<PAGE> 1
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): June 9, 2000
Prison Realty Trust, Inc.
-------------------------
(Exact name of registrant as specified in its charter)
Maryland 0-25245 62-1763875
-------- ------- ----------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
10 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215
----------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (615) 263-0200
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
WAIVER AND AMENDMENT UNDER CREDIT FACILITY
Prison Realty Trust, Inc. ("Prison Realty" or the "Company") obtained a
waiver of existing defaults under its $1.0 billion senior secured credit
facility with a syndicate of banks led by Lehman Commercial Paper Inc.
("Lehman"), as Administrative Agent, and made amendments to the amended and
restated credit agreement governing the facility (the "Amended and Restated
Credit Agreement") so as to allow for continued borrowing under the facility and
a comprehensive restructuring of the Company (collectively, the "Waiver and
Amendment"). The Waiver and Amendment, dated as of June 9, 2000, allows the
Company to borrow up to $55.0 million under the facility which will be available
to the Company at various times throughout the 2000 calendar year to meet
certain of its liquidity and capital needs. Under the terms of the Waiver and
Amendment, the interest rates on the loans outstanding under the credit facility
were increased by 50 basis points, or .50%, while the maturities of the loans
were unchanged. The Waiver and Amendment requires a comprehensive restructuring
of the Company, including: (i) the merger of the Company with Corrections
Corporation of America, or CCA, the Company's primary tenant, for non-cash
consideration on or before September 15, 2000; (ii) the Company's election to be
taxed as a C corporation, rather than as a REIT, for federal income tax purposes
commencing with its 2000 taxable year; and (iii) the selection of a new
management team of the Company through the appointment of a new chief executive
officer and chief financial officer. The text of the Waiver and Amendment, which
includes additional terms and conditions, is included as Exhibit 10.1 hereto,
and is incorporated herein in its entirety by this reference. The Amended and
Restated Credit Agreement, dated August 4, 1999, by and among the Company,
certain of its subsidiaries, the Company's lenders, and Lehman, has been
previously filed by the Company as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1999, as filed with
the U.S. Securities and Exchange Commission (the "Commission") on August 17,
1999.
As contemplated by the Waiver and Amendment, on June 9, 2000, the
Company and CCA entered into a series of definitive agreements relating to the
deferral of the majority of rents owed to Prison Realty by CCA under the terms
of the leases between the companies and the deferral of payments due to CCA from
Prison Realty under the terms of certain agreements between the companies. These
deferrals, which have been previously disclosed by the Company, required the
consent of the lenders under the credit facility as provided for by the Waiver
and Amendment. The Second Master Amendment to Lease Agreements, Amendment Number
One to Amended and Restated Tenant Incentive Agreement, Amendment Number One to
Business Development Agreement, and Amendment Number One to Amended and Restated
Services Agreement are included herewith as Exhibits 10.2, 10.3, 10.4 and 10.5,
respectively, and are incorporated herein in their entirety by this reference.
The Waiver and Amendment is effective regardless of whether or not the
previously announced transactions between the Company and Pacific Life Insurance
Company ("Pacific Life") are completed. The transactions, which are set forth in
a Securities Purchase Agreement dated as of
2
<PAGE> 3
April 5, 2000, as executed on April 16, 2000, by and among the Company, CCA,
Prison Management Services, Inc., and Juvenile and Jail Facility Management
Services, Inc., on the one hand, and Pacific Life, on the other hand (the
"Securities Purchase Agreement"), include an equity investment in the Company by
Pacific Life and the Company's common stockholders through the completion of
$200.0 million rights offering, backstopped 100% by Pacific Life. The Securities
Purchase Agreement has been previously filed by the Company with the Commission
as Exhibit 10.1 to its Current Report on Form 8-K, as filed on April 17, 2000.
It is a condition under the terms of the Securities Purchase Agreement that,
among other things, the Company renew the terms of its existing credit facility
on terms that are reasonably acceptable to Pacific Life. The Company expects to
discuss the terms of the Waiver and Amendment with Pacific Life in order to
determine whether the Waiver and Amendment is reasonably acceptable to Pacific
Life and satisfies the conditions contained in the Securities Purchase
Agreement. During the negotiation of the Waiver and Amendment, Pacific Life
indicated that the Waiver and Amendment should include an extension of the
maturities of the loans outstanding under the credit facility. The Waiver and
Amendment does not include such an extension. In the event that Pacific Life
determines that the terms of the Waiver and Amendment are not acceptable to it
and that the condition is not satisfied, then the Company anticipates that it
will proceed to complete the merger with CCA as contemplated by the Waiver and
Amendment, subject to stockholder approval.
The press release issued by Prison Realty on June 12, 2000 with respect
to the Waiver and Amendment is filed herewith as Exhibit 99.1 and is
incorporated herein in its entirety by this reference.
CCA CONTRACT WITH THE FEDERAL BUREAU OF PRISONS
CCA has contracted with the Federal Bureau of Prisons (the "FBOP") to
house 3,316 federal detainees at the Company's California City, California and
Cibola County, New Mexico facilities. The contracts have initial terms of three
years, with seven one-year renewal options. The press release issued by Prison
Realty on June 12, 2000 with respect to the contract is filed herewith as
Exhibit 99.2 and is incorporated herein in its entirety by this reference.
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.
3
<PAGE> 4
ITEM 7(c). EXHIBITS.
The following exhibits are filed as part of this Current Report:
10.1 Waiver and Amendment, dated as of June 9, 2000, by and among Prison
Realty, as Borrower, certain of Prison Realty's subsidiaries as
Subsidiary Guarantors, the Lenders, and Lehman Commercial Paper Inc., as
Administrative Agent.
10.2 Second Master Amendment to Lease Agreements, dated June 9, 2000, by and
between Prison Realty and CCA.
10.3 Amendment Number One to Amended and Restated Tenant Incentive Agreement,
dated June 9, 2000, by and between Prison Realty and CCA.
10.4 Amendment Number One to Business Development Agreement, dated June 9,
2000, by and between Prison Realty and CCA.
10.5 Amendment Number One to Amended and Restated Services Agreement, dated
June 9, 2000, by and between Prison Realty and CCA.
99.1 Prison Realty Press Release, dated June 12, 2000, regarding Waiver and
Amendment.
99.2 Prison Realty Press Release, dated June 12, 2000 regarding FBOP Contract.
4
<PAGE> 5
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: June 13, 2000 PRISON REALTY TRUST, INC.
By: /s/ Vida H. Carroll
----------------------------------
Its: Chief Financial Officer, Secretary
and Treasurer
----------------------------------
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------- -----------------------
<S> <C>
10.1 Waiver and Amendment, dated as of June 9, 2000, by and among Prison
Realty Trust, Inc. ("Prison Realty"), as Borrower, certain of Prison
Realty's subsidiaries as Subsidiary Guarantors, the Lenders, and Lehman
Commercial Paper Inc., as Administrative Agent (the "Waiver and
Amendment").
10.2 Second Master Amendment to Lease Agreements, dated June 9, 2000, by and
between Prison Realty and Corrections Corporation of America ("CCA").
10.3 Amendment Number One to Amended and Restated Tenant Incentive Agreement,
dated June 9, 2000, by and between Prison Realty and CCA.
10.4 Amendment Number One to Business Development Agreement, dated June 9,
2000, by and between Prison Realty and CCA.
10.5 Amendment Number One to Amended and Restated Services Agreement, dated
June 9, 2000, by and between Prison Realty and CCA.
99.1 Prison Realty Press Release, dated June 12, 2000, regarding Waiver and
Amendment.
99.2 Prison Realty Press Release, dated June 12, 2000, regarding CCA Contract
with Federal Bureau of Prisons.
</TABLE>
6
