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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORRECTIONS CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
DELAWARE 62-1156308
(State of Incorporation) (I.R.S. Employer Identification Number)
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102 WOODMONT BOULEVARD, SUITE 800, NASHVILLE, TENNESSEE 37205
(615) 292-3100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
DARRELL K. MASSENGALE
CHIEF FINANCIAL OFFICER
102 WOODMONT BOULEVARD, SUITE 800, NASHVILLE, TENNESSEE 37205
(615) 292-3100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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COPIES TO:
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<S> <C>
CARTER R. TODD F. MITCHELL WALKER, JR.
ELIZABETH E. MOORE J. PAGE DAVIDSON
STOKES & BARTHOLOMEW, P.A. BASS, BERRY & SIMS PLC
SUNTRUST CENTER FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37219 NASHVILLE, TENNESSEE 37238
(615) 259-1450 (615) 742-6200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-03009
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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Common Stock................................ 402,500 $77.75 $31,294,375 $10,792
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(1) Includes 52,500 shares of Common Stock which the Underwriters have an option
to purchase from the Company to cover over-allotments, if any.
(2) Pursuant to Rule 457(c), the price is estimated solely for the purpose of
calculating the registration fee and is based on the average of the high and
low reported sale prices of the Common Stock on The New York Stock Exchange
on May 29, 1996.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by
Corrections Corporation of America (the "Company") with the Securities and
Exchange Commission (File No. 333-03009) pursuant to the Securities Act of 1933,
as amended, is incorporated by reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Nashville, Tennessee on May 30, 1996.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ DARRYL K. MASSENGALE
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Darryl K. Massengale
Chief Financial Officer, Secretary,
Treasurer and Vice President,
Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
* Chairman of the Board and Chief May 30, 1996
- ------------------------------------------ Executive Officer, Director
Doctor R. Crants (Principal Executive Officer)
/s/ DARRELL K. MASSENGALE Vice President, Finance, Chief May 30, 1996
- ------------------------------------------ Financial Officer, Secretary and
Darrell K. Massengale Treasurer (Principal Financial and
Accounting Officer)
* Chairman Emeritus and Director May 30, 1996
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Thomas W. Beasley
* Director May 30, 1996
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William F. Andrews
* Director May 30, 1996
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Samuel W. Bartholomew, Jr.
* Director May 30, 1996
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Jean-Pierre Cuny
Director
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Joseph F. Johnson
Director
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R. Clayton McWhorter
*By: /s/ DARRELL K. MASSENGALE
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Darrell K. Massengale
Attorney-in-fact
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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1 Form of Underwriting Agreement (incorporated by reference to Exhibit 1 to the
Registration Statement on Form S-3 (Registration No. 333-03009)).
4.1 Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1
to the Registration Statement on Form S-1 (Registration No. 33-8052)).
4.2 Amendment to Certificate of Incorporation dated May 26, 1995 (incorporated by
reference to Exhibit 3(d) to the Company's Annual Report on Form 10-K with respect
to the year ended December 31, 1995).
4.3 Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.2
to the Registration Statement on Form S-8 (Registration No. 33-12503)).
4.4 Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-1 (Registration No. 33-8052)).
5 Opinion of Stokes & Bartholomew, P.A.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (included in opinion filed as Exhibit 5).
24 Power of Attorney (incorporated by reference to Exhibit 24 to the Registration
Statement on Form S-3 (Registration No. 333-03009)).
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Exhibit 5
STOKES & BARTHOLOMEW, P.A.
Attorneys At Law
SunTrust Center
424 Church Street, Suite 2800
Nashville, Tennessee 37219
TELEPHONE (615)259-1450
TELECOPIER (615)259-1470
May 30, 1996
Board of Directors
Corrections Corporation of America
102 Woodmont Boulevard, Suite 800
Nashville, Tennessee 37205
Gentlemen:
We have acted as counsel for Corrections Corporation of America (the
"Company") in connection with the proposed public offering of a maximum of
402,500 shares (which includes an over-allotment option for 52,500 shares) of
its common stock, $1.00 par value (the "Common Stock") in connection with the
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, to which this opinion is filed as
Exhibit 5.
On the basis of such investigation as we deem necessary, we are of the
opinion that the shares of Common Stock, when issued, will be duly authorized
and legally issued, fully paid and nonassessable.
We hereby consent to the filing of a copy of this opinion as Exhibit 5
to the Registration Statement and to the reference to us under the caption
"Legal Matters" in the prospectus incorporated herein by reference.
Very truly yours,
STOKES & BARTHOLOMEW, P.A.
\s\ Stokes & Bartholomew, P.A.
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
February 20, 1996 included in Corrections Corporation of America's Form 10-K
for the year ended December 31, 1995 and to all references to our firm included
in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Nashville, Tennessee
May 24, 1996
