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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2000
Prison Realty Trust, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-25245 62-1763875
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
10 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (615) 263-0200
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
In connection with Prison Realty's search for a new chief executive
officer, on July 28, 2000, the board of directors of Prison Realty Trust, Inc.
("Prison Realty" or the "Company") terminated Doctor R. Crants' employment with
Prison Realty. At the time of Mr. Crants' termination, Mr. Crants was serving as
the chief executive officer of Prison Realty, as well as the chief executive
officer of Corrections Corporation of America, a privately-held Tennessee
corporation and Prison Realty's primary tenant ("CCA"). On July 28, 2000, the
board of directors of CCA also terminated Mr. Crants as the chief executive
officer of CCA. As the result of Mr. Crants' termination from these positions,
the Prison Realty board and the CCA board, respectively, appointed Thomas W.
Beasley, the chairman of the board of directors of Prison Realty, as interim
chief executive officer of the companies pending the appointment of a new
permanent chief executive officer.
Prison Realty is currently conducting a search for a new chief executive
officer and will begin a search for a new chief financial officer. Several
candidates have been identified and interviews have begun. The selection process
will be finalized as expeditiously as possible. The search for the new chief
financial officer will be undertaken after the selection of a new chief
executive officer.
Mr. Crants, who resigned as a member of the board of directors of Prison
Realty and as its vice-chairman on July 5, 2000, and as a member of the board of
directors of CCA on July 27, 2000, has informed Prison Realty that he intends to
remain as a director of the two privately held service companies, Prison
Management Services, Inc. and Juvenile and Jail Facility Management Services,
Inc., at the request of each company's shareholders. The service companies
manage certain government-owned prison and jail facilities. Prison Realty owns
100% of the non-voting common stock of the two service companies which entitles
Prison Realty to receive 95% of each service company's net income, as defined,
in the form of cash dividends.
In connection with Mr. Crants' resignation from the board of directors of
Prison Realty and termination as its chief executive officer, the board of
directors of Prison Realty has approved modifications to certain agreements and
arrangements between Prison Realty and Mr. Crants relating to his employment and
compensation. Specifically, the board approved: (i) an amendment to his
employment agreement with Prison Realty removing Prison Realty's right to offset
payments owed to Mr. Crants upon his termination under the employment agreement
(consisting of three years of salary) against amounts earned by Mr. Crants
through other employment; (ii) a modification to the $1.0 million loan granted
to Mr. Crants under the Prison Realty Executive Equity Loan Plan whereby the
outstanding principal amount of the loan did not become immediately due and
payable upon Mr. Crants' termination, but rather Mr. Crants will make interest
only payments on the loan for the first three years following the modification
at the rate of 250 basis points over the thirty-day LIBOR rate in effect on such
date and 33.3% of the principal amount of the loan, and all accrued and unpaid
interest thereon, will be paid on the fourth, fifth and sixth anniversaries of
the modification; and (iii) the immediate vesting of 140,000 deferred shares of
Prison Realty common stock granted to Mr. Crants in November 1995 by the old
Corrections Corporation of America ("Old
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CCA") pursuant to a stock bonus plan adopted by Prison Realty in connection with
the merger of Old CCA with Prison Realty which would either be forfeited upon
Mr. Crants' termination or would not vest until November 2005. As a result of
Mr. Crants' termination as chief executive officer of Prison Realty, any stock
options or similar rights which have not been exercised by Mr. Crants, and any
other awards of stock or equity interests in which Mr. Crants has not become
vested, have been terminated or forfeited to Prison Realty.
The provisions of Mr. Crants' employment agreement prohibit him from
competing with Prison Realty for a period of one year after termination of his
employment. Prison Realty's employment agreement with Mr. Crants has been
previously filed by Prison Realty with the Commission as Exhibit 10.29 to Prison
Realty's Current Report on Form 8-K (file no. 0-25425) filed with the U.S.
Securities and Exchange Commission on January 6, 1999.
The press release issued by Prison Realty on July 31, 2000 with respect
to Mr. Crants' termination is filed herewith as Exhibit 99.1 and is incorporated
herein in its entirety.
This Form 8-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Prison Realty's actual results
could differ materially from those set forth in the forward-looking statements.
ITEM 7(c). EXHIBITS.
The following exhibit is filed as part of this Current Report:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
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<S> <C>
99.1 Prison Realty press release, dated July 31, 2000, regarding the termination
of Doctor R. Crants
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the undersigned Registrant has duly caused this Current Report on Form
8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 31, 2000 PRISON REALTY TRUST, INC.
By: /s/ Vida H. Carroll
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Its: Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
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<S> <C>
99.1 Prison Realty press release, dated July 31, 2000, regarding the termination
of Doctor R. Crants
</TABLE>
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