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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
</TABLE>
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.
In connection with Prison Realty's selection of new senior management,
on Monday, July 31, 2000, Prison Realty announced the termination of Doctor R.
Crants as Prison Realty's chief executive officer and the appointment of Thomas
W. Beasley, the chairman of the board of directors of Prison Realty, as its
interim chief executive officer. Doctor R. Crants, who resigned as a member of
the Prison Realty board and as its vice-chairman on July 5, 2000, as well as a
member of the CCA board on July 27, 2000, was also terminated as the chief
executive officer of CCA. Thomas W. Beasley was also appointed as the interim
chief executive officer of CCA. Mr. Crants has informed Prison Realty that he
intends to remain as a director of each of the two affiliated service companies,
Prison Management Services, Inc. and Juvenile and Jail Facility Management
Services, Inc., at the request of each company's voting shareholders.
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.
The text of the press release containing the announcement of Doctor R.
Crants' termination 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: Thomas W.
Beasley, C. Ray Bell, Jean-Pierre Cuny, Ted Feldman, Joseph V. Russell, Charles
W. Thomas, Ph.D., J. Michael Quinlan, and Vida H. Carroll. As of July 24, 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 preliminary proxy materials with the U.S. Securities
and Exchange Commission (the "Commission") with respect to the Restructuring,
including Amendment No. 1 to the preliminary proxy materials filed on Friday,
June 30, 2000. Prison Realty expects to file definitive proxy materials with the
Commission as soon as is practicable and deliver such materials to Prison
Realty's stockholders. Prison Realty stockholders and other investors are urged
to read these proxy materials, as they will contain important information. The
proxy materials are, and will be, available for free from the Commission's web
site at www.sec.gov and from Prison Realty.
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NEWS RELEASE
DOCTOR R. CRANTS TERMINATED AS CEO
OF PRISON REALTY AND CORRECTIONS CORPORATION OF AMERICA
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THOMAS W. BEASLEY NAMED INTERIM CEO
Nashville, Tenn. -- (July 31, 2000) -- Prison Realty Trust, Inc. (NYSE: PZN)
announced today that Doctor R. Crants was terminated as Chief Executive Officer
of Prison Realty Trust, Inc. and Corrections Corporation of America (CCA).
Thomas W. Beasley, Chairman of the Board, was named interim Chief Executive
Officer of the two companies.
"Doc Crants' position as CEO was terminated as part of our plan to hire
a new Chief Executive Officer under our previously announced corporate
restructuring," stated Mr. Beasley. "Our search for a new CEO has narrowed and
we are optimistic that an announcement can be made expeditiously. Although no
longer a Director or Officer of Prison Realty or CCA, Doc Crants will continue
as a director of the two affiliated private services companies, Prison
Management Services, Inc. and Juvenile and Jail Facility Management Services,
Inc. He will remain on the boards at the request of the voting shareholders of
these companies, in order to retain his experience in the private corrections
industry."
"The change in management is part of our proposed restructuring plan to
merge Prison Realty with its primary tenant, CCA. Assuming stockholders approve
the merger, the new company will elect to be taxed as a C corporation rather
than as a REIT, commencing with its 2000 taxable year. As a C corporation, the
corporate and financial structure will be simplified, the company will be able
to retain earnings to fund future growth opportunities and it will eliminate
potential conflicts of interest that have harmed our credibility in the public
markets."
"We will mail proxy statements for Prison Realty's special
stockholders' meeting beginning August 1, 2000 with the meeting scheduled for
September 12, 2000. We believe the restructuring plan is in the best interest of
stockholders and will improve our opportunities to build stockholder value in
the future," 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.
Corrections Corporation of America includes companies that provide
detention and corrections services to governmental agencies. The Company is 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. CCA's 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.
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 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 filed with the Securities and Exchange Commission. 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
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