.3 Consent of Arthur Andersen LLP (with respect to Corrections
Corporation of America).
23.4 Consent of Arthur Andersen LLP (with respect to Correctional
Management Services Corporation).
25 Power of Attorney (included on signature page).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities offered hereby, 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 this 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 this Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings in paragraph (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(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 therein, 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 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
(and, where applicable, each filing of an employee benefit plan's annual
7
<PAGE> 10
report pursuant to 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 or
paid 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 whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
8
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Nashville, state of Tennessee, on the 15th day of
January, 1999.
PRISON REALTY CORPORATION
By: /s/ Doctor R. Crants
-----------------------------
Doctor R. Crants
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Doctor R. Crants, D. Robert Crants, III and Vida H. Carroll, and each
of them, the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and any registration statement relating to the same offering as the Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, and hereby grants
to such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Doctor R. Crants Chief Executive Officer January 15, 1999
- --------------------------- (Principal Executive Officer),
Doctor R. Crants Chairman and Director
/s/ J. Michael Quinlan Vice-Chairman and Director January 15, 1999
- ---------------------------
J. Michael Quinlan
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ D. Robert Crants, III President and Director January 15, 1999
- -----------------------------
D. Robert Crants, III
/s/ Michael W. Devlin Chief Operating Officer January 15, 1999
- ----------------------------- and Director
Michael W. Devlin
/s/ Vida H. Carroll Chief Financial Officer January 15, 1999
- ----------------------------- (Principal Financial and
Vida H. Carroll Accounting Officer)
/s/ C. Ray Bell Director January 15, 1999
- -----------------------------
C. Ray Bell
/s/ Richard W. Cardin Director January 15, 1999
- -----------------------------
Richard W. Cardin
/s/ Monroe J. Carell, Jr. Director January 15, 1999
- -----------------------------
Monroe J. Carell, Jr.
Director January , 1999
- -----------------------------
Jean-Pierre Cuny
/s/ John W. Eakin, Jr. Director January 15, 1999
- -----------------------------
John W. Eakin, Jr.
/s/ Ted Feldman Director January 15, 1999
- -----------------------------
Ted Feldman
/s/ Jackson W. Moore Director January 15, 1999
- -----------------------------
Jackson W. Moore
Director January , 1999
- -----------------------------
Rusty L. Moore
/s/ Joseph V. Russell Director January 15, 1999
- -----------------------------
Joseph V. Russell
/s/ Charles W. Thomas, Ph.D. Director January 15, 1999
- -------------------------------
Charles W. Thomas, Ph.D.
</TABLE>
10
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
4.1 Provisions defining the rights of holders of shares of Common
Stock of the Company are found in Sections SIXTH through SEVENTH
and Article II in the Charter and Bylaws, respectively, of the
Company (previously filed as Exhibits 3.1 and 3.2, respectively,
to the Company's Registration Statement on Form S-4 and
incorporated herein by reference).
4.2 Specimen of certificate representing shares of Common Stock of
the Company (previously filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-4 and incorporated herein by
reference).
5.1 Opinion of Stokes & Bartholomew, P.A. regarding the validity of
the Common Stock being registered.
10.1 CCA Prison Realty Trust 1997 Employee Share Incentive Option Plan
(previously filed as Exhibit 10.25 to Prison Realty's Quarterly
Report on Form 10-Q, filed on August 25, 1997 (File No. 1-13049),
and incorporated herein by reference).
10.2 CCA Prison Realty Trust Non-Employee Trustees' Share Option Plan,
as amended (previously filed as Exhibit 10.26 to CCA Prison
Realty Trust's Quarterly Report on Form 10-Q, filed on August 25,
1997 (File No. 1-13049), and incorporated herein by reference).
10.3 CCA Prison Realty Trust Non-Employee Trustees' Compensation
Plan (previously filed as Appendix A to CCA Prison Realty
Trust's definitive Proxy Statement, filed on March 23, 1998,
relating to the 1998 Annual Meeting of Shareholders and
incorporated herein by reference).
10.4 Amended and Restated Corrections Corporation of America 1989
Stock Bonus Plan, dated February 20, 1995 (previously filed as
Exhibit 10.138 to Corrections Corporation of America's Annual
Report on Form 10-K with respect to the fiscal year ended
December 31, 1994 (File No. 1-13560) and incorporated herein by
reference).
10.5 First Amendment to Amended and Restated Corrections Corporation
of America 1989 Stock Bonus Plan, dated November 3, 1995
(previously filed as Exhibit 10.153 to Corrections Corporation of
America's Annual Report on Form 10-K with respect to the fiscal
year ended December 31, 1995 (File No. 1-13560) and incorporated
herein by reference.
10.6 Corrections Corporation of America 1991 Flexible Stock Option
Plan (previously filed as Exhibit 28(a) to Corrections
Corporation of America's Registration Statement on Form S-8,
filed with the Commission on August 6, 1991 (File No. 33-42068)
and incorporated herein by reference).
10.7 First Amendment to Corrections Corporation of America 1991
Flexible Stock Option Plan, dated March 11, 1994 (previously
filed as Exhibit 10.102 to Corrections Corporation of America's
Annual Report on Form 10-K with respect to the fiscal year ended
December 31, 1994 (File No. 1-13560) and incorporated herein by
reference).
10.8 Corrections Corporation of America's 1995 Employee Stock
Incentive Plan effective as of March 20, 1995 (previously filed
as Exhibit 4.3 to Corrections Corporation of
</TABLE>
11
<PAGE> 14
<TABLE>
<S> <C>
America's Registration Statement on Form S-8, filed July 20, 1995
(Reg. No. 33-61173), and incorporated herein by reference).
23.1 Consent of Stokes & Bartholomew, P.A. (included as part of
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP (with respect to CCA Prison Realty
Trust).
23.3 Consent of Arthur Andersen LLP (with respect to Corrections
Corporation of America).
23.4 Consent of Arthur Andersen LLP (with respect to Correctional
Management Services Corporation).
25 Power of Attorney (included on signature page).
</TABLE>
12
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF STOKES & BARTHOLOMEW, P.A.]
January 15, 1999
Prison Realty Corporation
10 Burton Hills Blvd., Suite 100
Nashville, Tennessee 37215
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Prison Realty Corporation, a Maryland corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the registration by
the Company of an aggregate of 1,803,787 shares of common stock, $0.01 par value
per share, of the Company (the "Shares") to be issued pursuant to the terms of
the following benefit plans: (i) CCA Prison Realty Trust 1997 Employee Share
Incentive Plan; (ii) CCA Prison Realty Trust 1997 Non-Employee Trustees' Share
Option Plan; (iii) CCA Prison Realty Trust Non-Employee Trustees' Compensation
Plan; (iv) Amended and Restated Corrections Corporation of America 1989 Stock
Bonus Plan; (v) Corrections Corporation of America 1991 Flexible Stock Option
Plan; and (vi) Corrections Corporation of America 1995 Employee Stock Incentive
Plan (collectively, the "Plans").
As counsel to the Company, we have examined original, photostatic or certified
copies of the following documents: (i) the Registration Statement; (ii) the
Company's Charter and Amended and Restated Bylaws; (iii) certificates of the
Company's officers and excerpts of minutes of meetings of the Board of
Directors; (iv) the Amended and Restated Agreement and Plan of Merger, dated
September 29, 1998, by and among the Company, Corrections Corporation of
America, a Tennessee corporation, and CCA Prison Realty Trust, a Maryland real
estate investment trust; and (v) such other instruments, agreements and
certificates as we have deemed necessary or appropriate.
In performing our examination, we have assumed without inquiry the genuineness
of all signatures appearing on all documents, the legal capacity of all persons
signing such documents, the authenticity of all documents submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies, the accuracy and completeness of all records made available to us by the
Company and the truth and accuracy of all facts set forth in all certificates
provided to or examined by us. We have also assumed that all Shares issued
pursuant to the Plans will be issued for consideration deemed to be adequate by
the Company's Board of Directors, where applicable. We have relied as to certain
factual matters on representations made to us by officers of the Company.
<PAGE> 2
Prison Realty Corporation
January 15, 1999
Page 2
Based upon the foregoing and the further qualifications stated below, we are of
the opinion that the Shares have been duly authorized and, when issued and sold
pursuant to the terms and conditions of the Plans, will be validly issued, fully
paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Tennessee, the
General Corporation Law of the State of Maryland and the federal laws of the
United States of America. With respect to the laws of the State of Maryland, we
are relying on the opinion of Miles & Stockbridge PC, special Maryland counsel
to the Company. We express no opinion as to matters governed by the laws of any
other jurisdiction. Furthermore, no opinion is expressed herein as to the effect
of any future acts of the Company or changes in existing law. The opinions
expressed herein are rendered as of the date hereof, and we do not undertake to
advise you of any changes after the date hereof in the law or the facts
presently in effect that would alter the scope or substance of the opinion
herein expressed.
This letter expresses our legal opinion as to the foregoing matters based on our
professional judgment at this time; it is not, however, to be construed as a
guaranty, or a warranty that a court considering such matters would not rule in
a manner contrary to the opinion set forth above.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not admit
that we are within the category of person whose consent is required under
Section 7 of the Act or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
STOKES & BARTHOLOMEW, P.A.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 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.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
January 8, 1999
<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-8 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.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
January 8, 1999
<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-8 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-3 (File Number 333-70419) and to all references to our Firm
included in or incorporated by reference in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
January 8, 1999
