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Filed Pursuant to Rule 424(b)(2)
Registration Number 333-78023
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 14, 1999) (LOGO)
PRISON REALTY TRUST, INC.
1,039,235 SHARES
COMMON STOCK
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This is a prospectus supplement for the sale of an aggregate of 1,039,235 shares
of common stock by Prison Realty Trust, Inc. (the "Company") under the Company's
Dividend Reinvestment and Stock Purchase Plan (the "Plan") during the period
from the commencement of the Plan through June 30, 1999, including 1,036,679
shares sold under the Plan's optional purchase feature. The net proceeds to the
Company from the sales of common stock under the Plan during the period are
$10,002,302 and will be used by the Company for general corporate purposes,
including, among others, repaying its obligations as they become due, financing,
all or in part, future purchases of real estate properties meeting its business
objectives and strategies, capital expenditures and working capital. Pending use
of the net proceeds for any of these purposes, the Company may invest the net
proceeds in short-term investment grade instruments, interest-bearing bank
accounts, certificates of deposit, money market securities, U.S. Government
securities or mortgage-backed securities guaranteed by federal agencies or use
the proceeds to reduce its short-term debt.
On July 1, 1999, the last reported sales price of the Company's common stock on
the New York Stock Exchange was $10.13.
The Company is the largest self-administered and self-managed real estate
investment trust, or REIT, specializing in acquiring, developing and owning
correctional and detention facilities. As of July 1, 1999, the Company owned 51
correctional and detention facilities, of which 12 new facilities were under
construction or development, in 17 states, the District of Columbia and the
United Kingdom with a total design capacity in excess of 49,000 beds. As of July
1, 1999, approximately 32,000 beds were leased under 39 operating leases. The
Company is currently developing approximately 17,000 beds through the
construction of the 11 new facilities and the expansion of six currently
operating facilities.
The Company's principal business strategy is to design, build, finance and/or
acquire and develop correctional and detention facilities from and for both
government entities and private prison operators, to expand the design capacity
of its existing facilities and to lease these facilities under long-term "triple
net" leases to government entities and qualified third-party operators. As of
July 1, 1999, Corrections Corporation of America, a privately-held Tennessee
corporation and the Company's primary tenant ("CCA"), leased 31 of the Company's
51 facilities. The Company also leases three of its facilities to private
operators other than CCA and leases five of its facilities to government
entities. It is currently anticipated that CCA will additionally lease 10 of the
11 Company facilities currently under construction. CCA has contracts to manage
and operate 35 domestic correctional and detention facilities currently in
operation. The Company's relationship with CCA is more fully described under
"Information About the Company" in the accompanying prospectus.
The Company was incorporated as a Maryland corporation in September 1998. The
Company's principal executive offices are located at 10 Burton Hills Boulevard,
Suite 100, Nashville, Tennessee, and its telephone number is (615) 263-0200.
You should read this prospectus supplement along with the prospectus that
follows. Both documents contain information you should consider when making your
investment decision. You should rely only on the information provided or
incorporated by reference in this prospectus supplement and the prospectus. The
Company has not authorized anyone else to provide you with different
information. The Company is not making an offer of shares of common stock in any
state where the offer is not permitted. You should not assume that the
information in this prospectus supplement is accurate as of any date other than
the date on the front of these documents.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE RELATED PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus supplement is July 6, 1999
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TABLE OF CONTENTS
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Prospectus Supplement....................................... S-1
Where You Can Find More Information......................... 1
Incorporation of Certain Documents by Reference............. 1
The Company............................................... 1
Old CCA................................................... 2
Prison Realty............................................. 2
Cautionary Statement Concerning Forward-Looking
Information............................................... 3
Information About the Company............................... 4
General................................................... 4
History and Operations.................................... 4
Plan Features............................................... 5
Benefits to You............................................. 6
The Plan.................................................... 6
Plan Summary.............................................. 6
Details About the Plan.................................... 9
Eligible Participants.................................. 9
How to Enroll.......................................... 9
Investment Options..................................... 9
Optional Monthly Cash Purchases in Excess of $5,000.... 11
The Plan Purchase Price................................ 11
The Investment Date and the Pricing Period............. 12
Payment for Optional Monthly Cash Purchases............ 12
Source of Plan Shares.................................. 13
Authorization Due Date for Dividend Reinvestment....... 13
Payment Due Date for Optional Cash Purchases........... 13
Tracking Your Investment in the Plan................... 14
Optional Cash Purchase Delay Notification.............. 14
Safekeeping Your Stock Certificates.................... 14
Obtaining Stock Certificates........................... 14
Selling Shares in Your Plan Account.................... 15
Closing Your Plan Account.............................. 15
Changes/Termination of the Plan........................ 15
Suspension/Termination of Your Participation........... 16
Plan Service Fees...................................... 16
Miscellaneous Information.............................. 16
Income Tax Information................................. 17
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Risk Factors................................................ 18
Ownership of the Common Stock Involves Risks Associated
with Debt Financing.................................... 18
A Fluctuation in Market Interest Rates May Affect the
Value of the Common Stock.............................. 18
The Company Primarily Depends Upon CCA for its Revenues
and Ability to Make Distributions to its
Stockholders........................................... 18
Existing Conflicts of Interest May Have an Effect on the
Company................................................ 19
Ownership of the Common Stock Involves Risks Associated
with the Corrections and Detention Industry............ 19
Ownership of the Common Stock Involves Risks Inherent in
Investment in Real Estate Properties................... 20
The Company's Failure to Qualify as a REIT Could Adversely
Affect Stockholders of the Company..................... 20
Use of Proceeds............................................. 21
Plan of Distribution........................................ 21
Legal Matters............................................... 22
Experts..................................................... 23
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