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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:
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<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.
In connection with Prison Realty's selection of new senior management,
on Friday, August 4, 2000, Prison Realty announced the appointment of John D.
Ferguson as Prison Realty's chief executive officer and president. Mr. Ferguson
was also appointed to serve as a member of Prison Realty's board of directors
and as its vice-chairman, as well as the chief executive officer and president
of CCA and as a member of its board of directors. Mr. Ferguson replaced Thomas
W. Beasley as the interim chief executive officer of Prison Realty and CCA. Mr.
Beasley had been appointed as the interim chief executive officer of the
companies after the termination of Doctor R. Crants on July 28, 2000. Mr.
Ferguson also replaced J. Michael Quinlan as the president of the companies.
Mr. Quinlan will continue to serve as the chief operating officer of the
companies as well as the executive vice president of each of the companies.
Prison Realty now intends to commence the search for a new chief financial
officer.
The text of the press release containing the announcement of Mr.
Ferguson's appointment 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, 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
JOHN D. FERGUSON, FORMER COMMISSIONER OF FINANCE AND
ADMINISTRATION FOR TENNESSEE, NAMED PRESIDENT AND CEO OF
PRISON REALTY TRUST, INC.
AND CORRECTIONS CORPORATION OF AMERICA
NASHVILLE, Tenn., Aug. 4 /PRNewswire/ -- Prison Realty Trust, Inc.
(NYSE: PZN - news) announced today that John D. Ferguson has been named
President and Chief Executive Officer of Prison Realty Trust, Inc., and
Corrections Corporation of America (CCA). Mr. Ferguson has also been appointed
to the Boards of Directors of Prison Realty and CCA.
"John Ferguson has a perfect combination of private sector business
management experience, turnaround experience, and financial experience in the
highest levels of state government which melds perfectly for an understanding of
our customer base," stated Thomas W. Beasley, chairman of the board of directors
of Prison Realty. "We are in the business of prison privatization, and our
customer base is exclusively government. Managing this relationship properly is
critical to our business success."
"Our executive search firm identified numerous talented individuals
from across the nation. We interviewed many candidates, and the process made it
clear that there are only a few top managers that have skills in both the public
and private arenas to successfully run companies like Prison Realty and CCA.
John Ferguson was a clear leader."
"Most recently, John was responsible for a $17 billion governmental
budget as Tennessee's Commissioner of Finance and Administration. He understands
government budgeting cycles and government contract procedures. We believe
John's experience and reputation in government will be key to his working
effectively with local, state and federal governments."
"Prior to joining state government, John was Chairman and CEO of
Community Bancshares in Germantown, Tennessee a company listed on the Nasdaq
stock market. He took on the leadership role at Community Bancshares after the
bank experienced significant financial trouble. During his tenure at Community
Bancshares, he reorganized operations, returned the bank to profitability, and
sold the bank for over three times book value."
"As Prison Realty's and CCA's new President and CEO, John Ferguson will
be responsible for charting the course of our reorganization plan to restore
profitability and financial strength and set our companies on a strong growth
path for the future. He will be responsible for filling beds, managing costs,
and restoring credibility to our operations."
"John earned a reputation for high integrity from both sides of the
political aisle as Tennessee's Finance Commissioner. He was very effective as
the leader in the State's budgeting process with his non-partisan approach and
his ability to work with all constituents. We believe John's experience will be
an important part in rebuilding trust among our employees, stockholders, banks
and the media."
"The solid credibility John established in governmental circles and his
experience in managing government contracts will also be significant assets as
he takes over the responsibility of
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overseeing the 50-plus government contracts that we review and renew each year.
He brings a disciplined approach to reviewing and pricing government contracts
that will be important to improving our future cash flow and profitability.
Prison Realty and CCA have grown to a size that we need someone with John's
experience to manage both the business of our companies and their relationships
with governmental agencies."
"We are very excited to have John join our team at Prison Realty and
CCA," continued Mr. Beasley. "On filling this key leadership position, I will be
able to turn my attention to revitalizing our Board of Directors and addressing
key corporate governance issues. We expect to announce a new Board structure in
the near future that will be independent of management and be more
representative of a New York Stock Exchange company with national and
international operations."
Mr. Ferguson replaces Thomas W. Beasley who was serving as the interim
chief executive officer of the companies since July 28, 2000. Mike Quinlan will
continue as Chief Operating Officer and will assume the title of Executive Vice
President.
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
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.
Prison Realty has previously announced a proposed restructuring of the
companies, pursuant to which, among other things, Prison Realty will merge with
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 with the Private Securities Litigation Reform Act of 1995.
These include statements regarding changes
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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
statement 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
thereof or to reflect the occurrence of unanticipated events.
Contacts:
Institutional Investor: Alex Singal (615) 263-3005
Media: Susan Hart (615) 263-3104
