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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
-----
Corrections Corporation of America
-------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------
(Title of Class of Securities)
220256101
-----------------------------------------
(CUSIP Number)
Stuart Panish, c/o Zweig-DiMenna Associates LLC, 900 Third Avenue,
New York, New York 10022 (212) 755-9860
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 27, 1996
-------------------------------------------
(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 this statement [_]. (A fee
is not required only if the filing 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 in 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>
SCHEDULE 13D
CUSIP NO. 220256101 Page 2 of __ Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zweig-DiMenna Partners, L.P., Zweig-DiMenna International Limited
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account
Gotham Advisors, Inc., on behalf of a discretionary account
Zweig-DiMenna Special Opportunities, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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
Zweig-DiMenna Partners, L.P.-New York, Zweig-DiMenna International
Limited - British Virgin Islands
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - Delaware
Gotham Advisors, Inc., on behalf of a discretionary account - Delaware
Zweig-DiMenna Special Opportunities, L.P. - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
Zweig-DiMenna Partners, L.P. - 858,900; Zweig-DiMenna International
Limited - 1,894,600
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 428,800
Gotham Advisors, Inc., on behalf of a discretionary account - 204,300
Zweig-DiMenna Special Opportunities, L.P. - 438,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Partners, L.P. - 858,900; Zweig-DiMenna International
Limited - 1,894,600
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 428,800
Gotham Advisors, Inc., on behalf of a discretionary account - 204,300
Zweig-DiMenna Special Opportunities, L.P. - 438,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Partners, L.P. - 858,900; Zweig-DiMenna International
Limited - 1,894,600
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 428,800
Gotham Advisors, Inc., on behalf of a discretionary account - 204,300
Zweig-DiMenna Special Opportunities, L.P. - 438,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 INCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total - 5.1%
Zweig-DiMenna Partners, L.P. - 1.1%; Zweig-DiMenna International
Limited - 2.5%
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 0.6%
Gotham Advisors, Inc., on behalf of a discretionary account - 0.3%
Zweig-DiMenna Special Opportunities, L.P. - 0.6%
14 TYPE OF REPORTING PERSON*
Zweig-DiMenna Partners, L.P. - PN
Zweig-DiMenna International Limited - CO
Zweig-DiMenna International Managers, Inc. - CO
Gotham Advisors, Inc. - CO
Zweig-DiMenna Special Opportunities, L.P. - PN
<PAGE>
SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
Corrections Corporation of America
102 Woodmont Boulevard, Suite 800
Nashville, Tennessee 37205;
Common Stock, par value $1.00 per share.
ITEM 2 IDENTITY AND BACKGROUND
A. Zweig-DiMenna Special Opportunities, L.P.
Zweig-DiMenna Special Opportunities, L.P., a Delaware limited partnership,
is a private investment partnership which seeks appreciation of the
Partnership's assets for the benefit of its partners. The address of its
principal business and its principal office is 900 Third Avenue, New York,
New York 10022. The following information is provided as to each general
partner of Zweig-DiMenna Special Opportunities, L.P.:
1. Zweig-DiMenna Associates LLC, a New York limited liability company, is
the managing general partner of Zweig-DiMenna Special Opportunities,
L.P. Its principal business and office address is 900 Third Avenue, New
York, New York 10022. Its managing directors are Martin E. Zweig and
Joseph A. DiMenna, and its principals are Brenda M. Earl, Carol R.
Whitehead and Jeffrey R. Perry. Dr. Zweig, Mr. DiMenna, Ms. Earl, Ms.
Whitehead and Mr. Perry are the sole members of Zweig-DiMenna Associates
LLC. The following information is provided as to each of the above
mentioned managing directors and principals.
i) a) Name - Martin E. Zweig
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Dr. Zweig is Chairman of the
Board and President of The Zweig Fund, Inc. and The Zweig Total
Return Fund, Inc., each of which is a New York Stock Exchange listed
investment company. He is also President of Zweig Advisors Inc.,
Zweig Total Return Advisors, Inc., Gotham Advisors, Inc., Euclid
Advisors, Inc., Zweig Associates, Inc., Zweig-DiMenna International
Managers, Inc. and Zweig Securities Advisory Service, Inc. He is
President of the Zweig Series Trust mutual fund and Chairman of
Zweig/Glaser Advisers, the investment manager of the Zweig Series
Trust. Dr. Zweig is a Managing Director of the Managing General
Partner of Zweig-DiMenna Special Opportunities, L.P. and Zweig-
DiMenna Partners, L.P., each of which is an
<PAGE>
investment partnership. The business address of the principal
entities referred to above is 900 Third Avenue, New York, New York
10022.
d) Dr. Zweig is a citizen of the United States.
ii) a) Name - Joseph A. DiMenna.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. DiMenna is a Managing
Director of the Managing General Partner of Zweig-DiMenna Partners,
L.P. and Zweig-DiMenna Special Opportunities, L.P., Executive Vice
President and Treasurer of Zweig Associates, Inc., Executive Vice
President of Zweig-DiMenna International Managers, Inc. and Vice
President of Gotham Advisors, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Mr. DiMenna is a citizen of the United States.
iii) a) Name - Brenda M. Earl.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Earl is a Principal of the
Managing General Partner of Zweig-DiMenna Partners, L.P. and Zweig-
DiMenna Special Opportunities, L.P., Vice President - Research of
Zweig Associates, Inc., and Vice President - Research of Zweig-
DiMenna International Managers, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Ms. Earl is a citizen of the United States.
iv) a) Name - Carol R. Whitehead.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Whitehead is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Vice President -
Marketing of Zweig Associates, Inc., and Vice President - Business
Development of Zweig-DiMenna International Managers, Inc. The
business address of the principal entities referred to above is 900
Third Avenue, New York, New York 10022.
<PAGE>
d) Ms. Whitehead is a citizen of the United States.
v) a) Name - Jeffrey R. Perry.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. Perry is a Principal of the
Managing General Partner of Zweig-DiMenna Partners, L.P. and Zweig-
DiMenna Special Opportunities, L.P., Vice President - Research of
Zweig Associates, Inc., and Vice President - Research of Zweig-
DiMenna International Managers, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Mr. Perry is a citizen of the United States.
2. Zweig Associates, Inc., a New York corporation, is a general partner of
Zweig-DiMenna Special Opportunities, L.P. Its principal business and
office address is 900 Third Avenue, New York, New York 10022. Martin E.
Zweig is President, Joseph A. DiMenna is Executive Vice President, Carol
R. Whitehead is Vice President - Marketing and Brenda M. Earl and
Jeffrey R. Perry is each a Vice President - Research of Zweig
Associates, Inc. Martin E. Zweig, Joseph A. DiMenna and Carol Whitehead
are the directors and shareholders of Zweig Associates, Inc. Reference
is made to Item 2.A.1, above, for information about such individuals.
None of the above, i.e., Zweig- DiMenna Special Opportunities, L.P.,
Zweig-DiMenna Associates LLC, Zweig Associates, Inc., Martin E. Zweig,
Joseph A. DiMenna, Brenda M. Earl, Carol R. Whitehead or Jeffrey R.
Perry has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or 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.
B. Zweig-DiMenna International Limited
Zweig-DiMenna International Limited is incorporated in the Territory of the
British Virgin Islands. Its business is investing and trading primarily in
U.S. equity securities. The address of its principal business and its
principal office is Maritime House, Frederick Street, Suite 200, P.O. Box N-
9932, Nassau, Bahamas. The following information is provided as to each
executive officer and director of such corporation, each person controlling
such corporation and each executive
<PAGE>
officer and director of any corporation or other person ultimately in
control of such corporation:
1. a) Name - Cedric B. Moss, Managing Director.
b) Residence or Business Address - c/o Dominion Management Services
Limited, P.O. Box N-9932, Maritime House, Frederick Street, Nassau,
Bahamas.
c) Present Principal Occupation, etc. - Mr. Moss is President of
Dominion Management Services Limited, the Administrator of Zweig-
DiMenna International Limited. The business address of the entity
referred to above is Dominion Management Services Limited, P.O. Box
N-9932, Maritime House, Frederick Street, Nassau, Bahamas.
d) Mr. Moss is a Bahamian citizen.
2. a) Name - Frederick A. Mitchell, Director.
b) Residence or Business Address - P.O. Box N3928, Gwendolyn House,
Nassau, Bahamas.
c) Present Principal Occupation, etc. - Mr. Mitchell is a practicing
attorney in the firm Gwendolyn House in Nassau. He is a Senator in
the Senate of the Commonwealth of The Bahamas.
d) Mr. Mitchell is a Bahamian citizen.
3. a) Name - Michael D. Riegels, Director.
b) Residence or Business Address - Harney, Westwood & Riegels,
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin
Islands.
c) Present Principal Occupation, etc. - Mr. Riegels is the Senior
Partner of the law firm of Harney, Westwood & Riegels.
d) Mr. Riegels is a British Dependent Territories Citizen.
4. Zweig-DiMenna International Managers, Inc. - the Investment Manager of
Zweig-DiMenna International Limited. It is incorporated under the laws
of the State of Delaware. Its principal business address and the address
of its principal office is 900 Third Avenue, New York, New York 10022.
Dr. Martin E. Zweig and Mr. Joseph A. DiMenna are the directors and
principal officers, and Ms. Carol R. Whitehead is Vice President -
Business Development, and Ms. Brenda M. Earl and Mr. Jeffrey R. Perry is
each a Vice President - Research, of Zweig-DiMenna International
Managers, Inc. Martin E. Zweig and Joseph A. DiMenna are the
<PAGE>
principal stockholders of Zweig-DiMenna International Managers, Inc.
Reference is made to Item 2.A.1, above, for information about such
individuals.
None of the above, i.e., Zweig-DiMenna International Limited, Cedric B.
Moss, Frederick A. Mitchell, Michael D. Riegels, or Zweig-DiMenna
International Managers, Inc. has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or
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.
C. Zweig-DiMenna Partners, L.P., a New York limited partnership, is a private
investment partnership which seeks appreciation of the Partnership's assets
for the benefit of its partners. The address of its principal business and
its principal office is 900 Third Avenue, New York, New York 10022. The
following information is provided as to each general partner of Zweig-
DiMenna Partners, L.P.:
1. Zweig-DiMenna Associates LLC is the managing general partner of Zweig-
DiMenna Partners, L.P. Reference is made to Item 2.A.1, above, for
information about Zweig-DiMenna Associates LLC and its managing
directors, principals and members.
2. Zweig Associates, Inc. is a general partner of Zweig-DiMenna Partners,
L.P. Reference is made to Item 2.A.2, above, for information about Zweig
Associates, Inc. and its directors, officers and shareholders.
None of the above, i.e., Zweig- DiMenna Partners, L.P., Zweig-DiMenna
Associates LLC, Zweig Associates, Inc., Martin E. Zweig, Joseph A.
DiMenna, Brenda M. Earl, Carol R. Whitehead or Jeffrey R. Perry has,
during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or 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.
D. Zweig-DiMenna International Managers, Inc., investment manager for a foreign
discretionary account. Reference is made to Item 2.B.4, above, for
information about Zweig-DiMenna International Managers, Inc. and its
officers, directors and stockholders.
<PAGE>
None of the above, i.e., Zweig-DiMenna International Mangers, Inc., Martin
E. Zweig, Joseph A. DiMenna, Brenda M. Earl, Carol R. Whitehead or Jeffrey
R. Perry has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or 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.
E. Gotham Advisors, Inc., investment manager for an ERISA plan discretionary
account. It is incorporated under the laws of the State of Delaware. Its
principal business address and the address of its principal office is 900
Third Avenue, New York, New York 10022. Dr. Martin E. Zweig is the sole
director, and Dr. Zweig and Mr. Joseph A. DiMenna are the principal
officers, of Gotham Advisors, Inc. Dr. Zweig, Mr. DiMenna and Ms. Brenda M.
Earl are the stockholders of Gotham Advisors, Inc. Reference is made to Item
2.A.1, above, for information about such individuals.
None of the above, i.e., Gotham Advisors, Inc., Martin E. Zweig, Joseph A.
DiMenna or Brenda M. Earl has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or 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 CONSIDERATIONS
The securities of Corrections Corporation of America were purchased at an
aggregate cost of $108,421,708 with the investment capital of Zweig-DiMenna
Special Opportunities, L.P., Zweig-DiMenna International Limited, Zweig-
DiMenna Partners, L.P., the discretionary account managed by Zweig-DiMenna
International Managers, Inc. (the "ZDIM Account") and the discretionary
account managed by Gotham Advisors, Inc. (the "Gotham Account"). No part
of the purchase price was made up of borrowed funds or funds otherwise
obtained for the purpose of acquiring, holding, trading or voting such
securities.
ITEM 4 PURPOSE OF TRANSACTION
Transactions for the purchase of shares of Common Stock (the "Shares") of
Corrections Corporation of America (the "Company") were executed by Zweig-
DiMenna Special Opportunities, L.P., Zweig-DiMenna International Limited,
Zweig-DiMenna Partners, L.P., the ZDIM Account and the Gotham Account (the
"Investors") for investment purposes only. The Investors continue to
evaluate their ownership and voting position in
<PAGE>
the Company and may consider the following future courses of action: (i)
continuing to hold the Shares for investment; (ii) disposing of all or a
portion of the Shares in open market sales or in privately negotiated
transactions; or (iii) acquiring additional shares of common stock in the
open market or in privately negotiated transactions. The Investors have not
as yet determined which of the courses of action specified in this
paragraph they may ultimately take. The Investors' future actions with
regard to this investment in the Company are dependent upon their
evaluation of a variety of circumstances affecting the Company in the
future, including the market price of the Company's common stock, the
Company's prospects and their own portfolios.
Other than as described above, the Investors do not have any present plans
or proposals which relate to or would result in any of the following
(although they reserve the right to develop such plans or proposals): a)
the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; c) a sale or transfer of
a material amount of assets of the Company or any of its subsidiaries; d)
any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; e) any material change in
the present capitalization or dividend policy of the Company; f) any other
material change in the Company's business or corporate structure; g)
changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition or control of the
Company by any person; h) causing a class of securities of the Company to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or j) any action
similar to those enumerated above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
a. Aggregate number of shares beneficially owned:
<TABLE>
<S> <C> <C>
Zweig-DiMenna Special Opportunities, L.P. - 438,800
Zweig-DiMenna International Limited - 1,894,600
Zweig-DiMenna Partners, L.P. - 858,900
ZDIM Account - 428,800
Gotham Account - 204,300
</TABLE>
<PAGE>
Percent of class beneficially owned:
<TABLE>
<S> <C> <C>
Zweig-DiMenna Special Opportunities, L.P. - 0.6%
Zweig-DiMenna International Limited - 2.5%
Zweig-DiMenna Partners, L.P. - 1.1%
ZDIM Account - 0.6%
Gotham Account - 0.3%
</TABLE>
b. Number of shares as to which there is sole power to vote:
<TABLE>
<S> <C> <C>
Zweig-DiMenna Special Opportunities, L.P. - 438,800
Zweig-DiMenna International Limited - 1,894,600
Zweig-DiMenna Partners, L.P. - 858,900
ZDIM Account - 428,800
Gotham Account - 204,300
</TABLE>
Number of shares as to which there is shared power to vote or to
direct the vote:
<TABLE>
<S> <C> <C>
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
</TABLE>
<PAGE>
Number of shares as to which there is sole power to dispose or to
direct the disposition:
<TABLE>
<S> <C> <C>
Zweig-DiMenna Special Opportunities, L.P. - 438,800
Zweig-DiMenna International Limited - 1,894,600
Zweig-DiMenna Partners, L.P. - 858,900
ZDIM Account - 428,800
Gotham Account - 204,300
</TABLE>
Number of shares as to which there is shared power to dispose or to
direct the disposition:
<TABLE>
<S> <C> <C>
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
</TABLE>
c. Zweig-DiMenna Special Opportunities, L.P., Zweig-DiMenna International
Limited, Zweig-DiMenna Partners, L.P., the ZDIM account and the Gotham
Account purchased or sold, as indicated, the Shares on the open market
on the following dates and at the following prices and in the following
amounts:
ZWEIG-DIMENNA SPECIAL OPPORTUNITIES, L.P.
<TABLE>
<S> <C>
DATE DESCRIPTION OF PURCHASE
10/28/96 Purchased 2,400 shares at $28.1406 a share
10/29/96 Purchased 22,100 shares at $26.9231 a share
10/30/96 Purchased 1,700 shares at $25.1503 a share
10/30/96 Purchased 7,400 shares at $24.885 a share
10/30/96 Purchased 2,700 shares at $24.5205 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10/31/96 Purchased 4,700 shares at $25.7488 a share
10/31/96 Purchased 4,900 shares at $25.3693 a share
10/31/96 Purchased 5,500 shares at $25.25 a share
11/1/96 Purchased 8,200 shares at $24.8588 a share
11/1/96 Purchased 9,400 shares at $24.543 a share
11/4/96 Purchased 1,200 shares at $24.50 a share
11/4/96 Purchased 11,100 shares at $24.5073 a share
11/5/96 Purchased 4,300 shares at $24.5117 a share
11/5/96 Purchased 1,200 shares at $24.00 a share
11/6/96 Purchased 2,900 shares at $25.153 a share
11/6/96 Purchased 5,900 shares at $25.7903 a share
11/6/96 Purchased 8,800 shares at $25.00 a share
11/7/96 Purchased 5,900 shares at $26.0458 a share
11/8/96 Purchased 2,900 shares at $26.6360 a share
11/11/96 Purchased 1,300 shares at $27.00 a share
11/12/96 Purchased 2,900 shares at $26.1885 a share
11/13/96 Purchased 5,600 shares at $24.375 a share
11/14/96 Purchased 4,100 shares at $24.3571 a share
11/14/96 Purchased 4,100 shares at $24.5361 a share
11/15/96 Purchased 700 shares at $25.1875 a share
11/18/96 Purchased 300 shares at $24.50 a share
11/19/96 Purchased 1,100 shares at $24.625 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
11/20/96 Purchased 4,600 shares at $24.1563 a share
11/20/96 Purchased 6,400 shares at $24.1705 a share
11/21/96 Purchased 200 shares at $24.125 a share
11/21/96 Purchased 15,800 shares at $23.4563 a share
11/22/96 Purchased 2,600 shares at $22.9411 a share
11/22/96 Purchased 19,300 shares at $22.3768 a share
11/25/96 Purchased 2,900 shares at $23.2615 a share
11/25/96 Purchased 2,900 shares at $23.15 a share
11/26/96 Purchased 1,500 shares at $24.29 a share
12/2/96 Purchased 2,900 shares at $24.65 a share
12/3/96 Purchased 2,900 shares at $24.50 a share
12/4/96 Purchased 200 shares at $24.375 a share
12/5/96 Sold 16,900 shares at $25.875 a share
</TABLE>
ZWEIG -DIMENNA INTERNATIONAL LIMITED
<TABLE>
<S> <C>
DATE DESCRIPTION OF TRANSACTION
10/28/96 Purchased 9,500 shares at $28.1406 a share
10/30/96 Purchased 6,800 shares at $25.1503 a share
10/30/96 Purchased 29,900 shares at $24.885 a share
10/30/96 Purchased 11,100 shares at $24.5205 a share
10/31/96 Purchased 19,200 shares at $25.7488 a share
10/31/96 Purchased 20,100 shares at $25.3693 a share
10/31/96 Purchased 22,800 shares at $25.25 a share
11/1/96 Purchased 33,600 shares at $24.8588 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
11/1/96 Purchased 38,400 shares at $24.543 a share
11/4/96 Purchased 4,700 shares at $24.50 a share
11/4/96 Purchased 45,400 shares at $24.5073 a share
11/5/96 Purchased 17,500 shares at $24.5117 a share
11/5/96 Purchased 4,700 shares at $24.00 a share
11/6/96 Purchased 12,000 shares at $25.153 a share
11/6/96 Purchased 24,000 shares at $25.7903 a share
11/6/96 Purchased 36,100 shares at $25.00 a share
11/7/96 Purchased 24,000 shares at $26.0458 a share
11/8/96 Purchased 12,000 shares at $26.6360 a share
11/11/96 Purchased 5,500 shares at $27.00 a share
11/12/96 Purchased 12,000 shares at $26.1885 a share
11/13/96 Purchased 23,200 shares at $24.375 a share
11/14/96 Purchased 16,800 shares at $24.3571 a share
11/14/96 Purchased 16,900 shares at $24.5361 a share
11/15/96 Purchased 2,900 shares at $25.1875 a share
11/18/96 Purchased 1,100 shares at $24.50 a share
11/19/96 Purchased 4,600 shares at $24.625 a share
11/20/96 Purchased 18,800 shares at $24.1563 a share
11/20/96 Purchased 26,600 shares at $24.1705 a share
11/21/96 Purchased 700 shares at $24.125 a share
11/21/96 Purchased 65,100 shares at $23.4563 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
11/22/96 Purchased 10,900 shares at $22.9411 a share
11/22/96 Purchased 19,300 shares at $22.3768 a share
11/25/96 Purchased 12,000 shares at $23.2615 a share
11/25/96 Purchased 12,000 shares at $23.15 a share
11/26/96 Purchased 6,100 shares at $24.29 a share
12/2/96 Purchased 12,100 shares at $24.65 a share
12/3/96 Purchased 12,100 shares at $24.50 a share
12/4/96 Purchased 1,000 shares at $24.375 a share
12/5/96 Purchased 64,600 shares at $27.8888 a share
12/17/96 Purchased 7,500 shares at $27.795 a share
12/24/96 Purchased 5,700 shares at $29.9233 a share
12/26/96 Purchased 7,500 shares at $29.5188 a share
12/27/96 Purchased 10,500 shares at $29.0468 a share
12/27/96 Purchased 7,200 shares at $29.00 a share
12/30/96 Purchased 2,400 shares at $29.00 a share
12/31/96 Purchased 15,100 shares at $30.6906 a share
1/2/97 Purchased 37,400 shares at $30.0523 a share
</TABLE>
ZWEIG-DIMENNA PARTNERS, L.P.
<TABLE>
<S> <C>
DATE DESCRIPTION OF TRANSACTION
10/28/96 Purchased 4,600 shares at $28.1406 a share
10/29/96 Purchased 42,900 shares at $26.9231 a share
10/30/96 Purchased 3,300 shares at $25.1503 a share
10/30/96 Purchased 14,300 shares at $24.885 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10/30/96 Purchased 5,300 shares at $24.5205 a share
10/31/96 Purchased 9,100 shares at $25.7488 a share
10/31/96 Purchased 9,600 shares at $25.3693 a share
10/31/96 Purchased 10,800 shares at $25.25 a share
11/1/96 Purchased 16,000 shares at $24.8588 a share
11/1/96 Purchased 18,300 shares at $24.543 a share
11/4/96 Purchased 2,300 shares at $24.50 a share
11/4/96 Purchased 21,600 shares at $24.5073 a share
11/5/96 Purchased 8,300 shares at $24.5117 a share
11/5/96 Purchased 2,300 shares at $24.00 a share
11/6/96 Purchased 5,700 shares at $25.153 a share
11/6/96 Purchased 11,400 shares at $25.7903 a share
11/6/96 Purchased 17,100 shares at $25.00 a share
11/7/96 Purchased 11,400 shares at $26.0458 a share
11/8/96 Purchased 5,700 shares at $26.6360 a share
11/11/96 Purchased 2,600 shares at $27.00 a share
11/12/96 Purchased 5,700 shares at $26.1885 a share
11/13/96 Purchased 11,000 shares at $24.375 a share
11/14/96 Purchased 8,000 shares at $24.3571 a share
11/14/96 Purchased 8,000 shares at $24.5361 a share
11/15/96 Purchased 1,400 shares at $25.1875 a share
11/18/96 Purchased 600 shares at $24.50 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
11/19/96 Purchased 2,200 shares at $24.625 a share
11/20/96 Purchased 8,900 shares at $24.1563 a share
11/20/96 Purchased 12,500 shares at $24.1705 a share
11/21/96 Purchased 300 shares at $24.125 a share
11/21/96 Purchased 30,700 shares at $23.4563 a share
11/22/96 Purchased 5,100 shares at $22.9411 a share
11/22/96 Purchased 19,300 shares at $22.3768 a share
11/25/96 Purchased 5,700 shares at $23.2615 a share
11/25/96 Purchased 5,700 shares at $23.15 a share
11/26/96 Purchased 2,900 shares at $24.29 a share
12/2/96 Purchased 5,700 shares at $24.65 a share
12/3/96 Purchased 5,700 shares at $24.50 a share
12/4/96 Purchased 500 shares at $24.375 a share
12/5/96 Sold 33,100 shares at $25.875 a share
</TABLE>
ZDIM ACCOUNT
<TABLE>
<S> <C>
DATE DESCRIPTION OF TRANSACTION
10/28/96 Purchased 2,100 shares at $28.1406 a share
10/30/96 Purchased 1,500 shares at $25.1503 a share
10/30/96 Purchased 6,700 shares at $24.885 a share
10/30/96 Purchased 2,500 shares at $24.5205 a share
10/31/96 Purchased 4,300 shares at $25.7488 a share
10/31/96 Purchased 4,500 shares at $25.3693 a share
10/31/96 Purchased 5,000 shares at $25.25 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
11/1/96 Purchased 7,500 shares at $24.8588 a share
11/1/96 Purchased 8,500 shares at $24.543 a share
11/4/96 Purchased 1,100 shares at $24.50 a share
11/4/96 Purchased 10,100 shares at $24.5073 a share
11/5/96 Purchased 3,900 shares at $24.5117 a share
11/5/96 Purchased 1,100 shares at $24.00 a share
11/6/96 Purchased 2,700 shares at $25.153 a share
11/6/96 Purchased 5,300 shares at $25.7903 a share
11/6/96 Purchased 8,000 shares at $25.00 a share
11/7/96 Purchased 5,300 shares at $26.0458 a share
11/8/96 Purchased 2,700 shares at $26.6360 a share
11/11/96 Purchased 1,200 shares at $27.00 a share
11/12/96 Purchased 2,700 shares at $26.1885 a share
11/13/96 Purchased 5,100 shares at $24.375 a share
11/14/96 Purchased 3,700 shares at $24.3571 a share
11/14/96 Purchased 3,700 shares at $24.5361 a share
11/15/96 Purchased 600 shares at $25.1875 a share
11/18/96 Purchased 300 shares at $24.50 a share
11/19/96 Purchased 1,000 shares at $24.625 a share
11/20/96 Purchased 4,200 shares at $24.1563 a share
11/20/96 Purchased 5,800 shares at $24.1705 a share
11/21/96 Purchased 200 shares at $24.125 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
11/21/96 Purchased 14,300 shares at $23.4563 a share
11/22/96 Purchased 2,400 shares at $22.9411 a share
11/22/96 Purchased 19,300 shares at $22.3768 a share
11/25/96 Purchased 2,700 shares at $23.2615 a share
11/25/96 Purchased 2,700 shares at $23.15 a share
11/26/96 Purchased 1,400 shares at $24.29 a share
12/2/96 Purchased 2,600 shares at $24.65 a share
12/3/96 Purchased 2,600 shares at $24.50 a share
12/4/96 Purchased 200 shares at $24.375 a share
12/5/96 Purchased 14,100 shares at $27.8888 a share
12/17/96 Purchased 1,700 shares at $27.795 a share
12/24/96 Purchased 1,200 shares at $29.9233 a share
12/26/96 Purchased 1,700 shares at $29.5188 a share
12/27/96 Purchased 2,300 shares at $29.0468 a share
12/27/96 Purchased 1,600 shares at $29.00 a share
12/30/96 Purchased 500 shares at $29.00 a share
12/31/96 Purchased 3,300 shares at $30.6906 a share
1/2/97 Purchased 8,500 shares at $30.0523 a share
</TABLE>
GOTHAM ACCOUNT
<TABLE>
<S> <C>
DATE DESCRIPTION OF TRANSACTION
10/28/96 Purchased 1,400 shares at $28.1406 a share
10/30/96 Purchased 1,000 shares at $25.1503 a share
10/30/96 Purchased 4,200 shares at $24.885 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10/30/96 Purchased 1,600 shares at $24.5205 a share
10/31/96 Purchased 2,700 shares at $25.7488 a share
10/31/96 Purchased 2,800 shares at $25.3693 a share
10/31/96 Purchased 3,200 shares at $25.25 a share
11/1/96 Purchased 4,700 shares at $24.8588 a share
11/1/96 Purchased 5,400 shares at $24.543 a share
11/4/96 Purchased 700 shares at $24.50 a share
11/4/96 Purchased 6,400 shares at $24.5073 a share
11/5/96 Purchased 2,400 shares at $24.5117 a share
11/5/96 Purchased 700 shares at $24.00 a share
11/6/96 Purchased 1,700 shares at $25.153 a share
11/6/96 Purchased 3,400 shares at $25.7903 a share
11/6/96 Purchased 5,000 shares at $25.00 a share
11/7/96 Purchased 3,400 shares at $26.0458 a share
11/8/96 Purchased 1,700 shares at $26.6360 a share
11/11/96 Purchased 800 shares at $27.00 a share
11/12/96 Purchased 1,700 shares at $26.1885 a share
11/13/96 Purchased 3,200 shares at $24.375 a share
11/14/96 Purchased 2,400 shares at $24.3571 a share
11/14/96 Purchased 2,300 shares at $24.5361 a share
11/15/96 Purchased 400 shares at $25.1875 a share
11/18/96 Purchased 200 shares at $24.50 a share
</TABLE>
<PAGE>
<TABLE>
<S> <C>
11/19/96 Purchased 600 shares at $24.625 a share
11/20/96 Purchased 2,600 shares at $24.1563 a share
11/20/96 Purchased 3,700 shares at $24.1705 a share
11/21/96 Purchased 100 shares at $24.125 a share
11/21/96 Purchased 9,100 shares at $23.4563 a share
11/22/96 Purchased 1,500 shares at $22.9411 a share
11/22/96 Purchased 19,300 shares at $22.3768 a share
11/25/96 Purchased 1,700 shares at $23.2615 a share
11/25/96 Purchased 1,700 shares at $23.15 a share
11/26/96 Purchased 900 shares at $24.29 a share
12/2/96 Purchased 1,700 shares at $24.65 a share
12/3/96 Purchased 1,700 shares at $24.50 a share
12/4/96 Purchased 100 shares at $24.375 a share
12/5/96 Sold 55,000 shares at $26.8795 a share
12/17/96 Purchased 800 shares at $27.795 a share
12/24/96 Purchased 600 shares at $29.9233 a share
12/26/96 Purchased 800 shares at $29.5188 a share
12/27/96 Purchased 1,100 shares at $29.0468 a share
12/27/96 Purchased 800 shares at $29.00 a share
12/30/96 Purchased 200 shares at $29.00 a share
12/31/96 Purchased 1,600 shares at $30.6906 a share
1/2/97 Purchased 4,100 shares at $30.0523 a share
</TABLE>
<PAGE>
d. Not applicable.
e. Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement among Zweig-DiMenna Special
Opportunities, L.P., Zweig-DiMenna International Limited, Zweig-DiMenna
Partners, L.P., Zweig-DiMenna International Managers, Inc. and Gotham
Advisors, Inc.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: January 6, 1997
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Vice President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT AMONG INVESTORS
This Joint Filing Agreement is entered into this 2nd day of January, 1997
by Zweig-DiMenna International Limited, a British Virgin Islands corporation,
Zweig-DiMenna Partners, L.P., a New York limited partnership, Zweig-DiMenna
Special Opportunities, L.P., a Delaware limited partnership, Zweig-DiMenna
International Managers, Inc., a Delaware corporation, and Gotham Advisors, Inc.,
a Delaware corporation, collectively the "Investors". In lieu of filing
separate statements on Schedule 13D, the Investors hereby agree to file a joint
statement on Schedule 13D pursuant to Rule 13d-1(f)(1) under the Exchange Act of
1934 with respect to the Common Stock of Corrections Corporation of America.
This Agreement shall be filed as an exhibit to the statement on Schedule
13D filed on behalf of the Investors and constitutes the Investors' consent to
file a joint Schedule 13D.
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Vice President
