<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 21, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CCA PRISON REALTY TRUST
(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)
<TABLE>
<S> <C>
MARYLAND 62-1689525
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
<TABLE>
<S> <C>
2200 Abbott Martin Road; Suite 201 J. Michael Quinlan
Nashville, Tennessee 37215 Chief Executive Officer
(Address, including Zip Code of CCA PRISON REALTY TRUST
Registrant's Principal Executive Offices) 2200 Abbott Martin Road; Suite 201
Nashville, Tennessee 37215
(615) 460-7452
(Name, address and telephone number,
including area code, of agent for service for Registrant)
</TABLE>
CORRECTIONS CORPORATION OF AMERICA
(EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
TENNESSEE 62-1156308
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
<TABLE>
<S> <C>
102 Woodmont Boulevard, Suite 800 Doctor R. Crants
Nashville, Tennessee 37205 Chief Executive Officer
(Address, including Zip Code of 102 Woodmont Boulevard
Co-Registrant's Principal Executive Offices) Suite 800
Nashville, Tennessee 37205
(615) 292-3100
(Name and Address of Agent for Service for Co-Registrant)
</TABLE>
------------------------------
CCA PRISON REALTY TRUST
NON-EMPLOYEE TRUSTEES' SHARE OPTION PLAN
(Full title of the plan)
------------------------------
Copy to:
Elizabeth E. Moore, Esq.
Stokes & Bartholomew, P.A.
424 Church Street; Suite 2800
Nashville, Tennessee 37219
(615) 259-1450
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
- ------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED SHARE(1) PRICE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
$0.01 par value. 150,000 $29.00 $4,350,000 $1,318.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) OF THE
SECURITIES ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE
COMPANY'S COMMON SHARES AS TRADED ON THE NEW YORK STOCK EXCHANGE ON JULY 15,
1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by either CCA Prison
Realty Trust (the "Company") or Corrections Corporation of America ("CCA") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by this reference:
(1) The description of the Company's common shares, $0.01 par
value per share (the "Common Shares"), set forth in the
Company's Registration Statement on Form 8-A filed with the
Commission on May 28, 1997, pursuant to Section 12(b) of
the Exchange Act;
(2) The Company's Prospectus filed with the Commission pursuant
to Rule 424(b)(1) of the Securities Act on July 15, 1997,
containing the Company's most recent audited financial
statement;
(3) CCA's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1996, filed with the Commission pursuant to
Section 13(a) of the Exchange Act; and
(4) CCA's Quarterly Report on Form 10-Q, for the quarter ended
March 31, 1996, filed with the Commission pursuant to Section
13(a) of the Exchange Act.
In addition, all documents subsequently filed by the Company and CCA
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing by the Company and CCA of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed by this reference to be incorporated in
this Registration Statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies of supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Shares registered hereby are included in a class
of securities registered under Section 12 of the Exchange Act.
<PAGE> 3
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Samuel W. Bartholomew, Jr., a shareholder of Stokes & Bartholomew,
P.A., is a director of CCA. Stokes & Bartholomew has rendered an opinion
regarding the legality of the Company's Common Shares registered hereby.
ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
The Declaration of Trust of the Company provides for indemnification of
trustees and officers to the full extent permitted by the laws of the State of
Maryland.
Section 8-301 of the Corporation and Associations Article of the Annotated
Code of Maryland permits a Maryland real estate investment trust to indemnify
trustees, officers, employees and agents of the real estate investment trust to
the same extent as is permitted for directors, officers, employees and agents of
a Maryland corporation under Section 2-418 of the MGCL.
Section 2-418 of the MGCL generally permits indemnification of any trustee
made a party to any proceedings by reason of service as a trustee unless it is
established that (i) the act or omission of such person was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; or (ii) such person actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, such person had reasonable cause to
believe that the act or omission was unlawful. The indemnity may include
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the trustee in connection with the proceeding; but, if the
proceeding is one by, or in the right of, the corporation, indemnification is
not permitted with respect to any proceeding in which the trustee has been
adjudged to be liable to the corporation, or if the proceeding is one charging
improper personal benefit to the trustee, whether or not involving action in the
trustee's official capacity, indemnification of the trustee is not permitted if
the trustee was adjudged to be liable on the basis that personal benefit was
improperly received. The termination of any proceeding by conviction or upon a
plea of nolo contendere or its equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption that the trustee did not
meet the requisite standard of conduct required for permitted indemnification.
The termination of any proceeding by judgment, order or settlement, however,
does not create a presumption that the trustee failed to meet the requisite
standard of conduct for permitted indemnification.
Indemnification under the provisions of the MGCL is not deemed exclusive of
any other rights, by indemnification or otherwise, to which a trustee may be
entitled under the Declaration of Trust, Bylaws, any resolution of shareholders
or trustees, any agreement or otherwise.
The statute permits a Maryland real estate investment trust to indemnify
its officers, employees and agents to the same extent as its trustees. The
Company's Declaration of Trust provides for indemnification of the Company's
officers, employees or agents to the fullest extent permitted by law.
The Company will enter into indemnification agreements (the
"Indemnification Agreements") with its trustees and certain of its executive
officers. The Indemnification Agreements are intended to provide indemnification
to the maximum extent allowable by or not in violation of any law of the State
of Maryland. Each Indemnification Agreement provides that the Company shall
indemnify a trustee or officer who is a party to the agreement (the
"Indemnitee") if he or she was or is a party to or otherwise involved in any
proceeding (other than a derivative proceeding) by reason of the fact that he or
she was or is a trustee or officer of the Company, against losses incurred in
connection with the defense or settlement of such proceeding. The
indemnification provided under each Indemnification Agreement is limited to
instances where the act or omission giving rise to the claim for which
indemnification is sought was not otherwise indemnified by the Company or
insurance maintained by the Company, was not established to have been committed
in bad faith or the result of active and deliberate dishonesty, did not involve
receipt of improper personal benefit, did not result in a judgment of liability
to the Company in a proceeding by or in the right of the Company, did not
involve an accounting of profits pursuant to Section 16(b) of the Securities
Exchange Act of 1934, as amended, and, with respect to any criminal proceeding,
the Indemnitee had no reasonable cause to believe his or her conduct was
unlawful.
The Company also maintains officers' and trustees' liability insurance,
which insures against liabilities that the officers and trustees of the Company
may incur in such capacities.
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Amended and Restated Declaration of Trust of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-11 originally filed with
the Commission on April 24, 1997 and subsequently amended
(the "Registration Statement")).
4.2 The By-laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement).
4.3 CCA Prison Realty Trust Non-Employee Trustees' Share Option
Plan.
5 Opinion of Stokes & Bartholomew, P. A., regarding the legality
of the Company's Common Shares registered hereby.
23.1 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit 5).
23.2 Consent of Arthur Andersen, LLP, with respect to the Company.
23.3 Consent of Arthur Andersen, LLP, with respect to CCA.
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
24 Powers of Attorney (Included on the signature pages of this
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
The Company and CCA hereby undertake:
(1) To file, during any period in which an offer or sale of securities
are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's or CCA's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may permitted to trustees, directors, officers and controlling
persons of the Company and CCA pursuant to the foregoing provisions, or
otherwise, the Company and CCA have been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
or CCA in the successful defense of any action, suit or proceeding) is asserted
by such trustee, officer, or controlling person in connection with the
securities being registered, the Company or CCA will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee on this 18th day
of July, 1997.
CCA PRISON REALTY TRUST
By: /s/ D. Robert Crants, III
-------------------------------------------
D. Robert Crants, III, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
immediately below constitutes and appoints D. Robert Crants, III and Michael W.
Devlin, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ J. Michael Quinlan Chief Executive Officer (Principal July 18, 1997
- -------------------------- Executive Officer) and Trustee
J. Michael Quinlan
/s/ D. Robert Crants, III President and Trustee July 18, 1997
- --------------------------
D. Robert Crants, III
/s/ Michael W. Devlin Chief Development Officer July 18, 1997
- -------------------------- and Trustee
Michael W. Devlin
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Doctor R. Crants Chairman; Trustee July 18, 1997
- --------------------------
Doctor R. Crants
/s/ Vida H. Carroll Chief Financial Officer (Principal July 18, 1997
- -------------------------- Financial and Accounting Officer)
Vida H. Carroll
/s/ C. Ray Bell Trustee July 18, 1997
- --------------------------
C. Ray Bell
Trustee July ___, 1997
- --------------------------
Richard W. Cardin
Trustee July ___, 1997
- --------------------------
Monroe J. Carell, Jr.
/s/ John W. Eakin, Jr. Trustee July 18, 1997
- --------------------------
John W. Eakin, Jr.
/s/ Ted Feldman Trustee July 18, 1997
- --------------------------
Ted Feldman
Trustee July ___, 1997
- --------------------------
Jackson W. Moore
/s/ Rusty L. Moore Trustee July 18, 1997
- --------------------------
Rusty L. Moore
/s/ Joseph V. Russell Trustee July 18, 1997
- --------------------------
Joseph V. Russell
Trustee July ___, 1997
- --------------------------
Charles W. Thomas, Ph.D.
</TABLE>
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Corrections Corporation of America certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee on this 18th day of July, 1997.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
-------------------------------------------
Doctor R. Crants, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
immediately below constitutes and appoints Doctor R. Crants and Darrell K.
Massengale, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Doctor R. Crants Chairman of the Board; Chief July 18, 1997
- -------------------------- Executive Officer; and Director
Doctor R. Crants (Principal Executive Officer)
/s/ Darrell K. Massengale Vice President, Finance; Chief July 18, 1997
- -------------------------- Financial Officer; Secretary and
Darrell K. Massengale Treasurer (Principal Financial and
Accounting Officer)
/s/ Thomas W. Beasley Chairman Emeritus and Director July 18, 1997
- --------------------------
Thomas W. Beasley
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
/s/ Joseph F. Johnson Director July 18, 1997
- -------------------------------
Joseph F. Johnson
/s/ William F. Andrews Director July 18, 1997
- -------------------------------
William F. Andrews
/s/ R. Clayton McWhorter Director July 18, 1997
- -------------------------------
R. Clayton McWhorter
/s/ Samuel W. Bartholomew, Jr. Director July 18, 1997
- -------------------------------
Samuel W. Bartholomew, Jr.
Director July ___, 1997
- -------------------------------
Jean-Pierre Cuny
</TABLE>
<PAGE> 1
Exhibit 4.3
CCA PRISON REALTY TRUST
NON-EMPLOYEE TRUSTEES' SHARE OPTION PLAN
1. Purpose. The purpose of the CCA Prison Realty Trust Non-Employee
Trustees' Share Option Plan (the "Plan") is to advance the interests of CCA
Prison Realty Trust (the "Company") and its shareholders by encouraging
increased share ownership by members of the Board of Trustees (the "Board") of
the Company who are not employees of the Company, any subsidiary of the Company,
Corrections Corporation of America ("CCA"), or any subsidiary of CCA to enhance
long-term shareholder value through continuing ownership of the Company's common
shares.
2. Administration.
(a) The Plan shall be administered by the Compensation
Committee of the Board. The Compensation Committee shall have all the
powers vested in it by the terms of the Plan, which shall include the
authority (within the limitations described herein) to prescribe the
form of the agreements embodying awards of non-qualified options (the
"Options"). The Compensation Committee, subject to the provisions of
the Plan, shall grant Options under the Plan and shall have the power
to construe the Plan, to determine all questions arising hereunder, and
to adopt and amend such rules and regulations for the administration of
the Plan as it may deem desirable. Any decision of the Compensation
Committee in the administration of the Plan shall be final and
conclusive. The Compensation Committee may act only by a majority of
its members in office, except that the members of the Compensation
Committee may authorize any one or more of their members or the
Secretary or any other officer of the Company to execute and deliver
documents on behalf of the Compensation Committee.
(b) Each person who is or shall have been a member of the
Compensation Committee shall be indemnified and held harmless by the
Company against and from any and all loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him in connection
with or resulting from any claim, action, suit, or proceeding to which
he may be or become involved by reason of any action taken or failure
to act under the Plan and against and from any and all amounts paid by
him in settlement thereof (with the Company's written approval) or paid
by him in satisfaction of a judgment in any such action, suit, or
proceeding, except a judgment in favor of the Company based upon a
finding of his lack of good faith; subject, however, to the conditions
that upon the institution of any claim, action, suit, or proceeding
against him, he shall in writing give the Company an opportunity, at
its expense, to handle and defend the same before he undertakes to
handle and defend it on such person's own behalf. The foregoing right
of indemnification shall not be exclusive of any other right to which
such person may be entitled as a matter of law or otherwise, or any
power that the Company may have to indemnify him or hold him harmless.
Each member of the Compensation Committee and each officer and employee
of the Company shall be fully justified in relying or acting in good
faith upon any information furnished in connection with the
administration of the Plan by an appropriate person or persons other
than himself. In no event shall any person who is or shall have been a
member of the Compensation
<PAGE> 2
Committee or an officer or employee of the Company be held liable for
any determination made or other action taken or any omission to act in
reliance upon any such information as referred to in the preceding
sentence, or for any action (including the furnishing of information)
taken or any omission to act, when such determination, action, or
omission is made in good faith.
3. Participation. Each member of the Board of the Company who is not an
employee of the Company, any subsidiary of the Company, CCA or any subsidiary of
CCA (a "Non-Employee Trustee") shall receive Options in accordance with Section
5 below. As used herein, the term "subsidiary" means any corporation at least
40% of the outstanding voting stock of which is owned, directly or indirectly,
by the Company or CCA, as the case may be.
4. Awards Under the Plan.
(a) Type of Awards. Awards under the Plan shall include only
Options, which are rights to purchase common shares of the Company
having a par value of $.01 per share (the "Shares"). All Options are
subject to the terms, conditions, and restrictions specified in
Paragraph 5 below.
(b) Maximum Number of Shares That May Be Issued. No more than
150,000 Shares, subject to adjustment as provided in Paragraph 6 below,
may be issued under the Plan pursuant to the exercise of Options.
(c) Rights with Respect to Shares. A Non-Employee Trustee to
whom an Option is granted (and any person succeeding to such a
Non-Employee Trustee rights pursuant to the Plan) shall have no rights
as a shareholder with respect to any Shares issuable pursuant to any
such Option until the date of the issuance of a share certificate to
him for such Shares. Except as provided in Paragraph 6 below, no
adjustment shall be made for dividends, distributions, or other rights
(whether ordinary or extraordinary, and whether in cash, securities, or
other property) for which the record date is prior to the date such
share certificate is issued.
5. Non-Qualified Options. All Options shall be options which are not
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Each Option shall be evidenced by
an agreement in such form as the Board shall prescribe from time to time in
accordance with the Plan and shall be subject to the following terms and
conditions:
(a) The option price per Share shall be 100% of the fair
market value per Share at grant. The fair market value per Share on any
given date, unless otherwise determined by the Compensation Committee
in good faith, shall be the reported closing price of a Share on the
New York Stock Exchange or, if no such sale of Shares is reported on
the New York Stock Exchange on such date, the fair market value of the
Share as determined by the Board
2
<PAGE> 3
in good faith. The options granted to Founding Trustees (as defined
below) upon effectiveness of the Registration Statement (as defined
below) will have an exercise price equal to the initial public
offering price.
(b) Each Non-Employee Trustee as of the date the initial
Registration Statement on Form S-11(the "Registration Statement") is
declared effective by the Securities and Exchange Commission relating
to the offering of 18,500,000 Shares will receive an Option to purchase
5,000 Shares on the date of the Registration Statement (each such
trustee, a "Founding Trustee"). Each Non-Employee Trustee who is not a
Founding Trustee (a "Non-Founding Trustee") will receive an Option to
purchase 5,000 Shares on the date the Non-Founding Trustee is first
elected or appointed to the Board of Trustees. In addition to the
foregoing, each Non-Employee Trustee will receive an Option to purchase
5,000 Shares on each of the nine anniversary dates of the adoption of
the Plan.
(c) The term of each Option shall be fixed by the Compensation
Committee, but no Option shall be exercisable more than ten years after
the date the Option is granted.
(d) Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the
Board at or after grant. If the Compensation Committee provides, in its
sole discretion, that any Option is exercisable only in installments,
the Compensation Committee may waive such installment exercise
provisions at any time at or after grant in whole or in part, based on
such factors as the Compensation Committee shall determine, in its sole
discretion.
(e) Subject to whatever installment exercise provisions apply
under subparagraph (d), Options may be exercised in whole or in part at
any time during the option period, by giving written notice of exercise
to the Company specifying the number of Shares to be purchased. Such
notice shall be accompanied by payment in full of the purchase price
either by check, note or such other instrument as the Compensation
Committee may accept. As determined by the Compensation Committee in
its sole discretion, at or after grant, payment in full or in part may
also be made in the form of a share option or Shares already owned by
the Non-Employee Trustee (based, in each case, on the fair market value
of the share option or the Shares on the date the Option is exercised,
as determined by the Compensation Committee in accordance with
subparagraph (a)). No Shares shall be issued until full payment
therefor has been made. Upon purchase of Shares, an optionee shall make
such representations, warranties and covenants as the Compensation
Committee may request.
(f) The Compensation Committee may, in its discretion,
authorize all or a portion of the Options to be granted to a
Non-Employee Trustee to be on terms which permit transfer by such
optionee to (i) the spouse, children or grandchildren of the
Non-Employee Trustee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members,
(iii) a partnership in which such Immediate Family Members are the only
partners, or (iv) certain affiliates of the Non-Employee Trustee, as
determined
3
<PAGE> 4
by the Compensation Committee, provided that (x) there may be no
consideration for any such transfer, (y) the share option agreement
pursuant to which such Options are granted must be approved by the
Compensation Committee, and must expressly provide for transferability
in a manner consistent with this Section, and (z) subsequent transfers
of transferred Options shall be prohibited except those in accordance
with this subparagraph (f). Following transfer, any such Options shall
continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that for purposes
of this Plan or the option agreement executed pursuant hereto, the
term "optionee" or "Non-Employee Trustee" shall be deemed to refer to
the transferee.
6. Capital Adjustments. In the event of any merger, reorganization,
consolidation, recapitalization, share dividend, share split or other change in
corporate structure affecting the Shares, an adjustment shall be made in the
aggregate number of Shares reserved for issuance under the Plan and in the
number and price of Shares subject to outstanding Options granted under the
Plan, as may be determined to be appropriate by the Compensation Committee, in
its sole discretion, provided that the number of Shares subject to an Option
shall always be a whole number.
7. Authority to Issue Shares. The Company, during the term of the
Options granted hereunder, will at all times reserve and keep available, and
will seek to obtain from any regulatory body having jurisdiction, any requisite
authority in order to issue and sell such number of Shares as shall be
sufficient to satisfy the requirements of the Options granted under the Plan. If
in the opinion of its counsel the issuance or sale of any Shares hereunder shall
not be lawful for any reason, including the inability of the Company to obtain
from any regulatory body having jurisdiction, authority deemed by such counsel
to be necessary to such issuance or sale, the Company shall not be obligated to
issue or sell any such Shares.
8. Ownership Limitation. All Options shall be subject to the ownership
limitations set forth in the Declaration of Trust of the Company. Without
limiting the generality of the foregoing, any Option which causes a Non-Employee
Trustee, or any constructive or beneficial owner of Shares subject to such
Option (as determined under Sections 318 and 544, respectively, of the Code), to
own or be deemed to own Shares in excess of such ownership limitations shall be
void ab initio.
9. Miscellaneous Provisions.
(a) No Non-Employee Trustee or other person shall have any
claim or right to be granted an Option under the Plan. Neither the Plan
nor any action taken hereunder shall be construed as giving a
Non-Employee Trustee any right to be retained in the service of the
Company.
(b) Except as provided in Section 5 (f), an optionee's rights
and interests under the Plan may not be assigned or transferred in
whole or in part either directly or by operation of law or otherwise
(except in the event of a optionee's death, by will or the laws of
descent and distribution), including, but not by way of limitation,
execution, levy, garnishment,
4
<PAGE> 5
attachment, pledge, bankruptcy, or in any manner, and no such right or
interest of any participant in the Plan shall be subject to any
obligation or liability of such participant.
(c) No Shares shall be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance
with applicable federal, state, and other securities laws.
(d) The expenses of administration of the Plan shall be borne
by the Company.
(e) The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to ensure the issuance of Shares upon exercise of
any Option under the Plan and issuance of Shares upon exercise of
Options shall be subordinate to the claims of the Company's general
creditors.
(f) By accepting any Option or other benefit under the Plan,
each optionee and each person claiming under or through an optionee
shall be conclusively deemed to have indicated his or her acceptance
and ratification of, and consent to, any action taken under the Plan by
the Company or the Compensation Committee.
(g) The appropriate officers of the Company shall cause to be
filed any reports, returns, or other information regarding Options
hereunder or any Shares issued pursuant hereto as may be required by
the Securities Exchange Act of 1934, as amended, the Securities Act of
1933, as amended, or any other applicable statute, rule, or regulation
(excluding reports pursuant to Section 16 of the Securities Exchange
Act of 1934, which shall be the sole responsibility of a Non-Employee
Trustee who exercises an Option).
10. Amendment. The Plan may be amended at any time and from time to
time by the Board as the Board shall deem advisable. No amendment of the Plan
shall materially and adversely affect any right of any optionee with respect to
any Option theretofore granted without such optionee's written consent.
11. Effective Date. This Plan shall be effective on Monday,
April 21, 1997.
12. Termination. This Plan shall terminate upon the earlier of the
following dates or events to occur:
(a) the adoption of a resolution of the Board terminating the
Plan; or
(b) December 31, 2007.
No termination of the Plan shall materially and adversely affect any of
the rights or obligations of any person, without his consent, under any Option
theretofore granted under the Plan.
5
<PAGE> 1
Exhibit 5
July 18, 1997
CCA Prison Realty Trust
2200 Abbott Martin Road
Suite 201
Nashville, Tennessee 37215
Re: Non-Employee Trustees' Share Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to CCA Prison Realty Trust, a Maryland real
estate investment trust (the "Company"), in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the registration by the Company of an aggregate of 150,000 common
shares of the Company, $0.01 par value (the "Shares"), to be offered and sold
pursuant to the terms of the CCA Prison Realty Trust Non-Employee Trustees'
Share Option Plan (the "Plan").
As counsel to the Company, we have examined original, photostatic or
certified copies of the following documents: (i) the Registration Statement,
(ii) the Company's Amended and Restated Declaration of Trust, (iii) the By-laws
of the Company, as amended, (v) the Plan, (vi) certificates of the
Company's officers and excerpts of minutes of meetings of the Board of
Trustees, and (vii) such other instruments, agreements, and certificates as we
have deemed necessary or appropriate.
In performing our examination, we have assumed without inquiry the
genuineness of all signatures appearing on all documents, the legal capacity of
all persons signing such documents, the authenticity of all documents submitted
to us as originals, the conformity with originals of all documents submitted to
us as copies, the accuracy and completeness of all records made available to
us by the Company, and the truth and accuracy of all facts set forth in all
<PAGE> 2
CCA Prison Realty Trust
July 18, 1997
Page 2
certificates provided to or examined by us. We have also assumed that all Shares
issued pursuant to the Plan will be issued for consideration deemed to be
adequate by the Company's Board of Trustees. We have relied as to certain
factual matters on representations made to us by officers of the Company.
Based upon the foregoing and the further qualifications stated below,
we are of the opinion that the Shares have been duly authorized and, when issued
and sold pursuant to the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland
and the federal laws of the United States of America. With respect to the laws
of the State of Maryland, we are relying on the opinion of Miles & Stockbridge,
A Professional Corporation, special Maryland counsel to the Company. We express
no opinion as to matters governed by the laws of any other jurisdiction.
Furthermore, no opinion is expressed herein as to the effect of any future acts
of the Company or changes in existing law. The opinions expressed herein are
rendered as of the date hereof, and we do not undertake to advise you of any
changes after the date hereof in the law or the facts presently in effect that
would alter the scope or substance of the opinion herein expressed.
This letter expresses our legal opinion as to the foregoing matters
based on our professional judgment at this time; it is not, however, to be
construed as a guaranty, or a warranty that a court considering such matters
would not rule in a manner contrary to the opinion set forth above.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving this consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ Stokes & Bartholomew, P.A.
STOKES & BARTHOLOMEW, P.A.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of CCA Prison Realty
Trust and Corrections Corporation of America of our report dated April 23, 1997
relating to the balance sheet of CCA Prison Realty Trust included in the
Prospectus of CCA Prison Realty Trust and Corrections Corporation of America,
filed pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, on
July 15, 1997, and to all references to our Firm included in or incorporated by
reference in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
July 16, 1997
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of CCA Prison Realty
Trust and Corrections Corporation of America of our report dated February 18,
1997 included in Corrections Corporation of America and Subsidiaries Form 10-K
for the year ended December 31, 1996 and to all references to our Firm included
in or incorporated by reference in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
July 16, 1997
