<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Corrections Corporation of America
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
220256101
-------------------------
(CUSIP Number)
<TABLE>
<S> <C> <C>
Bernard Carton Copy to: Howard K. Fuguet, Esq.
Sodexho S.A. Ropes & Gray
3 avenue Newton One International Place
78180 Montigny-le-Bretonneux Boston, MA 02110
France (617) 951-7292
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 29, 1995
-------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with the statement. / / (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 11 Pages
<PAGE> 2
<TABLE>
SCHEDULE 13D
CUSIP No. 220256101 Page 2 of 11 Pages
- ------------------------------------------------------------------------------------------
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sodexho S.A.
04-220-4498
- ------------------------------------------------------------------------------------------
(a) / /
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) / X /
- ------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
2,560,985
NUMBER OF -----------------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -----
OWNED BY -----------------------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 2,560,985
PERSON -----------------------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-----
- ------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,560,985
- ------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.57%
- ------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 3
Corrections Corporation of America
----------------------------------
SCHEDULE 13D
------------
Amendment No. 3
Reference is made to the statement on Schedule 13D originally filed
with the Securities and Exchange Commission on July 1, 1994 and amended by
Amendment No. 1 filed on October 19, 1994 (the "Schedule 13D") and Amendment
No. 2 filed on November 3, 1994. The Schedule 13D is hereby amended on behalf
of the undersigned to read in its entirety as follows:
Item 1. Security and Issuer.
--------------------
This statement relates to the Common Stock, $1.00 par value
(the "Common Stock"), of Corrections Corporation of America, a
Delaware corporation (the "Issuer"), which has its principal
executive offices at 102 Woodmont Blvd., Nashville, Tennessee
37205.
Item 2. Identity and Background.
------------------------
This statement is filed by Sodexho S.A. ("Sodexho"), a French
corporation. The principal executive offices of Sodexho are
located at 3 avenue Newton, 78180 Montigny-le-Bretonneux, FRANCE.
Sodexho, directly and through subsidiaries and affiliates, in
46 countries provides contract food and management services, remote
site management services and leisure services, and also engages in
the issuance of service vouchers.
Information relating to the directors and executive officers
of Sodexho is contained in Exhibit A attached hereto and
incorporated herein by reference.
During the last five years, neither Sodexho nor, to the best
of Sodexho's knowledge or belief, any of the persons listed in
Exhibit A has, during the past five years, (1) been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
--------------------------------------------------
The amount of the funds used in purchasing the Securities (as
defined below) reported as beneficially owned in Item 5 hereof was
approximately $17,500,000.00. Sodexho obtained the funds for these
transactions from its general corporate funds.
Page 3 of 11 Pages
<PAGE> 4
Item 4. Purpose of Transaction.
-----------------------
Sodexho purchased the Securities for investment purposes and
as part of the formation of a worldwide alliance between Sodexho
and the Issuer to pursue opportunities in the privatized
correctional facilities management services market worldwide,
excluding the United States and certain other countries. To
achieve this alliance and to strengthen Sodexho's commitment to the
Issuer, the parties have entered into an International Joint
Venture Agreement dated as of June 23, 1994 (the "JV Agreement"),
and Sodexho has acquired certain securities of the Issuer.
Under the JV Agreement, the parties agree to work together and
cooperate in good faith to promote and undertake the prison
management business worldwide (excluding the United States and
certain other countries), through the formation of entities created
on a project basis country by country. The JV Agreement defines
each party's rights, duties and obligations with respect to the
formation of these entities. As consideration for Sodexho's
purchase of the securities described above and its provision of
services under the JV Agreement, Sodexho and the Issuer entered
into an International Fee Agreement which entitles Sodexho to
$3,960,000 payable in equal quarterly installments over four years
of $247,500 beginning March 31, 1995.
Pursuant to a Securities Purchase Agreement dated June 23,
1994 among Sodexho and the Issuer, Sodexho acquired 700,000 shares
of the Issuer's Common Stock (the "Shares") and purchased an 8.5%
convertible subordinated note in the aggregate principal amount of
$7,000,000, which is convertible into 488,485 shares of Common
Stock at $14.33 per share at any time beginning June 23, 1994 and
ending November 7, 1999 (the "8.5% Note"), and the Issuer granted
Sodexho warrants to purchase 1,100,000 shares of Common Stock at
$15.80 per share, which is exercisable at any time beginning June
23, 1994 and ending December 31, 1998 (the "Warrant"). The Issuer
also granted to Sodexho the right to purchase (x) an additional
300,000 shares of Common Stock prior to October 15, 1994 at $15.00
per share (the "Additional Shares") and (y) 8.75% convertible
subordinated notes in the aggregate principal amount of $20,000,000
which are exercisable at any time from January 1, 1995 to December
31, 1997 (the "8.75% Notes") (collectively, the Shares, the 8.5%
Note, the Additional Shares, the 8.75% Notes and the Warrant, the
"Securities"). Subject to earlier termination as provided in the
Securities Purchase Agreement, until five years from June 23, 1994
(the "Standstill Period"), Sodexho agreed that it will not, and
will not permit any of its affiliates to, (i) acquire voting stock
of the Issuer that would cause Sodexho or its affiliates to own or
have the right to acquire (within the meaning of Section 13(d) of
the Exchange Act) more than 25% of the Common Stock on a Fully-
Diluted Basis (as defined thereon) or more than 30% of the Common
Stock on a Fully-Diluted Basis including securities acquired
Page 4 of 11 Pages
<PAGE> 5
pursuant to the Stockholders Agreement; (ii) solicit proxies with
respect to Voting Securities or Contingent Voting Securities under
any circumstances (as those terms are defined therein), or become
a "participant" in any "election contest" relating to the election
of directors (as those terms are defined in Rule 14a-11 of
Regulation 14a of the Exchange Act); (iii) make an offer for the
acquisition of substantially all of the assets or capital stock of
the Issuer or induce or assist any other person to make such an
offer; or (iv) form a "group" within the meaning of Section
13(d)(3) of the Exchange Act with respect to Voting Securities or
Contingent Voting Securities (as those terms are defined therein)
with certain exceptions.
On October 15, 1994, the right to purchase the Additional Shares
expired unexercised.
In July, 1995, Sodexho and the Issuer entered into Amendment No. 1
to the Securities Purchase Agreement, which amended the terms of the
8.75% Notes. The Amendment fixed the conversion price of the 8.75% Notes
at $27.30 per share. The Amendment also modified the exercise schedule of
the 8.75% Notes, such that beginning September 30, 1995 and ending
December 31, 1997, Sodexho will have the right to purchase one half of the
8.75% Notes, and beginning February 15, 1996 and ending December 31, 1997,
Sodexho will have the right to purchase the other half of the 8.75% Notes.
In addition, the Amendment changed the rate of the 8.75% Notes from a
fixed-rate to a floating-rate of 1.35% over LIBOR, to be recalculated
every six months.
Sodexho presently intends to purchase additional shares of
Common Stock solely for purposes of investment and to maintain its
ownership of at least 20% of the outstanding Common Stock, although
the extent and timing of these purchases will be subject to the
price and availability of such shares, subsequent developments
affecting the Issuer, the Issuer's business and prospects, other
opportunities available to Sodexho, general stock market and
economic conditions and other factors Sodexho deems relevant. In
addition, Sodexho may decide to sell shares of the Common Stock
depending upon its continuing review of its investment in shares
of the Common Stock and other factors, including those mentioned
above. On June 29, 1995, Sodexho purchased 272,500 shares of Common
Stock in a privately negotiated transaction.
Under a Stockholders Agreement dated as of June 23, 1994 among
the Issuer, Sodexho, and certain stockholders of the Issuer,
Sodexho has agreed, at its option, to (1) vote its shares of Common
Stock in proportion to the votes of the public shareholders of the
Issuer (excluding other directors, management and Affiliates (as
defined therein) of the Issuer, or (2) vote in accordance with the
recommendation of a majority of the Continuing Directors (as
defined therein) with respect to (i) an election of directors and
(ii) any merger or acquisition or recapitalization or other
"business combination" transaction opposed by a majority of the
Continuing Directors. Sodexho may vote in its discretion on all
other matters. Sodexho also agrees that neither it nor any of its
affiliates shall deposit any Voting Securities (as defined therein)
in a voting trust or subject any Voting Securities to any
arrangement or agreement with respect to the voting of such Voting
Securities. The agreements with respect to voting between the
Issuer and Sodexho extend until the end of the Standstill Period
(as defined in the Securities Purchase Agreement and as described
above). So long as it holds more than 5% of the Common Stock or
the combined voting power of the Issuer's capital stock, Sodexho
is entitled to designate one nominee for election to the Issuer's
Board of Directors at each annual meeting, who shall be recommended
for election by the Issuer. The Stockholders Agreement requires
Page 5 of 11 Pages
<PAGE> 6
the Issuer to use its best efforts to have Sodexho's nominee
elected. The Stockholders Agreement provides Sodexho and the
Issuer a right of first refusal on the disposition of certain
securities of the Issuer by certain stockholders of the Issuer and
Sodexho, respectively. The Issuer also grants to Sodexho
participation rights in future issuances of certain securities by
the Issuer to protect Sodexho from dilution of its position and to
enable Sodexho to maintain its 20% ownership percentage, which
participation rights increase to 50% in the event of certain below
market issuances of securities by the Issuer. Sodexho's rights and
obligations under the Stockholders Agreement terminate at such time
when Sodexho holds less than 400,000 shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a), (b). Sodexho is the beneficial owner of 2,560,985 shares
of Common Stock (approximately 15.57% of the shares of Common Stock
of the Issuer.)
(c). Sodexho is the beneficial owner of all of the shares of
Common Stock to which this Statement relates held in its name, and
has sole power to vote and dispose of all such shares.
To the best of Sodexho's knowledge and belief, none of the
officers or directors of Sodexho beneficially owns any shares of
Common Stock.
Except for the transactions described in this Item 5(c),
Sodexho has not engaged in any transactions in the Common Stock of
the Issuer during the 60-day period ended July 6, 1995. To the
best of Sodexho's knowledge and belief, none of the directors or
executive officers of Sodexho has engaged in any transactions in
the Common Stock during the 60-day period ended July 5, 1995.
(d). No person other than Sodexho has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of the shares of Common Stock beneficially
owned by Sodexho.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
--------------------------------------------------------
Pursuant the JV Agreement, Sodexho and the Issuer formed a
worldwide alliance for the design, construction, financing and
"full management" of correctional facilities. Under the JV
Agreement, the parties agree to work together and cooperate in good
faith to promote and undertake the prison management business
worldwide (excluding the United States and certain other
countries), through the formation of entities created on a project
basis country by country. The JV Agreement serves to define each
Page 6 of 11 Pages
<PAGE> 7
party's rights, duties and obligations with respect to the future
formation of these entities. The purposes of the JV Agreement are
to be carried out by a strategic JV Committee, composed of three
Sodexho-appointed members and three Issuer - appointed members.
In general, the Issuer will be managing joint venturer of projects
in the English-speaking countries, and Sodexho will be managing
joint venturer of projects in the non-English speaking countries.
As consideration of Sodexho's purchase of the Securities
described in Item 4 and its provision of services under the JV
Agreement, Sodexho and the Issuer have entered into an
International Fee Agreement under which Sodexho is entitled to
$3,960,000 in equal quarterly installments for four years of
$247,500 beginning March 31, 1995.
Under the Securities Purchase Agreement, Sodexho purchased
the Shares, the 8.5% Note and the Warrant and the Issuer granted
to Sodexho the right to purchase the Additional Shares (which
expired unexercised on October 15, 1994) and the 8.75% Notes. The
8.5% Note is convertible into 488,485 shares of Common Stock at any
time on or before November 7, 1999 at $14.33 per share. The 8.75%
Notes, when and if purchased by Sodexho, mature five years from the
date of purchase and are convertible into shares of Common Stock
at any time on or before maturity at a conversion price of the
greater of (x) 20% over the closing price of the Issuer's Common
Stock on the day preceding the date Sodexho delivers a notice of
purchase of the 8.75% Notes and (y) $18.00 per share.
Subject to earlier termination as provided in the Securities
Purchase Agreement, until five years from June 23, 1994, Sodexho
agreed that it will not, and will not permit any of its affiliates
to, (i) acquire voting stock of the Issuer that would cause Sodexho
or its affiliates to own or have the right to acquire (within the
meaning of Section 13(d) of the Exchange Act) more than 25% of the
Common Stock on a Fully-Diluted Basis (as defined therein) or more
than 30% of the Common Stock on a Fully-Diluted Basis including
securities acquired pursuant to the Stockholders Agreement; (ii)
solicit proxies with respect to Voting Securities or Contingent
Voting Securities under any circumstances (as those terms are
defined therein), or become a "participant" in any "election
contest" relating to the election of directors (as those terms are
defined in Rule 14a-11 of Regulation 14a of the Exchange Act);
(iii) make an offer for the acquisition of substantially all of the
assets or capital stock of the Issuer or induce or assist any other
person to make such an offer; or (iv) form a "group" within the
meaning of Section 13(d)(3) of the Exchange Act with respect to
Voting Securities or Contingent Voting Securities (as those terms
are defined therein) with certain exceptions.
The Issuer also granted the Warrant with an exercise price of
$15.80 per share which expires December 31, 1998.
Page 7 of 11 Pages
<PAGE> 8
Under the Stockholders Agreement, Sodexho has agreed, at its
option, to (1) vote its shares of Common Stock in proportion to the
votes of the public shareholders of the Issuer (excluding other
directors, management and Affiliates of the Issuer), or (2) vote
in accordance with the recommendation of a majority of the
Continuing Directors (as defined therein) with respect to (i) an
election of directors and (ii) any merger or acquisition or
recapitalization or other "business combination" transaction
opposed by a majority of the Continuing Directors. Sodexho may
vote in its discretion on all other matters. Sodexho also agrees
that neither it nor any of its affiliates shall deposit any Voting
Securities (as defined therein) in a voting trust or subject any
Voting Securities to any arrangement or agreement with respect to
the voting of such Voting Securities. The agreements with respect
to voting between the Issuer and Sodexho extend until the end of
the Standstill Period (as defined in the Securities Purchase
Agreement and as described above). So long as it holds more than
5% of the Common Stock or the combined voting power of the Issuer's
capital stock, Sodexho is entitled to designate one nominee for
election to the Issuer's Board of Directors at each annual meeting,
who shall be recommended for election by the Issuer. The
Stockholders Agreement requires the Issuer to use its best efforts
to have Sodexho's nominee elected. The Stockholders Agreement
gives Sodexho and the Issuer a right of first refusal on the
disposition of certain securities of the Issuer by certain
stockholders of the Issuer and Sodexho, respectively. The Issuer
also grants to Sodexho participation rights in future issuances of
certain securities by the Issuer to protect Sodexho from dilution
of its position and to enable it to maintain its 20% ownership
percentage, which participation rights increase to 50% for certain
below market issuances of securities by the Issuer. Sodexho's
rights and obligations under the Stockholders Agreement terminate
at such time when Sodexho holds less than 400,000 shares of Common
Stock.
The parties also have entered into a Registration Rights
Agreement dated as of June 23, 1994, in which the Issuer granted
to Sodexho certain demand and piggy-back registration rights.
The foregoing description of the Securities Purchase
Agreement, the Stockholders Agreement, the JV Agreement, the
International Fee Agreement, the Registration Rights Agreement,
and the Securities is a summary only and is qualified in its
entirety by reference to the exhibits filed with this Schedule 13D.
Page 8 of 11 Pages
<PAGE> 9
<TABLE>
Item 7. Material to be Filed as Exhibits.
---------------------------------
<S> <C>
Exhibit A -- Information concerning Reporting Persons' officers,
directors and other.
Exhibit B -- Securities Purchase Agreement dated as of June 23,
1994.
Exhibit C -- Registration Rights Agreement dated as of June 23,
1994.
Exhibit D -- Stockholders Agreement dated as of June 23, 1994.
Exhibit E -- International Joint Venture Agreement dated as of
June 23, 1994.
Exhibit F -- International Fee Agreement dated as of June 23,
1994.
Exhibit G -- Form of Stock Purchase Warrant.
Exhibit H -- Form of 8.5% Note.
Exhibit I -- Form of 8.75% Notes.
</TABLE>
Page 9 of 11 Pages
<PAGE> 10
Signature
---------
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: July 6, 1995
SODEXHO S.A.
By: /s/Joseph T. Turo, Jr.
-------------------------------------
Name: Joseph T. Turo, Jr.
Title: Attorney-in-fact for
Jean-Pierre Cuny, Senior Vice
President
Page 10 of 11 Pages
<PAGE> 11
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Page Number in
Exhibit sequentially
Number Description numbered copy
------- ----------- --------------
<S> <C> <C>
A Information concerning Reporting 13
Persons' officers, directors and
other.
B Securities Purchase Agreement dated 16
as of June 23, 1994.
C Registration Rights Agreement dated 57
as of June 23, 1994.
D Stockholders Agreement dated as of 77
June 23, 1994.
E International Joint Venture 91
Agreement dated as of June 23, 1994.
F International Fee Agreement dated as 125
of June 23, 1994.
G Form of Stock Purchase Warrant. 131
H Form of 8.5% Note. 144
I Form of 8.75% Notes. 169
</TABLE>
Page 11 of 11 Pages
