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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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PRISON REALTY TRUST, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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On June 30, 2000, Prison Realty Trust, Inc. ("Prison Realty") announced
a proposed restructuring of Prison Realty and Corrections Corporation of
America, or CCA, its primary tenant (the "Restructuring"). Under the terms of
the proposed Restructuring, Prison Realty will, among other things: (i) merge
with CCA for non-cash consideration on or before September 15, 2000; (ii) elect
to be taxed as a subchapter C corporation, rather than as a REIT, for federal
income tax purposes commencing with its 2000 taxable year; and (iii) select new
senior management for Prison Realty through the appointment of a new chief
executive officer and chief financial officer. Prison Realty also announced
that it intends to restructure its existing board of directors by increasing the
size of the existing board of directors. In addition, certain existing directors
are expected to resign, allowing the appointment of one or more new directors to
the vacancies created by the resignations.
In connection with the restructuring of the Prison Realty board of
directors, on Tuesday, August 8, 2000, William F. Andrews was elected to the
Prison Realty board and appointed to serve as its chairman. Mr. Andrews replaced
Thomas W. Beasley as the chairman of Prison Realty's board of directors. Mr.
Beasley will continue to serve as a director of Prison Realty.
The text of the press release containing the announcement of Mr.
Andrews' election to the board and appointment to serve as its chairman is
included herewith. The press release may be deemed to be solicitation material
with respect to the proposed Restructuring.
Prison Realty and its directors and executive officers may be deemed to
be participants in the solicitation of proxies with respect to the
Restructuring. These directors and executive officers include: William F.
Andrews, Thomas W. Beasley, C. Ray Bell, Jean-Pierre Cuny, Ted Feldman, John D.
Ferguson, Joseph V. Russell, Charles W. Thomas, Ph.D., J. Michael Quinlan, and
Vida H. Carroll. As of August 4, 2000, Thomas W. Beasley is deemed to
beneficially own 2,490,626 shares of Prison Realty common stock, or
approximately 2.1% of Prison Realty's issued and outstanding common stock. The
remaining directors and executive officers of Prison Realty beneficially own in
the aggregate less than 1% of the common stock of Prison Realty.
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Prison Realty has filed definitive proxy materials with the U.S. Securities
and Exchange Commission (the "Commission") with respect to the Restructuring,
and commenced delivery of such materials to Prison Realty's stockholders on or
about July 31, 2000. Prison Realty stockholders and other investors are urged to
read these proxy materials, as they contain important information. The proxy
materials are available for free from the Commission's web site at www.sec.gov
and from Prison Realty.
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NEWS RELEASE
WILLIAM F. ANDREWS NAMED CHAIRMAN OF THE BOARD OF DIRECTORS
OF PRISON REALTY TRUST, INC.
NASHVILLE, Tenn., Aug. 8 /PRNewswire/ -- Prison Realty Trust, Inc.
(NYSE: PZN - news) announced today that William F. Andrews has been named to the
board of directors of Prison Realty and has been elected to serve as its
chairman. Mr. Andrews succeeds Thomas W. Beasley as chairman of board of Prison
Realty, who will continue to serve as a member of its board of directors.
"We are extremely pleased to announce that Bill Andrews has joined our
board of directors as its chairman," stated Thomas W. Beasley. "He brings
significant experience to our corporate governance process and has earned high
marks as chairman or president and chief executive officer of five public
companies, including chairman of three New York Stock Exchange companies.
Additionally, Bill has been chairman of three private companies and has been on
the boards of many public companies. As a principal at Kolberg & Company since
1995, Bill Andrews brings significant experience in financial markets and
finance to Prison Realty."
"Bill Andrews understands our core business very well. He was a member
of Corrections Corporation of America's Board from 1986 until 1998, prior to the
company's merger with Prison Realty Trust. As the new chairman, he will be
responsible for revitalizing our board of directors and addressing key corporate
governance issues. We expect to announce a new board structure in the near
future with a new slate of candidates to be proposed at our annual meeting of
stockholders scheduled later this year in November or December. We are focused
on a board structure that will be independent of management and be more
representative of a New York Stock Exchange company with national and
international operations."
"Bill Andrews will join John Ferguson, our newly appointed CEO and
president, in directing the future of Prison Realty," continued Mr. Beasley.
"Their goal is to return our operations to profitability and restore our
credibility with both customers and stockholders. We are extremely fortunate to
have the combination of operational, financial, government and corporate
governance experience with John and Bill."
William F. Andrews was former chairman, president and CEO of Scoville
Manufacturing. He also served as chairman, president and CEO of Singer Sewing
Machine Company. He has served as president and CEO of UNR Industries, Inc. and
chairman, president and CEO of Amdura Corporation. Most recently, he served as
chairman of Northwestern Steel and Wire Company and was a director of Juvenile
and Jail Facility Management Services, Inc., a private service company owned by
Prison Realty Trust, Inc. Bill has also served as chairman of Utica Corporation,
and chairman of Schrader-Bridgeport International, Inc. and Scovill Fastners,
Inc., all privately held companies. Mr. Andrews is a graduate of the University
of Maryland and holds an MBA degree from Seton Hall University.
"We believe the addition of strong board members like Bill Andrews will
be important in directing our new corporate structure and strengthening
corporate governance at Prison Realty," concluded Mr. Beasley.
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ABOUT THE COMPANY
Prison Realty's business is the development and ownership of
correctional and detention facilities. Headquartered in Nashville, Tennessee,
the Company provides financing, design, construction and renovation of new and
existing jails and prisons that it leases to both private and governmental
managers. Prison Realty currently owns or is in the process of developing 50
correctional and detention facilities in 17 states, the District of Columbia,
and the United Kingdom.
The companies operating under the "Corrections Corporation of America"
name provide detention and corrections services to governmental agencies. The
companies are the industry leader in private sector corrections with
approximately 70,000 beds in 77 facilities under contract or under development
in the United States, Puerto Rico, Australia, and the United Kingdom. The
companies' full range of services includes design, construction, renovation and
management of new or existing jails and prisons, as well as long distance inmate
transportation services.
Prison Realty has previously announced a proposed restructuring,
pursuant to which, among other things, Prison Realty will merge with Corrections
Corporation of America, it primary tenant ("CCA"), and elect to be taxed as a
subchapter C corporation commencing with its 2000 taxable year. Prison Realty is
seeking stockholder approval of the restructuring at a Special Meeting scheduled
for September 12, 2000. Pending stockholder approval, the companies intend to
complete the restructuring on or before September 15, 2000. Prison Realty has
filed definitive proxy materials with respect to the restructuring with the U.S.
Securities and Exchange Commission and has commenced delivery of such materials
to its stockholders. Stockholders are urged to read these materials carefully as
they include important information with respect to the companies and the
proposed restructuring.
FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking
statements as defined within the Private Securities Litigation Reform Act of
1995. These include statements regarding changes in management, accounting
changes related to a change from federal taxation as a REIT to a subchapter C
corporation, merger plan between Prison Realty and CCA, earning expectations,
and integration of Prison Realty and CCA operations and businesses. These
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from the statements made. Other
factors that could cause operating and financial results to differ are described
in Prison Realty's Form 10-K and Form 8-K, as well as in other documents filed
with the SEC. Other risks may be detailed from time to time in reports to be
filed with the SEC. Prison Realty does not undertake any obligation to publicly
release the result of any revisions to forward-looking statements that may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Contacts:
Institutional Investor: Alex Singal (615) 263-3005
Media: Susan Hart (615) 263-3104
