CORRECTIONS CORPORATION OF AMERICA, PRE 14A, 1995-04-04

CORRECTIONS CORPORATION OF AMERICA
PRE 14A, 1995-04-04
FACILITIES SUPPORT MANAGEMENT SERVICES

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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>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

Corrections Corporation of America
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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CORRECTIONS CORPORATION OF AMERICA
102 WOODMONT BOULEVARD
NASHVILLE, TENNESSEE 37205

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, MAY 26, 1995

To the Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Corrections Corporation of America (the "Company"), will be held at
Vanderbilt Plaza, 2100 West End Avenue, Nashville, Tennessee, on Friday, May 26,
1995, at 10:00 a.m. (Central Standard Time) for the following purposes:

(1) To elect a Board of Directors to serve for a term of one (1) year and
until their successors are elected and qualified;

(2) To consider and vote upon a proposal to amend the Company's Certificate
of Incorporation to increase the Company's authorized Common Stock;

(3) To consider and vote upon a proposal to adopt the Corrections
Corporation of America 1995 Employee Stock Incentive Plan; and

(4) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 29, 1995 are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof. A complete list of such stockholders, arranged in
alphabetical order and showing the address of and the number of shares
registered in the name of each such stockholder, will be available at the
Company's principal offices, 102 Woodmont Boulevard, Nashville, Tennessee, for
examination by any stockholder for any purpose germane to the Annual Meeting
during ordinary business hours for a period of at least ten (10) days prior to
the Annual Meeting. The list shall also be produced at the Annual Meeting and
may be inspected by any stockholder who is present.

Your attention is directed to the Proxy Statement accompanying this Notice
for more complete information regarding the matters to be acted upon at the
Annual Meeting.

The Board of Directors recommends that you vote for the director nominees
named in the Proxy Statement and for the adoption of the Corrections Corporation
of America 1995 Employee Stock Incentive Plan and for the amendment to the
Company's Certificate of Incorporation.

Stockholders are cordially invited to attend the meeting in person.

IMPORTANT

YOUR PROXY IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PERSONALLY PRESENT
AT THE ANNUAL MEETING, PLEASE BE SURE THAT THE ENCLOSED PROXY IS PROPERLY
COMPLETED, DATED, SIGNED, AND RETURNED WITHOUT DELAY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors,

Darrell K. Massengale
---------------------
Darrell K. Massengale
Secretary

April 14, 1995
Nashville, Tennessee
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CORRECTIONS CORPORATION OF AMERICA
102 WOODMONT BOULEVARD
NASHVILLE, TENNESSEE 37205

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26, 1995

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Corrections Corporation of America (the
"Company" or "CCA") from holders of the Company's shares of $1.00 par value
common stock (the "Shares") to be voted at the 1995 annual meeting of
stockholders of the Company (the "Annual Meeting") to be held at 10:00 a.m.
(Central Standard Time) on Friday, May 26, 1995, at Vanderbilt Plaza, 2100 West
End Avenue, Nashville, Tennessee, and at any adjournments or postponements
thereof. The mailing address of the principal executive offices of the Company
is 102 Woodmont Boulevard, Suite 800, Nashville, Tennessee 37205. The Notice of
Annual Meeting, this Proxy Statement, and the proxy were first mailed to
stockholders on or about April 14, 1995.

SOLICITATION OF PROXIES

This solicitation of proxies is made by the Company and the costs of
preparing and mailing proxy solicitation materials will be borne by the Company.
In addition to the solicitation of proxies by mail, certain of the officers,
directors, and employees of the Company may solicit proxies by telephone,
telegraph, and personal interview. The cost of any such solicitation will be
borne by the Company. No additional compensation will be paid to an officer,
director, or employee of the Company in connection with soliciting proxies. Upon
request, the Company will reimburse brokers, dealers, banks, and trustees or
their nominees for reasonable expenses incurred by them in forwarding proxy
materials to beneficial owners of shares of the Common Stock (as hereinafter
defined).

REVOCATION OF PROXY

Any stockholder returning the accompanying proxy may revoke such proxy at
any time prior to its exercise by (a) giving written notice to the Company of
such revocation, (b) voting in person at the meeting, or (c) executing and
delivering to the Company a proxy bearing a later date.

OUTSTANDING COMMON STOCK; QUORUM; VOTING

The only voting securities of the Company are the shares of its Common
Stock, $1.00 par value (the "Common Stock"), each share of which entitles the
holder thereof to one vote. Only holders of record of the 13,177,941 shares of
Common Stock outstanding as of the close of business on March 29, 1995 (the
"Record Date"), are entitled to notice of and to vote on each matter submitted
to a vote at the Annual Meeting and any adjournment(s) thereof. The presence, in
person or by proxy, of the holders of a majority of the outstanding Shares
entitled to vote is necessary to constitute a quorum at the Annual Meeting.

Failure of a quorum to be represented at the Annual Meeting will
necessitate an adjournment and will subject the Company to additional expense.
Regardless of whether a quorum is present or represented at the Annual Meeting,
the stockholders entitled to vote at the Annual Meeting, whether present in
person or represented by proxy, have the power to adjourn the Annual Meeting
from time to time, without notice other than by announcement at the Annual
Meeting. At any such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the original Annual Meeting. If the adjournment is for more than 30 days, or if
after the adjournment a new record date is fixed for
<PAGE> 4

the adjourned meeting, a notice of the adjourned meeting will be given to each
stockholder of record entitled to vote at the Annual Meeting.

A complete list of the stockholders entitled to be present and vote at the
Annual Meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
shall be made available at least ten days prior to the Annual Meeting. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the Annual Meeting, during ordinary business hours, for a period of at least ten
days prior to the Annual Meeting, at the executive offices of the Company. The
list shall also be produced at the Annual Meeting, and may be inspected by any
stockholder who is present.

Cumulative voting at the Annual Meeting is not permitted.

VOTING OF PROXIES

Proxies which are properly executed and returned will be voted at the
Annual Meeting in accordance with the instructions thereon. Any proxy upon which
no contrary instructions have been indicated will be voted "FOR": (i) the
election to the Board of Directors of all director nominees; (ii) the adoption
of the proposed Corrections Corporation of America 1995 Employee Stock Incentive
Plan and (iii) the proposed amendment to the Company's Certificate of
Incorporation. The Board of Directors knows of no matters, other than the
matters set forth herein, to be presented for consideration at the Annual
Meeting. However, if other matters properly come before the Annual Meeting, the
persons named in the accompanying proxy intend to vote such proxy in accordance
with their judgment on any such matters. The persons named in the accompanying
proxy may also, if they deem such action advisable, vote such proxy to adjourn
the Annual Meeting from time to time.

You are requested promptly to mark, date, sign, and return the enclosed
proxy in the envelope provided.

PROPOSALS FOR STOCKHOLDER ACTION

PROPOSAL 1. ELECTION OF DIRECTORS

The By-laws of the Company presently provide that the Board of Directors
shall consist of not less than three members, and that the actual number of
directors comprising the Board of Directors shall be determined from time to
time by the vote of two-thirds of the entire Board of Directors. The current
Board of Directors consists of the seven individuals named below, each of whom
has been nominated for reelection and has consented to be so named in this Proxy
Statement and to serve, if elected.

Each director serves until the next annual meeting of stockholders and
until his successor is elected and qualified, unless such director sooner
resigns or is removed in accordance with the By-laws of the Company. If any
nominee becomes unable or unwilling to serve, although not anticipated, the
persons named as proxies will have the discretionary authority to vote for a
substitute. The seven nominees for election to the Board of Directors who
receive the greatest number of votes cast at the Annual Meeting will be elected
to the Board of Directors.

NOMINEES FOR THE BOARD

Biographical information concerning each of the nominees is set forth
below. All of the nominees are presently serving on the Board.

THOMAS W. BEASLEY Age -- 52
Director since 1983

Mr. Beasley, a founder of the Company, was elected Chairman Emeritus of the
Board of Directors of the Company in June 1994. From June 1987 to June 1994, he
served as Chairman of the Board. Mr. Beasley served as President of the Company
from January 1983 to June 1987. He has served as a director since 1983.

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From 1978 through June 1985, Mr. Beasley was President of Tri Insurance, Inc., a
property and casualty insurance agency, and since June 1985, has served as its
Vice President. Mr. Beasley has served as a director of Tri Insurance, Inc.
since 1978. Mr. Beasley also served as a director of Education Corporation of
America, a private educational corporation, from January 1986 to October 1987.
From 1974 through 1978, Mr. Beasley served as Chairman of the Tennessee
Republican Party, and he continues to be active in Tennessee politics. Mr.
Beasley graduated from the United States Military Academy at West Point in 1966
and received a Doctor of Jurisprudence degree from Vanderbilt University School
of Law in 1973.

DOCTOR R. CRANTS Age -- 50
Chairman and Chief Director since 1983
Executive Officer

Mr. Crants, a founder of the Company, was elected Chief Executive Officer
and Chairman of the Board of the Company in June 1994. From June 1987 to June
1994, he served as President, Chief Executive Officer and Vice Chairman of the
Board of Directors of the Company. From January 1983 through June 1987, Mr.
Crants served as Secretary and Treasurer of the Company. He has served as a
director of the Company since 1983. Mr. Crants served as a director of Sahara
Resorts, a destination resort company from January 1985 through 1990. Mr. Crants
has served as President of Tri Insurance, Inc. since June 1985 and as a director
of that company since January 1985. He served as President and director of
Tennessee Media South, Inc., a consulting firm in the broadcasting industry,
from 1980 through January 1984. Mr. Crants graduated from the United States
Military Academy at West Point in 1966, and received joint Masters in Business
Administration and Juris Doctor degrees from the Harvard Business School and
Harvard Law School, respectively, in 1974.

T. DON HUTTO Age -- 59
Senior Managing Director of Director since 1983
International Operations

Mr. Hutto, a founder of the Company, was elected Vice Chairman of the Board
of Directors and Senior Managing Director of International Operations of the
Company in June 1994. From July 1988 to June 1994, he was engaged by the Company
as International Projects Manager to oversee and supervise the Company's
business activities in the United Kingdom, France, Australia, New Zealand, and
Canada, as well as other projects as directed by the Company's President. From
April 1984 to July 1988, Mr. Hutto served as Executive Vice President of the
Company, and from January 1983 to April 1984 he served as Vice President. He has
served as a director of the Company since 1983. From January 1982 through
January 1983, Mr. Hutto served as President of H & H Associates, a consulting
firm specializing in corrections and criminal justice. Mr. Hutto served as
Commissioner, Department of Corrections of Virginia, from 1976 through December
1981 and Commissioner of Corrections of Arkansas from 1971 to 1976. He has also
held a management position in the corrections department of the State of Texas.
He is the past president of the American Correctional Association ("ACA"), and a
past president of both the Association of State Correctional Administrators and
the Southern States Correctional Association. Mr. Hutto is the 1987 recipient of
the E.R. Cass Award, the highest award given by the ACA for lifetime achievement
in corrections. Mr. Hutto graduated from East Texas State University in 1958.

WILLIAM F. ANDREWS Age -- 63
Director Director since 1986

Mr. Andrews has served as a director of the Company since 1986. Mr. Andrews
currently serves as the Chairman of Schrader, Inc., a manufacturing company.
From January 1992 through December 1994 he was Chairman, President and Chief
Executive Officer of Amdura Corporation, a manufacturing company and Chairman of
Utica Corp. also a manufacturing company. From April 1990 through January 1992,
he served as the President and Chief Executive Officer of UNR Industries, Inc.,
a diversified steel processor. From September 1989 to March 1990, Mr. Andrews
was President of Massey Investment Company, a private investment company. From
August 1986 through September 1989, he was Chairman and Chief Executive Officer
of Singer Sewing Machines. He is the retired Chairman, President and Chief
Executive Officer of

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Scovill, Inc., a diversified manufacturing company, where he served from 1979
through 1986. Mr. Andrews serves as a director of Navistar International
Corporation, Southern New England Telephone Company, Johnson Control
Corporation, Harley Davidson Company, Katy Industries, Northwestern Steel and
Wire Company, Block Box Corporation and Process Technology Holdings. Mr. Andrews
was elected to the Board of Directors pursuant to the Consulting Agreement
between the Company and Massey Burch Investment Group, Inc.

RICHARD H. FULTON Age -- 68
Director Director since 1988

Mr. Fulton has served as a director of the Company since February 23, 1988,
when he was elected by the Board of Directors to fill a vacancy on the Board.
Mr. Fulton presently serves as Chairman Emeritus of the Board and as a director
of The Bank of Nashville, a bank chartered by the State of Tennessee in 1989. He
also serves as Chairman of The Fulton Group, Inc., a consulting firm which
enables the private and public sectors to form partnerships providing public
services more efficiently and economically. From September 1975 through October
1987, Mr. Fulton served three consecutive terms as Mayor of Nashville,
Tennessee. He was President of the United States Conference of Mayors in 1985.
He previously served as a Tennessee State Senator from 1959 to 1962, and from
1962 through 1975 served as a member of the U.S. House of Representatives, where
he became a ranking member of the House Ways and Means Committee prior to his
election as Mayor of Nashville.

SAMUEL W. BARTHOLOMEW, JR. Age -- 50
Director Director since 1991

Mr. Bartholomew has served as a director of the Company since June 1991.
Mr. Bartholomew is a founder and Chairman of the Nashville law firm of Stokes &
Bartholomew, P.A. which serves as general counsel to the Company. Mr.
Bartholomew is a member of the Nashville, Tennessee, and American Bar
Associations, and was installed in 1985 as a Fellow in the Tennessee Bar
Association. In 1984 he was a Presidential Appointee to the Board of Directors
of the Federal National Mortgage Association (Fannie Mae). He also serves on the
Board of Third National Bank in Nashville. Mr. Bartholomew graduated from the
United States Military Academy at West Point in 1966 and received a Doctor of
Jurisprudence degree, Order of Coif, from Vanderbilt University School of Law in
1973 where he subsequently chaired the Dean's Council and taught seminars on
Corporate Strategy and Business Law from 1974 to 1984.

JEAN-PIERRE CUNY Age -- 40
Director Director since 1994

Mr. Cuny has served as a director of the Company since July 1994. Mr. Cuny
serves as the Senior Vice President of the Sodexho Group, a leading supplier of
catering and various services to institutions based in Paris, France. From
February 1982 to June 1987, he served as Vice President in charge of Development
for the aluminum semi-fabricated productions division of Pechiney, a diversified
aluminum and other materials integrated producer. Mr. Cuny graduated from Ecole
Polytechnique in Paris in 1977 and from Stanford University Engineering School
in 1978.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES LISTED
ABOVE.

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PROPOSAL 2. ADOPTION OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED COMMON STOCK

The Board of Directors has adopted resolutions approving and recommending
to the stockholders for their approval an amendment to the Company's Certificate
of Incorporation which would increase the number of authorized shares of Common
Stock from 30,000,000 shares to 50,000,000 shares. The text of the proposed
amendment is set forth below.

REASONS FOR AMENDMENT.

The Board of Directors believes that it is advisable to increase the
authorized number of shares of Common Stock in order to have shares available
for, among other things, possible issuance in connection with such activities as
stock splits and stock dividends, public offerings of shares for cash,
acquisitions of other companies, conversion of convertible securities or the
implementation of employee benefit plans. As of January 31, 1995, the Company
had a total of 12,796,708 shares of Common Stock outstanding and a total of
1,201,580 shares of Common Stock reserved for issuance under the various stock
option plans of the Company and a total of 5,585,061 shares reserved for
issuance upon conversion of outstanding convertible securities.

Under the provisions of the Delaware General Corporation Law, the Board of
Directors generally may issue authorized but unissued shares of Common Stock
without stockholder approval. Having a substantial number of authorized but
unissued shares of Common Stock that is not reserved for specific purposes would
allow the Company to take prompt action with respect to corporate opportunities
that develop, without the delay and expense of convening a special meeting of
stockholders for the purpose of approving an increase in the Company's
capitalization. The issuance of additional shares of Common Stock may, depending
upon the circumstances under which such shares are issued, reduce stockholder's
equity per share and may reduce the percentage ownership of Common Stock by
existing stockholders. It is not the present intention of the Board of Directors
to seek stockholder approval prior to any issuance of shares of Common Stock
that would become authorized by the amendment unless otherwise required by law
or regulation. Frequently, opportunities arise that require prompt action, and
it is the belief of the Board of Directors that the delay necessitated for
stockholder approval of a specific issuance could be to the detriment of the
Company and its stockholders.

The adoption of the amendment may have an anti-takeover effect because the
Board of Directors would have the ability to issue a significant number of
shares as a defense to an attempted takeover of the Company. The Company's
Certificate of Incorporation does not contain any other provisions that are
generally considered to have an anti-takeover effect. The Company may from time
to time in future proxy solicitations propose other measures which are generally
considered to have an anti-takeover effect.

When issued, the additional shares of Common Stock authorized by the
amendment will have the same rights and privileges as the shares of Common Stock
currently authorized and outstanding. Other than certain contractual rights
granted to Sodexho, S.A., there are no preemptive rights attached to these
shares.

TEXT OF THE AMENDMENT.

The proposed amendment in its entirety is as follows:

The second sentence of Article IV of the Certificate of Incorporation
of the Company shall be deleted in its entirety and replaced with the
following:

"IV. The total number of shares which the Company shall have the
authority to issue is Fifty One Million (51,000,000) shares, consisting
of Fifty Million (50,000,000) shares of Common Stock having One Dollar
($1.00) par value per share ("Common Stock") and One Million (1,000,000)
shares of Preferred Stock having One Dollar ($1.00) par value per share
("Preferred Stock")."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

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PROPOSAL 3. PROPOSED ADOPTION OF THE CORRECTIONS CORPORATION OF AMERICA 1995
EMPLOYEE STOCK INCENTIVE PLAN.

The Board believes that a fundamental element of officer and key employee
compensation is stock-based incentive compensation. Such compensation advances
the interests of the Company by encouraging, and providing for, the acquisition
of equity interests in the Company by officers and key employees, thereby
providing substantial motivation for superior performance. In order to provide
the Board with greater flexibility, to adapt to changing economic and
competitive conditions, and to implement stock-based compensation strategies
which will attract and retain those employees who are important to the long term
success of the Company, the Board, at its March 1995 meeting, adopted, subject
to stockholder approval, the 1995 Employee Stock Incentive Plan (the "1995
Plan"). If approved by the stockholders, the 1995 Plan will become effective as
of March 20, 1995 and will terminate ten years after that date. The full text of
the 1995 Plan is reproduced and attached to this Proxy Statement as Exhibit A.

The 1995 Plan authorizes the issuance of up to 600,000 shares of the
Company's Common Stock, subject to adjustment for events affecting all of the
outstanding Common Stock and certain other percentage adjustments for increases
in authorized and issued shares. The 1995 Plan is administered by the Company's
Compensation Committee.

Awards under the 1995 Plan may be made to officers and key employees of the
Company, its subsidiaries and affiliates (currently approximately 65 persons),
but may not be granted to any director who is a member of the Committee (as
defined in the 1995 Plan) or to any other director unless the director is also a
regular employee of the Company, its subsidiaries or affiliates. The 1995 Plan
imposes no limit on the number of officers and other key employees to whom
awards may be made. It is not possible to determine how many employees will be
eligible to participate in the 1995 Plan in the future or the amount of benefits
payable to such employees in the future.

The Committee has the authority to grant the following type of awards under
the 1995 Plan: (1) Stock Options; (2) Stock Appreciation Rights; (3) Restricted
Stock; (4) Deferred Stock; (5) Stock Purchase Rights and/or (6) Other
Stock-Based Awards. The Committee has the authority to determine whether and to
what extent such awards are to be granted to eligible employees.

1. Stock Options. Incentive stock options ("ISO") and non-qualified stock
options may be granted for such number of shares as the Committee will determine
and may be granted alone, in conjunction with, or in tandem with, other awards
under the 1995 Plan and/or cash awards outside the 1995 Plan.

A stock option will be exercisable at such times and subject to such terms
and conditions as the Committee will determine and over a term to be determined
by the Committee, which term will be no more than ten years after the date of
grant. The option price for any incentive stock option will not be less than
100% of the fair market value of the Company's Common Stock as of the date of
grant and will be not less than 50% of the fair market value of the Company's
Common Stock as of the date of grant for any non-qualified stock option.

2. Stock Appreciation Rights. Stock Appreciation Rights ("SARs") may be
granted in conjunction with all or part of a stock option and will be
exercisable only when the underlying stock option is exercisable. Once an SAR
has been exercised, the related portion of the stock option underlying the SAR
will terminate.

3. Restricted Stock. Restricted stock may be granted alone, in conjunction
with, or in tandem with, other awards under the 1995 Plan and/or cash awards
outside of the 1995 Plan and may be conditioned upon the attainment of specific
performance goals or such other factors as the Committee may determine. The
provisions attendant to a grant of restricted stock may vary from participant to
participant.

During the restriction period, the employee may not sell, transfer, pledge
or assign the restricted stock. The certificate evidencing the restricted stock
will remain in the possession of the Company until the restrictions have lapsed.

4. Deferred Stock. Deferred stock may be granted alone, in conjunction
with, or in tandem with, other awards under the 1995 Plan and/or cash awards
outside of the 1995 Plan and may be conditioned upon the

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attainment of specific performance goals or such other factors as the Committee
may determine. The provisions attendant to a grant of deferred stock may vary
from participant to participant.

During the deferral period as set by the Committee, the employee may not
sell, transfer, pledge, or assign the deferred stock award. At the end of the
deferral period, shares of common stock equal to the number covered by the award
of deferred stock will be delivered to the employee.

5. Stock Purchase Rights. The Committee may grant eligible individuals
rights to purchase Company Common Stock at (a) the fair market value, (b) 50% of
fair market value, (c) book value, or (d) par value, all values being as of the
date of grant. The Committee may condition such rights, or their exercise, on
such terms and conditions as it sees fit.

6. Other Stock-Based Awards. The Committee may also grant other types of
awards that are valued, in whole or in part, by reference to, or otherwise based
on, the Company's Common Stock. These awards may be granted alone, in addition
to, or in tandem with, stock options, SARs, restricted stock, deferred stock or
stock purchase rights and/or cash awards outside of the 1995 Plan. Such awards
will be made upon such terms and conditions as the Committee may in its
discretion provide.

The 1995 Plan contains certain change in control provisions. If there is a
change in control or a potential change in control, SARs and limited SARs
outstanding for at least six months, and any stock options which are not then
exercisable will become fully exercisable and vested. Likewise, the restrictions
and deferral limitations applicable to restricted stock, deferred stock, stock
purchase rights and other stock-based awards will lapse and such shares and
awards will be deemed fully vested. Stock options, SARs, limited SARs,
restricted stock, deferred stock, stock purchase rights and other stock-based
awards will, unless otherwise determined by the Committee in its sole
discretion, be cashed out on the basis of the change in control price, as
defined in the 1995 Plan.

On March 29, 1995, the last reported sale price of the Company's Common
Stock on the New York Stock Exchange was $30.25 per share.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED
ADOPTION OF THE CORRECTIONS CORPORATION OF AMERICA 1995 EMPLOYEE STOCK INCENTIVE
PLAN.

REPORTS OF BENEFICIAL OWNERSHIP

UNDER SECTION 16(A) OF THE EXCHANGE ACT

Under the Securities laws of the United States, the Company's directors,
executive officers and any person holding more than ten percent of the Common
Stock are required to report their ownership of the Common Stock and any changes
in that ownership to the SEC and the New York Stock Exchange ("NYSE"). These
persons also are required by SEC regulations to furnish the Company with copies
of these reports. Specific due dates for these reports have been established and
the Company is required to report in this Proxy Statement any failure to file by
these dates in 1994. Based solely on a review of the reports furnished to the
Company or written representations from the Company's directors and executive
officers, the Company believes that all of these filing requirements were
satisfied by the Company's directors, executive officers and ten percent holders
during the 1994 fiscal year.

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SECURITY OWNERSHIP OF DIRECTORS,
OFFICERS AND PRINCIPAL STOCKHOLDERS

The following table sets forth the number of shares of Common Stock held
beneficially, directly or indirectly, as of the Record Date by (i) each person
known by the Company to be the beneficial owner of more than 5% of the Common
Stock, (ii) each director (and nominee for director) of the Company, (iii) the
Company's Chief Executive Officer and the Company's four most highly compensated
executive officers other than the Chief Executive Officer whose total salary and
bonus for 1994 exceeded $100,000 (these executive officers being hereinafter
referred to collectively as the "Named Executive Officers") and (iv) all
directors and officers of the Company as a group, together with the percentage
of the outstanding shares of Common Stock which such ownership represents.

According to rules adopted by the SEC, a person is the "beneficial owner"
of securities if such person, directly or indirectly (through any contract,
arrangement, understanding, relationship, or otherwise), has or shares voting
power or investment power with respect to such securities. As used in the
foregoing definition of beneficial ownership, voting power includes the power to
vote or direct the voting of securities, and investment power includes the power
to dispose or direct the disposition of securities. Except as otherwise noted,
each person named in the following table possesses sole voting and investment
power with respect to the Shares shown as owned by such person.

COMMON STOCK

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------
NAME AND ADDRESS NUMBER PERCENT
--------------------------------------------------------------- --------- -------
<S> <C> <C>
Sodexho, S.A................................................... 3,021,085(1) 19.5%
3 avenue Newton
78180 Montigny-le-Bretonneux
France
The Massey Burch Investment Group.............................. 1,241,109(2) 9.3%
310 25th Ave. N., Suite 103
Nashville, Tennessee 37203
Thomas W. Beasley.............................................. 1,052,539(3) 7.8%
102 Woodmont Boulevard
Nashville, Tennessee 37205
First Union National Bank of Tennessee......................... 632,995 4.8%
As Custodian for Corrections Corporation of America
Amended and Restated Employee Stock Ownership Plan
150 Fourth Avenue North
Nashville, Tennessee 37219
Doctor R. Crants............................................... 507,497(4) 3.8%
102 Woodmont Boulevard
Nashville, Tennessee 37205
T. Don Hutto................................................... 249,099(5) 1.9%
102 Woodmont Boulevard
Nashville, Tennessee 37205
William F. Andrews............................................. 75,399(6) .6%
358 Tranquility Road
Middlebury, Connecticut 06762
Samuel W. Bartholomew, Jr...................................... 59,000(7) .4%
424 Church Street, Suite 2800
Nashville, Tennessee 37219
</TABLE>

8
<PAGE> 11

- ---------------

(1) Includes 488,485 shares of Common Stock issuable upon conversion of certain
convertible subordinated notes; 1,100,000 shares issuable upon conversion
of certain warrants and approximately 732,600 shares issuable upon
conversion of certain convertible subordinated notes. Such information is
derived in part from the Schedule 13D, dated June 23, 1994 filed by
Sodexho, S.A.
(2) The shares indicated are beneficially owned directly or indirectly by
various individuals or entities affiliated with Massey Burch Investment
Group, Inc. ("MBIG"), a venture capital firm, the principals of which are
Messrs. Lucius E. Burch, III, Frank B. Sheffield, Jr. and Donald M.
Johnston. These individuals and entities and the number of shares of the
Company's Common Stock that they own are as follows: 50,000 shares held,
and 20,000 shares which may be acquired upon the exercise of certain
warrants held by, the Confederate Venture Fund ("CVF"); 375,000 shares held
by, and 90,000 shares which may be acquired upon the exercise of certain
warrants held by, The Valley Venture Fund Limited Partnership ("VVF"); and
2,333 shares held by Cumberland Ventures ("CV") (CVF, VVF, and CV are
limited partnerships of which certain of the general partners and/or
investment managers are affiliates of MBIG); 233,711 shares held by, and
41,570 shares which may be acquired upon the exercise of certain warrants
held by, certain investment advisory clients of MBIG with respect to which
Messrs. Burch, Sheffield, and Johnston, share voting and investment power
under the terms of powers of attorney granted to such persons by such
investment advisory clients; 330,473 shares held by, and 41,094 shares
which may be acquired upon exercise of certain warrants held by, Lucius E.
Burch, III; 66,426 shares held by, and 13,285 shares which may be acquired
upon exercise of certain warrants held by Mr. Burch as co-trustee of a
trust of which he disclaims beneficial ownership; 21,590 shares held by,
and 7,262 shares which may be acquired upon exercise of certain warrants
held by, Frank B. Sheffield, Jr.; and 21,314 shares held by, and 6,762
shares which may be acquired upon exercise of certain warrants held by,
Donald M. Johnston. Such information is derived solely from the Schedule
13G, dated February 10, 1995, filed by The Valley Venture Fund Limited
Partnership, Lucius E. Burch, III, Frank B. Sheffield, Jr. and Donald M.
Johnston. Does not include 3,750 shares held by, and 2,340 shares which may
be acquired upon the exercise of certain warrants held by, certain
employees of MBIG (beneficial ownership of which is disclaimed).
(3) Includes 75,000 shares issuable upon the exercise of options, 1,000 shares
owned by Mr. Beasley's wife, 7,033 shares held in the Company's Employee
Stock Ownership Plan, 179,385 shares issuable upon the exercise of warrants
and 200 shares issuable upon the exercise of warrants owned by Mr.
Beasley's wife.
(4) Includes 212,500 shares issuable upon the exercise of options, 11,642
shares held in the Company's Employee Stock Ownership Plan and 54,470
shares issuable upon the exercise of warrants (does not include 1,600
shares held in trust for Mr. Crants' children and 3,320 shares issuable
upon the exercise of warrants held in trust for Mr. Crants' children
beneficial ownership of which is disclaimed).

9
<PAGE> 12

(5) Includes 142,500 shares issuable upon the exercise of options, 4,034 shares
held in the Company's Employee Stock Ownership Plan, 13,166 shares issuable
upon the exercise of warrants, 32,833 shares owned by Mr. Hutto's wife, and
6,566 shares issuable upon the exercise of warrants owned by Mr. Hutto's
wife.
(6) Includes 49,000 shares issuable upon exercise of options, 1,000 shares
owned jointly by Mr. Andrews and his wife, 1,000 shares owned of record by
children of Mr. Andrews, 666 shares issuable upon the exercise of warrants
and 400 shares issuable upon the exercise of warrants owned jointly by Mr.
Andrews and his wife and by Mr. Andrews' children.
(7) Includes 37,000 shares issuable upon the exercise of options, 3,000 shares
owned by children of Mr. Bartholomew, 2,500 shares issuable upon the
exercise of warrants and 400 shares issuable upon the exercise of warrants
owned by children of Mr. Bartholomew.
(8) Includes 20,000 shares issuable upon the exercise of options and 1,700
shares issuable upon the exercise of warrants.
(9) Includes 7,500 shares issuable upon the exercise of options.
(10) Includes 51,100 shares issuable upon the exercise of options, 200 shares
owned by children of Mr. Myers, 20 shares issuable upon the exercise of
warrants, 40 shares issuable upon the exercise of warrants owned by
children of Mr. Myers and 4,287 shares held in the Company's Employee Stock
Ownership Plan.
(11) Includes 34,800 shares issuable upon the exercise of options, 350 shares
owned jointly by Mr. Massengale and his wife, 70 shares issuable upon the
exercise of warrants owned jointly by Mr. Massengale and his wife and 3,276
shares held in the Company's Employee Stock Ownership Plan.
(12) Includes an aggregate of 209,377 shares issuable upon exercise of options
and warrants (in addition to the options and warrants referenced in
footnotes 3,4, 5, 6, 7, 8, 9, 10, and 11); 1,000 shares owned by Mr.
Beasley's wife (see footnote 3); 32,833 shares owned by Mr. Hutto's wife
(see footnote 5); 1,000 shares owned jointly by Mr. Andrews and his wife
and 1,000 shares owned by Mr. Andrews' children (see footnote 6); 3,000
shares owned by Mr. Bartholomew's children (see footnote 7); 200 shares
owned by Mr. Myer's children (see footnote 10); 350 shares owned jointly by
Mr. Massengale and his wife; and 23,877 shares held in the Company's
Employee Stock Ownership Plan (in addition to the shares referenced in
footnotes 3, 4, 5, 10 and 11).

In September 1992, the Company issued a warrant dividend to its common
stockholders of record on September 4, 1992 (the "Warrants"). Stockholders
received one Warrant for every five shares of Common Stock held. Each Warrant
entitles the holder thereof to purchase one share of Common Stock at an exercise
price of $8.50 per share. The Warrants initially had a term of four years and in
September, 1993 the term was extended by one year to September 11, 1997. The
Warrants became exercisable after April 30, 1993. Subject to various limitations
imposed by federal and state securities laws, all of the Warrants issued by the
Company are transferable, in whole or in part, at any time. The Warrants are
traded on the NYSE under the symbol CXC/WS. The number of shares of Common Stock
subject to these Warrants and the exercise price per share will be adjusted by
the Company to reflect certain changes in the capitalization of the Company.

10
<PAGE> 13

MANAGEMENT

Except as otherwise described under "Management -- Employment Agreements"
herein, the executive officers of the Company are elected annually by the Board
of Directors following the Annual Meeting of Stockholders to serve for a
one-year term and until their successors are elected and qualified. Biographical
information concerning those executive officers of the Company who are also
directors of the Company is set forth under Proposal 1 in this Proxy Statement.
Biographical information concerning all other executive officers of the Company
is set forth below.

<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION SINCE
- ---------------------- --- ---------------------------------- --------
<S> <C> <C> <C> <C>
Doctor R. Crants....................... 50 Chairman of the Board; Chief
Executive Officer; Director 1983
Thomas W. Beasley...................... 52 Director 1983
T. Don Hutto........................... 59 Vice Chairman of the Board; Senior
Managing Director of International
Operations; Director 1983
David L. Myers......................... 51 President
Darrell K. Massengale.................. 34 Chief Financial Officer; Secretary
and Treasurer; Vice President,
Finance
Dennis E. Bradby....................... 45 Vice President, Education Services
Robert G. Britton...................... 54 Vice President, Operations
Linda G. Cooper........................ 44 Vice President, Legal Affairs
Peggy W. Lawrence...................... 39 Vice President, Investor Relations
John D. Rees........................... 48 Vice President, Business
Development
Linda A. Staley........................ 50 Vice President, Project
Development
Gay E. Vick, III....................... 47 Vice President and Managing
Director of International
Operations
</TABLE>

David L. Myers became President of the Company in June 1994. From December
1986 to June 1994, he served as Vice President, Facility Operations of the
Company. From September 1985 to December 1986, he served as Administrator of the
Company's Bay County, Florida facility. From 1968 to 1985, Mr. Myers was
employed with the Texas Department of Corrections, starting as a corrections
officer in 1968 and progressing in 1973 to warden of a maximum security prison.
He graduated from Sam Houston State University in 1969.

Darrell K. Massengale joined the Company in February 1986 and in March 1991
became its Vice President, Finance, Secretary, and Treasurer. In June 1994, he
was also elected Chief Financial Officer of the Company. From February 1986 to
March 1991, Mr. Massengale served as Controller of the Company. He is a
certified public accountant who was employed by the accounting firm of KPMG Peat
Marwick from 1982 through 1986. Mr. Massengale graduated from Middle Tennessee
State University in 1982 and became a certified public accountant in 1985.

Dennis E. Bradby has served as Vice President, Education Services for the
Company since June 1991. From April 1986 through June 1991, Mr. Bradby served as
the Company's Vice President, Operational Support Systems. From January through
April 1986, Mr. Bradby served as the Facility Administrator of the Company's
Hamilton County Work House and, from March 1984 through January 1986, as the
Facility Administrator of the Company's Houston Immigration Detention Facility.
He served as Regional Manager of the Virginia State Department of Corrections
from 1977 through March 1984 and as the Assistant Superintendent of that
department from 1974 through 1978. Mr. Bradby also served as Assistant
Superintendent of the Juvenile Detention Facility in Norfolk, Virginia from 1973
through 1974. Mr. Bradby graduated from Norfolk State University in 1972.

11
<PAGE> 14

Robert G. Britton was elected Vice President, Operations for the Company in
June 1994. From January 1986 to June 1994, he served as Vice President, Business
Development for the Company. From April 1985 to January 1986, Mr. Britton served
as Vice President, Operations for the Company. From March 1983 to March 1985,
Mr. Britton served as Director of Corrections of Dallas County, Texas and from
August 1981 to March 1983 as the President of Prison Management Systems, Inc., a
subsidiary of American Medical International Corporation (a hospital management
company). From 1979 to 1981, Mr. Britton served as the Director of the Alabama
Department of Corrections. Mr. Britton graduated from Sam Houston State
University in 1965.

Linda G. Cooper joined the Company in April 1987 as Senior Legal Counsel.
In May 1988, she was elected Assistant Secretary of the Company and in January
1989 became its Vice President, Legal Affairs. From December 1981 to March 1987
she served as staff attorney and then deputy general counsel for the Kentucky
Corrections Cabinet. Ms. Cooper received a Juris Doctor degree from the
University of Kentucky in 1979.

Peggy W. Lawrence became Vice President, Communications for the Company in
June 1989. From March 1987 to June 1989, she served as Director of
Communications for the Company. From January 1985 to March 1987, she served as
an account executive for Dye, Van Mol and Lawrence Public Relations. From
January 1980 to January 1985, Ms. Lawrence served as Vice President, Research at
Morgan Keegan & Co., an investment banking firm. Ms. Lawrence graduated from the
University of Tennessee at Knoxville in 1977 and became a Chartered Financial
Analyst in 1984.

John D. Rees was elected Vice President, Business Relations for the Company
in June 1994. From 1969 until 1986 when he joined the Company, Mr. Rees served
as warden of the Kentucky State Reformatory. Mr. Rees holds a Master of Science
degree from Florida State University and a Bachelor of Arts degree from the
University of Kentucky with majors in criminology, correctional administration
and sociology.

Linda A. Staley was elected Vice President, Project Development for the
Company in June 1994. She joined the Company in 1985 as Director, Project
Development. Prior to joining the Company, Ms. Staley spent 18 years working for
federal governmental agencies, including the Department of Justice and the
Immigration and Naturalization Service (INS) in the contracting and procurement
field. Ms. Stanley attended Wayne State College where she studied business
administration.

Gay E. Vick, III was elected Vice President and Managing Director of the
Company's International Operations in June 1994. From January 1987 to June 1994,
he served as Vice President, Project Development for the Company. From April
1984 to December 1986, Mr. Vick served as Vice President, Design and
Construction. From April 1983 to April 1984 he served as President of Vick and
Harris, Ltd., where he designed correctional and detention facilities. He has
designed correctional and detention facilities for 11 years and is a member of
the Architecture for Justice Committee of the American Institute of
Architecture. Mr. Vick graduated from Virginia Polytechnic Institute in 1970.

12
<PAGE> 15

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation paid or accrued by the
Company during the three fiscal years ending December 31, 1992, 1993 and 1994 to
those persons who, as of December 31, 1994, were the Named Executive Officers.

<TABLE>
<CAPTION>
LONG TERM COMPENSATION AWARDS(1)
------------------------------------------------
ANNUAL COMPENSATION SECURITIES
----------------------------------------- RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTIONS/ LTIP COMPENSATION
POSITION YEAR SALARY BONUS COMPENSATION AWARDS SARS PAYOUTS (2)
- ----------------------- ----- -------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Doctor R. Crants....... 1994 $275,000 $155,375 58,429(3) 0 0 0 7,350
Chairman and Chief 1993 275,000 100,000 0 0 15,000 0 8,433
Executive Officer 1992 275,000 0 0 0 0 0 8,139
Thomas W. Beasley...... 1994 175,000 15,313 0 0 0 0 4,100
Chairman Emeritus 1993 175,000 0 0 0 15,000 0 5,850
1992 150,000 0 0 0 0 0 6,780
T. Don Hutto........... 1994 101,388 7,669 0 0 0 0 2,815
Vice Chairman, Senior 1993 97,850 0 0 0 15,000 0 1,016
Managing Director 1992 95,000 0 0 0 0 0 950
David Myers............ 1994 113,223 9,375 0 0 0 0 3,651
President 1993 92,000 0 0 0 10,000 0 3,535
1992 88,256 0 0 0 3,500 0 3,352
Darrell K. 1994 105,863 8,250 0 0 0 0 3,662
Massengale........... 1993 92,338 0 0 0 8,000 0 3,658
Vice President, 1992 80,375 0 0 0 3,500 0 2,697
Finance and Chief
Financial Officer
</TABLE>

- ---------------

(1) The Company does not currently maintain a formal "Long Term Incentive Plan."
There were no shares of restricted stock held by any of the Named Executive
Officers on December 31, 1994.
(2) Amounts represent dollar value of shares contributed to the Company's
Employee Stock Ownership Plan as calculated on December 31 of each year.
(3) This amount reflects a gross-up for tax reimbursement.

OPTION GRANTS IN LAST FISCAL YEAR

No options were granted to the Named Executive Officers in 1994.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES

Set forth below is information with respect to exercises of options by the
Named Executive Officers during 1994 pursuant to the Company's stock option
plans and information with respect to unexercised options held by the Named
Executive Officers as of December 31, 1994.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED
SHARES HELD AT IN-THE-MONEY OPTIONS
ACQUIRED DECEMBER 31, 1994 AT DECEMBER 31, 1994(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Crants................... -0- $ -0- 195,000 -0- $ 1,897,500 $ -0-
Mr. Beasley.................. -0- $ -0- 75,000 -0- $ 739,810 $ -0-
Mr. Hutto.................... -0- $ -0- 135,000 -0- $ 1,255,000 $ -0-
Mr. Myers.................... 10,500 $109,604 36,100 -0- $ 308,113 $ -0-
Mr. Massengale............... -0- $ -0- 24,800 -0- $ 220,962 $ -0-
</TABLE>

- ---------------

(1) Value is calculated as the difference between the closing market price of a
share of Common Stock on December 30, 1994 ($16.13 per share) and the
exercise price of the options. No value is reported if the exercise price
of the options exceeded the market price of a share of Common Stock on
December 30, 1994.

13
<PAGE> 16

The Company has not awarded stock appreciation rights to any employee and
has no long term incentive plans, as that term is defined in SEC regulations.
The Company has various stock option plans (the "Stock Option Plans"), an
Incentive Compensation Plan (the "Incentive Compensation Plan"), and an employee
stock ownership plan (the "ESOP"). The Company presently has no defined benefit
or actuarial plans covering any employees of the Company.

BOARD COMMITTEES, ATTENDANCE, AND COMPENSATION OF DIRECTORS

COMMITTEES

The members of the Audit Committee are designated annually by the Board of
Directors. The Audit Committee currently consists of Messrs. Andrews, Fulton and
Bartholomew with Mr. Bartholomew serving as Chairman. The Audit Committee
reviews the financial affairs and controls of the Company, recommends each year
to the Board of Directors the Company's independent auditors to audit the annual
financial statements of the Company, reviews the scope of the audit plan,
discusses with the Company's auditors the results of the Company's annual audit
and any related matters, and reviews any transactions posing a potential
conflict of interest among the Company and its directors, officers, and
affiliates.

The Board of Directors established a Compensation Committee in 1988, which
currently consists of Messrs. Andrews, Bartholomew and Fulton with Mr. Andrews
serving as Chairman. Responsibilities of the Compensation Committee include
approval of remuneration arrangements for executive officers of the Company,
review of compensation plans relating to executive officers and directors,
including grants of stock-based incentives and cash bonuses and general review
of the Company's employee compensation policies. The Compensation Committee also
serves as the plan administrator and Trustee for the Company's Employee Stock
Ownership Plan.

The Company has not established a Nominating Committee.

MEETINGS

During 1994, the Board of Directors of the Company held four regularly
scheduled meetings and one special meeting. All nominees attended all meetings
of the Board of Directors except that Mr. Beasley was absent from two meetings.

During 1994, the Audit Committee held two meetings and the Compensation
Committee held three meetings. All nominees attended all meetings of the
committees of which such nominees were members.

COMPENSATION OF DIRECTORS

Each director who is also an officer of the Company receives no additional
compensation for service on the Board or any committee of the Board. Directors
who are not also officers of the Company receive $1,000 plus expenses for each
meeting of the Board they attend. Members of the Audit and Compensation
Committees receive $500 plus expenses for each committee meeting they attend and
the Chairman of each committee receives an additional $250 plus expenses for
each committee meeting he chairs. In addition, each non-employee director
participates in the Non-Employee Directors' Stock Option Plan, which was
approved by the Board on November 6, 1992 and by the stockholders of the Company
at the 1993 Annual Meeting.

EMPLOYMENT AGREEMENTS

The Company currently has an employment agreement with Mr. Crants which
expires on September 28, 1997. The agreement currently provides for an annual
base salary of $275,000. The base salary is subject to increase at the
discretion of the Compensation Committee. The agreement also provides for bonus
compensation based on Mr. Crants' performance which may be awarded at the
discretion of the Compensation Committee. The agreement also provides that if
Mr. Crants' employment is terminated for certain specified reasons, he will
receive a salary equal to one-half of the amount of his salary at the time he is
terminated through the remaining term of the agreement.

14
<PAGE> 17

Additionally, the Company entered into an employment agreement with Mr.
Hutto dated as of August 1, 1988 and subsequently amended. The agreement, as
amended, expires on March 31, 1995, and was renewed for an additional term of
one year. The Company currently pays Mr. Hutto an annual salary of $106,000
pursuant to the agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Currently, the Board's Compensation Committee is composed of Messrs.
Andrews, Fulton and Bartholomew. Currently, the Board's Audit Committee is
composed of Messrs. Andrews, Fulton and Bartholomew. None of these persons has
at any time been an officer or employee of the Company or any of its
subsidiaries. Stokes & Bartholomew, P.A., of which Mr. Bartholomew is a partner,
provided legal services to the Company in 1994, and it is anticipated that
Stokes & Bartholomew, P.A. will provide legal services to the Company in 1995.
The Fulton Group, Inc., of which Mr. Fulton is President, provided consulting
services to the Company in 1994, and it is anticipated that The Fulton Group,
Inc. will provide consulting services to the Company in 1995.

COMPENSATION COMMITTEE REPORT

INTRODUCTION

The Compensation Committee of the Board of Directors is responsible for all
decisions regarding compensation for the Company's executive officers. The
Compensation Committee is composed of three non-employee directors. Because the
Compensation Committee believes that each executive officer has the potential to
effect the short-term and long-term profitability of the Company, the Committee
places considerable importance on the task of creating and implementing the
Company's executive compensation program.

The Company's executive compensation program is focused on stockholder
value, the overall performance of the Company, success of the Company as
impacted by the executive's performance and the performance of the individual
executive.

COMPENSATION POLICY

The objectives of the Compensation Committee's executive compensation
policy are to provide competitive levels of compensation that are integrated
with the Company's annual long-term performance goals, reward above-average
corporate performance, recognize individual initiative and achievements and
assist the Company in attracting and retaining qualified executives. In 1994,
the Company's executive compensation was reviewed by the Committee relative to
peer group executive compensation. Because the Company's compensation plan
involves incentives contingent upon the Company's performance and individual
performance, an executive officer's actual compensation level in any particular
year may be above or below that of an officer of a competitor of the Company.

Periodically the Committee engages the independent consulting firm of
Arthur Andersen & Company to conduct a thorough review of the Company's
compensation practices to assist management and the Compensation Committee in
evaluating the amount of compensation earned by the Company's executive officers
and the structure of the Company's compensation plans. Relevant industry and
other data are compared to the current and planned compensation of the Company's
executive officers and directors. In general, the individual officers are
assessed against the mid-point of a composite summary. The study examines the
Company's performance relative to certain of the companies in the index of peer
companies which are used in the performance graph on page 18 (the "Peer Group").
The Peer Group includes those companies in the security business who are direct
competitors of the Company and other regional service organizations with annual
revenues and capitalizations within a reasonable range of the Company's.

The three main components of the executive compensation program are base
salary, cash bonuses and stock-based incentive plans. Each component is intended
to serve the overall compensation philosophy of the Company.

15
<PAGE> 18

BASE SALARY

In the first quarter of each fiscal year, the Compensation Committee, along
with the CEO of the Company, review and approve, with any modifications it deems
appropriate, an annual salary plan for the Company's executive officers. This
salary plan is developed by the Company's CEO with the aid of the Company's
president. Many subjective factors are included in determining base salaries
such as the responsibilities born by the executive officer, the scope of the
position, length of service with the Company, corporate and individual
performance, and the salaries paid by companies in the Peer Group to officers in
similar positions. While these subjective factors are then integrated with other
objective factors, including net income, earnings per share, return on equity
and growth of the Company, the overall assessment is primarily a subjective one.
The Committee is of the view that the current base salaries of executive
officers of the Company as a whole are on the conservative side of a market
range but vary appropriately on an individual basis.

CASH INCENTIVE PLAN

Another component of the executive compensation package is the cash bonus
paid pursuant to the Company's Incentive Compensation Plan (the "Incentive
Plan") adopted by the Compensation Committee on November 1, 1991. The Incentive
Plan is designed so that the executive officers of the Company receive a cash
bonus in the event the Company meets an annual performance target. This means
that a significant part of the compensation package is at risk. Participation in
the Incentive Plan is limited to a select group of management who have a
material impact on Company performance. The participants are selected by the
Compensation Committee and include the executive officers and the wardens.

Short-term performance is emphasized through the Incentive Plan as the
payouts thereunder are a direct function of the growth in the Company's
fully-diluted earnings per share ("EPS") during the most recent fiscal year.
Awards earned under the Incentive Plan are contingent upon employment with the
Company through the end of the year except for payments made in the event of
death, retirement, disability or a change in control. The Compensation Committee
annually establishes a minimum target for EPS and the level of attainment of
such goal results in varying payouts. Only one quarterly earnings target was met
during 1994. Accordingly, only 25% of the annual bonus amount was earned and
accrued.

STOCK INCENTIVE PLANS

To date, the Company has relied primarily upon stock option awards to
provide long-term incentives for executives. The Compensation Committee
continues to believe that stock options have been and remain an excellent
vehicle for providing financial incentives for management. The Company's
existing stock option plans and the proposed 1995 Employee Stock Incentive Plan
(collectively, the "Stock Incentive Plans") authorize the issuance of both
incentive and non-qualified stock options to officers, key employees and wardens
of the Company. The members of the Compensation Committee participate in the
Company's Non-Employee Director Stock Option Plan which is administered by the
Board of Directors and no member of the Compensation Committee is eligible for
the grant of an option under any other stock option plan. Subject to general
limits prescribed by the Stock Incentive Plans, the Compensation Committee has
the authority to determine the individuals to whom stock options are awarded and
the terms of the options and the number of shares subject to each option. The
size of any particular stock option award is based upon position and the
individual performance during the related evaluation period. Because the option
exercise price for the employee is the price of stock on the date of grant and
the options generally carry a ten year life, employees benefit only if the value
of the Company's Common Stock increases. Thus, employees with stock options are
rewarded for their efforts to improve long-term stock market performance. In
this way, the financial interests of management are aligned with those of the
Company's stockholders. The Committee has determined that in addition to stock
options, the Company should have the flexibility to issue other stock-based
incentives as are included in the Company's 1995 Employee Stock Incentive Plan
described earlier herein.

Executive officers of the Company may also participate in the Company's
Amended and Restated Employee Stock Ownership Plan (the "ESOP"). Executive
officers participate in the ESOP on the same

16
<PAGE> 19

terms as non-executive employees who meet the applicable eligibility criteria,
subject to any legal limitations on the amounts that may be contributed or the
benefits that may be payable under the ESOP. The Company makes contributions to
the ESOP on behalf of the employees and also matches employee contributions up
to certain levels. Benefits which become 40% vested over four years of service
and 100% vested over five years of service are paid on death, retirement or
termination. All contributions to the ESOP are made or invested in the Company's
Common Stock. These features tend to align further the employees' and
stockholders' long-term financial interests.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Compensation Committee's basis for compensation of the CEO is derived
from the same considerations addressed above. Mr. Crants participates in the
same executive compensation plans available to the other executive officers.
From 1991 through 1994, Mr. Crants' salary has remained constant while the
Company's performance has improved significantly. In light of the improved
Company performance, the Compensation Committee approved an additional cash
bonus award to Mr. Crants in the form of the forgiveness of $100,000 of Mr.
Crants' outstanding line of credit with the Company. Mr. Crants received the
same bonus in 1993. This cash bonus for 1994 reflects the Compensation
Committee's continued recognition of Mr. Crants' contribution to the successful
operation of the Company as evidenced by the earnings growth of the Company's
Common Stock and the increase in the return on and value of stockholder equity.
In addition to leading the Company through its most financially successful year,
Mr. Crants strengthened the Company's market position by entering into the
strategic alliance with Sodexho. The Company's overall business was also greatly
improved with the award of major contracts and the acquisition of TransCor. The
Committee believes that Mr. Crants continues to strengthen the confidence and
dedication of employees and to position the Company to share in the future
growth of our industry.

FEDERAL INCOME TAX DEDUCTIBILITY LIMITATIONS

The Committee believes it is appropriate to take into account the
$1,000,000 limit on the deductibility of executive compensation for federal
income tax purposes enacted as part of the 1993 Omnibus Budget Reconciliation
Act ("OBRA") and to seek to qualify the Company's long-term compensation awards
as performance-based compensation excluded from the $1,000,000 limit. Because
compensation under the Company's stock incentive plans is currently excluded
from the $1,000,000 limit under the transition rules contained in the proposed
Treasury regulations under OBRA and none of the Company's executive officers has
received other compensation that could potentially exceed the applicable limits
under OBRA, the Company has not yet taken any action to qualify its stock
incentive plans as performance-based compensation.

SUMMARY

The Committee believes that this mix of base salaries, variable cash
incentives and the potential for equity ownership in the Company represents a
balance that will motivate the management team to continue to produce strong
returns. The Committee further believes this program strikes an appropriate
balance between the interests and needs of the Company in operating its business
and appropriate rewards based on stockholder value.

Submitted by the Compensation Committee of the Company's Board of
Directors.

William F. Andrews, Chairman
Samuel W. Bartholomew, Jr., Member
Richard H. Fulton, Member

17
<PAGE> 20

STOCKHOLDER RETURN PERFORMANCE GRAPH

The SEC requires that the Company include in this Proxy Statement a
line-graph comparing cumulative stockholder returns as of December 31 for each
of the last five years among the Common Stock, a broad market index and either a
nationally-recognized industry standard or an index of peer companies selected
by the Company, assuming in each case the reinvestment of dividends. Consistent
with past practice, the Board of Directors has selected the CRSP Composite Index
for NASDAQ stock market as the relevant broad market index and a peer group (the
"Peer Group") which consists of 14 companies that are either direct competitors
of the Company or other regional service organizations with similar market
capitalization to the Company.1 The Peer Group comparison is included as it was
used by the Compensation Committee in conducting its executive compensation
evaluation as set forth in the Compensation Committee Report included herein,
and the Board of Directors believes that such companies generally possess
assets, liabilities and operations more similar to those of the Company than
other publicly-available indices.

The following line graph is a comparison of the yearly percentage change in
the cumulative total stockholder return on the Company Common Stock with the
cumulative total return of the Standard & Poor's 500 Composite Index, the Peer
Group Index(1:2 )and the CRSP Index for NASDAQ Stock Market (US and Foreign)
index2 for the period of five years commencing December 31, 1989 and ending
December 31, 1994.

<TABLE>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
Corrections Corp. $100.00 $55.93 $ 45.76 $ 48.03 $ 62.87 $112.65
Peer Group* $100.00 $77.56 $150.83 $166.24 $128.42 $141.53
S & P 500 COMP-LTD $100.00 $96.89 $126.28 $135.88 $149.52 $151.55
CRSP NASDAQ COMPOSITE INDEX $100.00 $85.02 $135.71 $157.36 $181.15 $175.25
</TABLE>

* The Peer Group includes BEI Holding, Ltd., Brock Candy Co., Chattem Inc.,
Command Security Corporation, Hospital Staffing Services, Inc., Institutform
Technology, Inc., Modalliance Inc.**, Nichols Research Corporation, Phycor,
Inc., Pinkerton's, Inc., Profits, Inc., REN Corp-USA, Republic Automotive
Parts, Inc., and Wackenhut Corp.
** Medalliance was formerly know as Imageamerica, Inc.
*** Data was not available for BEI Holdings Inc. and Brock Candy Co. Command
Security Corp. enters in 1991, Medalliance enters the group in 1993, Phycor
enters in 1993 and Pinkertons enters in 1991.

- ---------------

1 The Company's Peer Group consists of the following companies: BEI Holding,
Ltd., Brock Candy Company, Chattem, Inc., Command Security Corporation,
Hospital Staffing Services, Inc., Insituform Technology, Inc., Medalliance,
Inc.*, Nichols Research Corporation, Phycor, Inc., Pinkertons Inc., Profitts,
Inc., Ren Corporation-USA, Republic Automotive Parts, Inc. and Wackenhut Corp.
*Medalliance, Inc. was formerly Imageamerica, Inc.

2 As prepared by Arthur Andersen LLP

18
<PAGE> 21

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November 30, 1990, the Compensation Committee recommended to the Board
of Directors that in lieu of a bonus or increased compensation to reward Mr.
Crants for his services as President, Chief Executive Officer, and a director of
the Company that Mr. Crants be granted a line of credit from the Company in an
amount equal to his then current salary ($275,000) (the "Line of Credit"). The
Line of Credit bears interest at a rate corresponding to the Company's borrowing
rate during the period in which it is outstanding. It provides that Mr. Crants
may borrow and repay sums under the Line of Credit from time to time. The Line
of Credit was unanimously approved by the Board of Directors on November 30,
1990, with Mr. Crants abstaining. On January 16, 1991, Mr. Crants executed a
promissory note in accordance with the terms proposed by the Compensation
Committee and received the sum of $275,000 from the Company. On November 6,
1992, the Line of Credit was increased to $300,000 and amended to provide that
the principal balance of the Line of Credit would be repaid by Mr. Crants in
three (3) annual installments of $100,000 on each of December 31, 1993, December
31, 1994 and December 31, 1995. The Line of Credit was due and payable in full
in the event Mr. Crants voluntarily leaves the employment of the Company. The
obligation of Mr. Crants to repay this indebtedness will be waived in its
entirety in the event Mr. Crants should die while in the employment of the
Company. In consideration of Mr. Crants' performance in 1993 and 1994, the
Compensation Committee approved a bonus award to Mr. Crants in the form of the
forgiveness of $100,000 of Mr. Crants' outstanding line of credit in each year.
In 1993 and 1994, the Compensation Committee awarded Mr. Crants a bonus in the
form of forgiveness of accrued interest on the outstanding amount of the line of
credit plus a gross-up of taxes attributable to the forgiveness of the
indebtedness and accrued interest. In February 1995, Mr. Crants paid the
outstanding amount due under the line of credit. As of the date of this Proxy
Statement, the outstanding principal balance under Mr. Crants' Line of Credit is
zero.

On April 4, 1994, the Company's ESOP purchased 50,000 shares of the Common
Stock held by Mr. Beasley at an aggregate purchase price of $725,000. The
purchase price per share was $14.50 which represents the closing bid price for
the Common Stock on March 31, 1994. The shares will be held, allocated, and
distributed in accordance with the terms of the ESOP.

On June 23, 1994, the Company entered into an International Joint Venture
Agreement (the "Joint Venture Agreement") with Sodexho, S.A., a French
conglomerate which, in addition to other businesses, provides contract
management services ("Sodexho"). Simultaneously with the execution of the Joint
Venture Agreement, Sodexho purchased a significant equity stake in the Company
as described in the Beneficial Ownership Table included herein. In consideration
of the placement by Sodexho of the securities, the execution by Sodexho of the
Joint Venture Agreement, and the provision by Sodexho of certain consulting
services to the Company, the Company entered into an International Fee Agreement
(the "Fee Agreement") with Sodexho. Pursuant to the Fee Agreement the Company
will pay Sodexho a total of $3,960,000 over a four-year period, in sixteen
quarterly installments of $247,500 each.

Stokes & Bartholomew, P.A., of which Mr. Bartholomew is a partner, provided
legal services to the Company in 1994, and it is anticipated that Stokes &
Bartholomew, P.A. will provide legal services to the Company in 1995. The fees
paid in 1994 by the Company in connection with such legal services exceeded
$60,000.

19
<PAGE> 22

AUDITORS

The firm of Arthur Andersen LLP has served as the Company's independent
public accountants since August, 1991 and has been selected to serve in such
capacity for the fiscal year ended December 31, 1995. A representative of Arthur
Andersen LLP is expected to attend the Annual Meeting to respond to questions
from stockholders and to make a statement if he so desires.

STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING

Stockholders of the Company wishing to submit a proposal for action at the
Company's 1996 annual meeting of stockholders and to have the proposal included
in the Company's proxy materials relating to that meeting, must deliver their
proposals to the Company at its principal offices not later than December 1,
1995. Additional legal requirements apply to any inclusion of stockholder
proposals in proxy materials of the Company.

ANNUAL REPORTS

The Company's 1994 Annual Report to stockholders is being mailed to the
Company's stockholders with this Proxy Statement. The Annual Report is not part
of the proxy soliciting material.

OTHER MATTERS

The management of the Company knows of no other matters to be presented and
acted upon at the Annual Meeting other than those set forth in the accompanying
notice. However, if any other matters requiring a vote of the stockholders
should properly come before the Annual Meeting or any adjournment thereof, each
proxy will be voted with respect thereto in accordance with the best judgment of
the proxy holder.

By Order of the Board of Directors,

Darrell K. Massengale
---------------------
Darrell K. Massengale
Secretary

April 14, 1995
Nashville, Tennessee

YOUR COOPERATION IN GIVING THESE MATTERS YOUR IMMEDIATE ATTENTION
AND IN RETURNING YOUR PROXY PROMPTLY IS APPRECIATED.

20
<PAGE> 23
APPENDIX A

CORRECTIONS CORPORATION OF AMERICA
PROXY
ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(PLEASE SIGN AND RETURN IN THE ENCLOSED ENVELOPE.)

The undersigned stockholder(s) of Corrections Corporation of America (the
"Company") hereby acknowledge(s) receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, dated April 14, 1995, and hereby appoint(s)
Doctor R. Crants and Darrell K. Massengale, and each of them, proxies of the
undersigned, each with full power of substitution and revocation, and
authorize(s) them, or either of them, to vote the number of shares which the
undersigned would be entitled to cast if personally present at the Annual
Meeting of Stockholders of the Company to be held on May 26, 1995, at 10:00
a.m., Central Standard Time, at Vanderbilt Plaza, 2100 West End Avenue,
Nashville, Tennessee, and any adjournment(s) thereof.

The Board of Directors recommends a vote "FOR" all of the following
proposals:

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS:
/ / FOR all nominees named / /WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary) nominees named
</TABLE>

Names of Nominees:
Thomas W. Beasley, Doctor R. Crants, T. Don Hutto
William F. Andrews, Richard H. Fulton, Samuel W. Bartholomew, Jr., Jean-Pierre
Cuny

(INSTRUCTION: To withhold authority to vote for one or more individual nominees,
write the name of such nominee(s) on the following lines.)

- --------------------------------------------------------------------------------

(Continued on reverse side)

2. Approval of amendment to the Company's Certificate of Incorporation to
increase the Company's authorized Common Stock.

/ /FOR / /AGAINST / /ABSTAIN

3. Approval of the Corrections Corporation of America 1995 Employee Stock
Incentive Plan.

/ /FOR / /AGAINST / /ABSTAIN

4. With discretionary authority on any other matter which properly comes before
the meeting.

/ /GRANT AUTHORITY / /WITHHOLD AUTHORITY

PLEASE FULLY COMPLETE, DATE, PROPERLY SIGN, AND RETURN THIS PROXY PROMPTLY.
This Proxy, when properly executed, will be voted in accordance with the
directions given by the undersigned stockholder(s). If no direction is made, it
will be voted in favor of each nominee and each of the proposals.
Date:
Typed or Printed Name(s)

----------------------------
Signature(s)

NOTE: Please date and sign
exactly as your name appears
on your stock certificate. If
more than one owner or joint
tenancy, each must sign
personally. When signing as
attorney, executor,
administrator, trustee,
guardian, etc., give full
title as such. The proxy shall
be deemed a grant of authority
to vote.