<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRISON REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 62-1763875
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
10 Burton Hills Boulevard
Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), please check the following box [x]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), please check the following box [ ]
Securities Act registration statement file number to which the form relates:
not applicable
--------------
(if applicable)
Securities to be registered pursuant to Section 12(b) of Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
------------------- -------------------
Series B Cumulative Convertible Preferred Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
SERIES B CONVERTIBLE PREFERRED STOCK.
On August 31, 2000, the board of directors of Prison Realty Trust, Inc.,
a Maryland corporation ("Prison Realty"), declared a dividend of approximately
$145.0 million payable on Friday, September 22, 2000 to Prison Realty's common
stockholders of record as of Thursday, September 14, 2000 in connection with
Prison Realty's election to be taxed and qualify as a real estate investment
trust, or REIT, with respect to its 1999 taxable year. The dividend was
subsequently paid on September 22, 2000 in an aggregate of approximately
5,927,805 shares of Prison Realty's Series B Cumulative Convertible Preferred
Stock (the "Series B Convertible Preferred Stock"). The 1999 REIT dividend is
intended to satisfy Prison Realty's remaining distribution requirements in
connection with its election to be taxed and qualify as a REIT with respect to
its 1999 taxable year.
The terms of the Series B Convertible Preferred Stock were originally
described in the Form 8-A filed by Prison Realty with the Securities and
Exchange Commission (the "Commission") on September 8, 2000. A form of the
Articles Supplementary to the Charter of Prison Realty governing the rights and
preferences of the shares of Series B Convertible Preferred Stock was filed
therewith as Exhibit 3.1.
The following summarizes the material terms of the shares of Series B
Convertible Preferred Stock issued to Prison Realty's common stockholders in
satisfaction of Prison Realty's remaining 1999 REIT distribution requirements as
set forth in the Articles Supplementary to the Charter of Prison Realty filed
with the state of Maryland. These Articles Supplementary are included herewith
as Exhibit 3.1 and are incorporated herein in their entirety (the "Series B
Articles Supplementary"). The following information is not a complete
description of the terms of the shares of Series B Convertible Preferred Stock
and should be read together with the Series B Articles Supplementary.
RANK AND PREFERENCE. The Series B Articles Supplementary classify 12,000,000
shares of Prison Realty's preferred stock as Series B Convertible Preferred
Stock with a fixed stated amount of $24.46 per share. The shares of Series B
Convertible Preferred Stock will rank senior as to dividends and liquidation
preference to all classes of Prison Realty's common stock. The Series B
Convertible Preferred Stock will rank, as to dividends and liquidation
preference, on a parity with all capital stock of Prison Realty the terms of
which specifically provide that such capital stock ranks on a parity with the
Series B Convertible Preferred Stock. The existing Series A Cumulative Preferred
Stock of Prison Realty shall rank senior to the Series B Convertible Preferred
Stock as to dividend distributions and distributions upon liquidation,
winding-up and dissolution.
DIVIDENDS. Through September 30, 2003, Prison Realty will pay cumulative
preferential dividends payable in additional shares of Series B Convertible
Preferred Stock, payable for the period from issuance through December 31, 2000
and quarterly thereafter in arrears, on shares of the Series B Convertible
Preferred Stock at a rate of 12% per annum of the stated amount. Following
September 30, 2003, Prison Realty will pay cumulative preferential cash
dividends, payable quarterly, on shares of the Series B Convertible Preferred
Stock at a rate of 12% per annum of the stated amount. Dividends on the shares
of Series B Convertible Preferred Stock will accrue whether or not such
dividends are declared by Prison Realty and whether or not funds are legally
available for payment of such dividends. Any dividend payment made on shares of
Series B Convertible Preferred Stock shall first be credited against the current
dividend and then against the earliest accrued but unpaid dividend.
<PAGE> 3
For so long as any shares of Series B Convertible Preferred Stock are
outstanding, all dividends declared and paid by Prison Realty upon shares of the
Series B Convertible Preferred Stock or upon any shares of capital stock of
Prison Realty ranking on a parity with the shares of Series B Convertible
Preferred Stock shall be declared pro rata based upon the amount of unpaid and
accrued dividends outstanding upon the shares of Series B Convertible Preferred
Stock and upon such parity stock, if any. In addition, for so long as any shares
of Series B Convertible Preferred Stock are outstanding, and until all accrued
dividends on the shares of Series B Convertible Preferred Stock are declared and
paid in full (or a sum sufficient for payment is set apart for payment):
- Prison Realty may not declare or pay, or set apart for payment,
dividends on any shares of capital stock of Prison Realty ranking junior
to the shares of Series B Convertible Preferred Stock (other than (i)
dividends payable in shares of such junior stock and (ii) distribution
of rights to purchase shares of common stock or preferred stock to
common stockholders); and
- Prison Realty may not make any payment on account of, or set apart for
payment, money for a sinking or similar fund for the purposes of the
purchase, redemption or retirement of any shares of capital stock of
Prison Realty ranking on a parity with, or junior to, the shares of
Series B Convertible Preferred Stock, or of warrants, rights, calls or
options exercisable or convertible into such shares of Prison Realty's
capital stock (or cause any entity directly or indirectly controlled by
Prison Realty to effect such repurchase, redemption or retirement).
CONVERSION INTO COMMON STOCK AT THE OPTION OF THE HOLDER. Each share of Series B
Convertible Preferred Stock may, at the option of its holder, be converted into
shares of Prison Realty common stock during either: (i) the period of 10
business days commencing on the sixth business day after the date of issuance of
the Series B Convertible Preferred Stock; or (ii) the period of 10 business days
ending 90 calendar days after the date of issuance of the Series B Convertible
Preferred Stock (or the first business day thereafter). For each share of Series
B Convertible Preferred Stock converted into shares of Prison Realty's common
stock, the holder will receive that number of shares of Prison Realty's common
stock equal to the stated amount ($24.46) per share, divided by the conversion
price of the shares of Series B Convertible Preferred Stock. The conversion
price of the Series B Convertible Preferred Stock shall be fixed at a price
equal to the average of the closing prices of Prison Realty's common stock on
the NYSE for the 10 consecutive trading days ending one day prior to the
applicable conversion period; provided, however, that the conversion price used
to determine the number of shares of Prison Realty's common stock issuable upon
conversion of the Series B Convertible Preferred Stock shall not be less than
$1.00. In the event that the average closing price during the 10 day trading
period is less than $1.00 per share, then the number of shares of common stock
issuable upon conversion shall be completed on the basis of such $1.00 per share
floor price.
During: (i) any period in which shares of Series B Convertible Preferred
Stock may be converted into Prison Realty common stock; or (ii) any period
during which the conversion price of shares of Series B Convertible Preferred
Stock is being determined, Prison Realty may not declare a dividend or make a
distribution on the outstanding shares of Prison Realty's common stock, in
either case, in shares of Prison Realty's common stock, or effect a subdivision,
combination, consolidation or reclassification of the outstanding shares of
Prison Realty's common stock into a greater or lesser number of shares of common
stock.
<PAGE> 4
REDEMPTION AT THE OPTION OF PRISON REALTY. At any time or from time to time
commencing six months following the date which is the later of: (i) the third
anniversary of the issuance of the Series B Convertible Preferred Stock; or (ii)
the date which is the 91st day following the repayment in full of Prison
Realty's 12% senior notes, due June 2006, Prison Realty shall have the right, at
its sole option and election, to redeem, out of funds legally available
therefor, all, or a portion, of the outstanding shares of Series B Convertible
Preferred Stock. Prison Realty may redeem the shares of Series B Convertible
Preferred Stock at a cash price per share equal to the stated amount ($24.46)
per share, plus any accrued but unpaid dividends. If less than all shares of
Series B Convertible Preferred Stock outstanding at the time are to be
repurchased by Prison Realty, the shares of series B convertible preferred stock
to be repurchased shall be selected pro rata; provided, however, that in the
event that less than 10% of the number of shares of Series B Convertible
Preferred Stock originally issued are then outstanding, Prison Realty shall be
required to repurchase all of such outstanding shares if it elects to repurchase
any shares.
VOTING RIGHTS. Holders of the Series B Convertible Preferred Stock will not have
any voting rights, except as set forth below or as required by law.
Whenever dividends on any shares of Series B Convertible Preferred Stock
shall be in arrears for six quarterly periods, such holders of such shares of
Series B Convertible Preferred Stock (voting separately as a class with all
other series of preferred stock ranking on a parity with the Series B
Convertible Preferred Stock as to dividends or on liquidation upon which like
voting rights have been conferred and are exercisable) will be entitled to vote
for the election of a total of two additional directors of Prison Realty at a
special meeting called by the holders of record of at least 20% of the
outstanding shares of Series B Convertible Preferred Stock or the holders of
shares of any other series of preferred stock ranking on a parity with the
Series B Convertible Preferred Stock so in arrears or at the next annual meeting
of stockholders, and at each subsequent annual meeting until all dividends
accumulated on such shares of Series B Convertible Preferred Stock for the past
dividend periods and the dividend for the then current dividend period shall
have been fully paid or authorized and a sum sufficient for the payment thereof
is set aside for payment in full.
The above voting provisions will not apply if all outstanding shares of
Series B Convertible Preferred Stock shall have been redeemed or called for
redemption upon proper notice and sufficient funds shall have been irrevocably
deposited or set aside to effect such redemption.
EFFECT OF CONSOLIDATION OR MERGER UPON CONVERSION OF SERIES B CONVERTIBLE
PREFERRED STOCK. In the event of: (i) any capital reorganization or
reclassification of Prison Realty common stock; (ii) any consolidation, share
exchange or merger of Prison Realty with or into another entity; or (iii) any
sale or conveyance to another entity of all or substantially all of the property
of Prison Realty, each share of series B convertible preferred stock will
thereafter not be convertible into shares of Prison Realty's common stock
issuable immediately prior to the completion of such transaction. Instead, each
share of Series B Convertible Preferred Stock will be convertible into the kind
and amount of shares of stock and other securities and property receivable in
the transaction by a holder of that number of shares of Prison Realty's common
stock into which one share of Series B Convertible Preferred Stock was
convertible immediately prior to the transaction.
<PAGE> 5
ABILITY TO RECEIVE PREFERENTIAL CASH PAYMENT UPON LIQUIDATION. Upon the
occurrence of an event of liquidation or dissolution of Prison Realty (which
shall not include a merger, consolidation or other business combination
involving Prison Realty), the holders of the shares of Series B Convertible
Preferred Stock will be entitled to receive, on a parity with holders of Prison
Realty's preferred stock ranking on a parity with the series B convertible
preferred stock, a liquidating distribution per share, out of assets legally
available for distribution to stockholders, equal to the stated amount ($24.46)
per share, plus any accrued but unpaid dividends.
After payment of the full amount of the greater of the amounts above,
the holders of shares of Series B Convertible Preferred Stock will not be
entitled to any further participation in any distribution of assets of Prison
Realty. If, upon any liquidation, dissolution or winding up of Prison Realty,
the available assets of Prison Realty are insufficient to pay the amount of the
liquidating distributions on all outstanding shares of Series B Convertible
Preferred Stock and upon all outstanding shares of Prison Realty's capital stock
ranking on a parity with the shares of series B convertible preferred stock,
then the holders of shares of the Series B Convertible Preferred Stock and such
parity stock will share equally and ratably in any distribution of assets of
Prison Realty.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------ -----------------------
<S> <C>
3.1 Articles Supplementary to the Charter of Prison Realty
setting forth the terms of the Series B Cumulative Convertible
Preferred Stock.
4.1 Specimen of certificate representing the shares of Series B
Cumulative Convertible Preferred Stock.
*99.1 Prison Realty press release, dated September 5, 2000, announcing
the declaration of the 1999 REIT dividend.
99.2 Prison Realty press release, dated September 25, 2000, announcing
the distribution of the 1999 REIT dividend.
</TABLE>
-----------------
* Incorporated by reference to the exhibit filed with Prison Realty's Form 8-A
dated September 8, 2000.
<PAGE> 6
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amended registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: September 26, 2000 PRISON REALTY TRUST, INC.
By: /s/ John D. Ferguson
----------------------------------------
Its: Chief Executive Officer, President and
Chief Financial Officer
---------------------------------------
<PAGE> 7
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------ -----------------------
<S> <C>
3.1 Articles Supplementary to the Charter of Prison Realty
setting forth the terms of the Series B Cumulative Convertible
Preferred Stock.
4.1 Specimen of certificate representing the shares of Series B
Cumulative Convertible Preferred Stock.
*99.1 Prison Realty press release, dated September 5, 2000, announcing
the declaration of the 1999 REIT dividend.
99.2 Prison Realty press release, dated September 25, 2000, announcing
the distribution of the 1999 REIT dividend.
</TABLE>
-----------------
* Incorporated by reference to the exhibit filed with Prison Realty's Form 8-A
dated September 8, 2000.
