<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1997
REGISTRATION NOS. 333-25727
333-25727-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 6
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
AND
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
CCA PRISON REALTY TRUST
(Exact name of Registrant as Specified in its Governing Instruments)
---------------------
<TABLE>
<S> <C>
2200 ABBOTT MARTIN ROAD J. MICHAEL QUINLAN
SUITE 201 CHIEF EXECUTIVE OFFICER
NASHVILLE, TENNESSEE 37215 CCA PRISON REALTY TRUST
(615) 460-7452 2200 ABBOTT MARTIN ROAD
(Address of Principal Executive Offices of SUITE 201
Registrant)
NASHVILLE, TENNESSEE 37215
(615) 460-7452
(Name and Address of Agent for Service for
Registrant)
</TABLE>
---------------------
CORRECTIONS CORPORATION OF AMERICA
(Exact name of Co-Registrant as Specified in its Charter)
<TABLE>
<S> <C>
102 WOODMONT BOULEVARD DOCTOR R. CRANTS
SUITE 800 CHIEF EXECUTIVE OFFICER
NASHVILLE, TENNESSEE 37205 102 WOODMONT BOULEVARD
(615) 292-3100 SUITE 800
(Address of Principal Executive Offices of NASHVILLE, TENNESSEE 37205
Co-Registrant)
(615) 292-3100
(Name and Address of Agent for Service for
Co-Registrant)
</TABLE>
---------------------
COPIES TO:
<TABLE>
<S> <C>
ELIZABETH E. MOORE F. MITCHELL WALKER, JR.
STOKES & BARTHOLOMEW, P.A. BASS, BERRY & SIMS PLC
SUNTRUST CENTER, NASHVILLE, TENNESSEE 37219 FIRST AMERICAN CENTER, NASHVILLE, TENNESSEE 37238
(615) 259-1450/FAX (615) 259-1470 (615) 742-6200/FAX (615) 742-6298
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] ___________
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. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 30. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below are certain registration, filing and listing fees and an
estimate of the other fees and expenses to be incurred in connection with the
issuance and distribution of the Common Shares offered hereby.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 135,390
NASD Filing Fee............................................. 30,500
New York Stock Exchange Original Listing Fee................ 161,390
Blue Sky Fees and Expenses (including attorneys' fees)...... 2,500
Accounting Fees and Expenses................................ 335,000
Attorneys' Fees and Expenses................................ 1,270,000
Printing and Engraving Expenses............................. 700,000
Transfer Agent's Fees....................................... 12,000
Trustees' and Officers' Insurance........................... 175,000
Miscellaneous Expenses...................................... 278,250
----------
Total............................................. $3,100,000
==========
</TABLE>
- ---------------
* To be filed by amendment.
ITEM 31. SALES TO SPECIAL PARTIES.
The Company was formed as a Maryland real estate investment trust in April
1997, with one shareholder being issued 1,000 Common Shares in consideration of
$1,000.
Upon consummation of the Offering, D. Robert Crants, III and Michael W.
Devlin will each receive 150,000 Common Shares as a development fee and for
services rendered and as reimbursement of actual costs incurred in connection
with the formation of the Company, the consummation of the Offering and the
closing of the Initial Facilities. The reimbursed costs include certain costs
related to property due diligence, employee compensation, travel and overhead.
ITEM 32. RECENT SALES OF UNREGISTERED SECURITIES.
All of the Common Shares issued by the Company discussed in Item 31 above
were issued pursuant to an exemption from the registration requirements of the
Securities Act contained in Section 4(2) of the Securities Act.
ITEM 33. 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
II-1
<PAGE> 3
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 will obtain trustees and officers liability insurance.
ITEM 34. TREATMENT OF PROCEEDS FROM SECURITIES BEING REGISTERED.
Not applicable.
II-2
<PAGE> 4
ITEM 35. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements Included in this Registration Statement, including
the Prospectus:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CCA PRISON REALTY TRUST
FINANCIAL STATEMENTS
Report of Independent Public Accountants............... F-2
Balance Sheet as of April 23, 1997..................... F-3
Notes to Balance Sheet................................. F-4
CCA PRISON REALTY TRUST
PRO FORMA FINANCIAL STATEMENTS
Pro Forma Statements of Operations for the year ended
December 31, 1996 and the three months ended March 31,
1997.................................................. 33
Pro Forma Balance Sheet as of March 31, 1997........... 34
CORRECTIONS CORPORATION OF AMERICA
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Consolidated Balance Sheet as of March 31,
1997.................................................. F-6
Notes to Pro Forma Consolidated Balance Sheet.......... F-7
Pro Forma Consolidated Statement of Operations for the
year ended December 31, 1996.......................... F-8
Pro Forma Consolidated Statement of Operations for the
three months ended March 31, 1997..................... F-9
CORRECTIONS CORPORATION OF AMERICA
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Public Accountants............... F-10
Consolidated Balance Sheets as of December 31, 1996 and
1995.................................................. F-11
Consolidated Statements of Operations for the years
ended December 31, 1996, 1995 and 1994................ F-12
Consolidated Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994................ F-13
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1996, 1995 and 1994.......... F-15
Notes to the Consolidated Financial Statements......... F-16
CORRECTIONS CORPORATION OF AMERICA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheet as of March 31,
1997 and December 31, 1996............................ F-30
Condensed Consolidated Statements of Operations for the
three months ended March 31, 1997 and 1996............ F-31
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1997 and 1996............ F-32
Notes to Condensed Consolidated Financial Statements... F-34
</TABLE>
(b) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<C> <C> <S>
*1 -- Form of Underwriting Agreement
*2 -- Agreement of Sale and Purchase Between CCA Prison Realty
Trust and Corrections Corporation of America
*3.1 -- Amended and Restated Declaration of Trust of CCA Prison
Realty Trust
*3.2 -- Amended and Restated Bylaws of CCA Prison Realty Trust
*3.3 -- Specimen of certificate representing the Common Shares
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<C> <C> <S>
*4 -- Provisions defining the rights of shareholders are found in
Sections 8-10 and 15 and Article II in the Amended and
Restated Declaration of Trust and Amended and Restated
Bylaws, respectively, of CCA Prison Realty Trust (included
as Exhibits 3.1 and 3.2 to the Registration Statement)
*5.1 -- Opinion of Stokes & Bartholomew, P.A., regarding the
validity of the Common Shares being offered hereby
*5.2 -- Opinion of Miles & Stockbridge, A Professional Corporation,
regarding the validity of the Common Shares being offered
hereby
*8.1 -- Opinion of Stokes & Bartholomew, P.A., regarding certain
federal income tax matters.
*8.2 -- Opinion of Sherrard & Roe, PLC, regarding certain federal
income tax matters
*10.1(a) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Northeast Ohio Correctional Center
*10.1(b) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Torrance County Detention Facility
*10.1(c) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Southern Colorado Correctional Facility
*10.1(d) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the North
Fork Correctional Facility
*10.1(e) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Whiteville Correctional Center
*10.2 -- Form of Master Agreement to Lease Between CCA Prison Realty
Trust and Corrections Corporation of America
*10.3 -- Form of Lease Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Leased Properties
*10.4 -- Right to Purchase Agreement Between CCA Prison Realty Trust
and Corrections Corporation of America
*10.5 -- Form of Trade Name Use Agreement Between CCA Prison Realty
Trust and Corrections Corporation of America
*10.6 -- Commitment for Arrangement of Bank Credit Facility and
Financing with Summary of Terms and Conditions from First
Union National Bank of Tennessee and First Union Capital
Market Corp. and accepted by CCA Prison Realty Trust
*10.7 -- Form of Officer and Trustee Indemnification Agreement
between CCA Prison Realty Trust and its trustees and
officers
*10.8 -- Form of Employment Agreement between J. Michael Quinlan and
CCA Prison Realty Trust
*10.9 -- Form of Employment Agreement between D. Robert Crants, III
and CCA Prison Realty Trust
*10.10 -- Form of Employment Agreement between Michael W. Devlin and
CCA Prison Realty Trust
*10.11 -- Form of CCA Prison Realty Trust 1997 Employee Share
Incentive Option Plan
*10.12 -- Form of CCA Prison Realty Trust Non-Employee Trustees' Share
Option Plan, as amended
*21 -- List of Subsidiaries of CCA Prison Realty Trust
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<C> <C> <S>
*23.1 -- Consent of Stokes & Bartholomew, P.A. (included in Exhibits
5.1 and 8.1)
*23.2 -- Consent of Arthur Andersen LLP (with respect to Corrections
Corporation of America)
*23.3 -- Consent of Arthur Andersen LLP (with respect to CCA Prison
Realty Trust)
*23.4 -- Consent of Miles & Stockbridge, A Professional Corporation
(included in Exhibit 5.2)
*23.5 -- Consent of Sherrard & Roe, PLC (included in Exhibit 8.2)
*23.6 -- Consent of Private Corrections Project Center for Studies in
Criminology and Law -- University of Florida at Gainesville
*24 -- Power of Attorney (included in the signature pages)
*27 -- Financial Data Schedule
</TABLE>
- ---------------
* Previously filed
** Filed herewith
ITEM 36. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required
by the Underwriters to permit prompt delivery to each purchaser.
(2) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has 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 Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the Common Shares, the Registrant
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.
(3) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A under the Securities
Act and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
(4) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(5) CCA hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of CCA's annual report
pursuant to Section 13(a) or 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.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment Number 6 to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly approved, in the City of
Nashville, State of Tennessee, on the 10th day of July, 1997.
CCA PRISON REALTY TRUST
By: /s/ D. ROBERT CRANTS, III
------------------------------------
D. Robert Crants, III
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
Number 6 to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
* Chief Executive Officer (Principal July 10, 1997
- --------------------------------------------------- Executive Officer) and Trustee
J. Michael Quinlan
* President and Trustee July 10, 1997
- ---------------------------------------------------
D. Robert Crants, III
* Chief Development Officer and July 10, 1997
- --------------------------------------------------- Trustee
Michael W. Devlin
* Chief Financial Officer (Principal July 10, 1997
- --------------------------------------------------- Financial and Accounting Officer)
Vida H. Carroll
* Chairman; Trustee July 10, 1997
- ---------------------------------------------------
Doctor R. Crants
* Trustee July 10, 1997
- ---------------------------------------------------
C. Ray Bell
* Trustee July 10, 1997
- ---------------------------------------------------
Richard W. Cardin
* Trustee July 10, 1997
- ---------------------------------------------------
Monroe J. Carell, Jr.
* Trustee July 10, 1997
- ---------------------------------------------------
John W. Eakin, Jr.
* Trustee July 10, 1997
- ---------------------------------------------------
Ted Feldman
* Trustee July 10, 1997
- ---------------------------------------------------
Jackson W. Moore
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
* Trustee July 10, 1997
- ---------------------------------------------------
Rusty L. Moore
* Trustee July 10, 1997
- ---------------------------------------------------
Joseph V. Russell
* Trustee July 10, 1997
- ---------------------------------------------------
Charles W. Thomas, Ph.D
*By: /s/ D. ROBERT CRANTS, III
----------------------------------------------
D. Robert Crants, III
Attorney-in-Fact
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Corrections
Corporation of America has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Nashville, State
of Tennessee, on the 10th day of July, 1997.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ DOCTOR R. CRANTS
------------------------------------
Doctor R. Crants
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
* Chairman of the Board; Chief July 10, 1997
- --------------------------------------------------- Executive Officer; and Director
Doctor R. Crants (Principal Executive Officer)
* Vice President, Finance; Chief July 10, 1997
- --------------------------------------------------- Financial Officer; Secretary and
Darrell K. Massengale Treasurer (Principal Financial and
Accounting Officer)
* Chairman Emeritus and Director July 10, 1997
- ---------------------------------------------------
Thomas W. Beasley
Director July , 1997
- ---------------------------------------------------
Joseph F. Johnson
* Director July 10, 1997
- ---------------------------------------------------
William F. Andrews
* Director July 10, 1997
- ---------------------------------------------------
R. Clayton McWhorter
</TABLE>
II-7
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
* Director July 10, 1997
- ---------------------------------------------------
Samuel W. Bartholomew, Jr.
Director July , 1997
- ---------------------------------------------------
Jean-Pierre Cuny
*By: /s/ DOCTOR R. CRANTS
----------------------------------------------
Doctor R. Crants
Attorney-in-Fact
</TABLE>
II-8
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <C> <S> <C>
*1 -- Form of Underwriting Agreement..............................
*2 -- Agreement of Sale and Purchase Between CCA Prison Realty
Trust and Corrections Corporation of America................
*3.1 -- Amended and Restated Declaration of Trust of CCA Prison
Realty Trust................................................
*3.2 -- Amended and Restated Bylaws of CCA Prison Realty Trust......
*3.3 -- Specimen of certificate representing the Common Shares......
*4 -- Provisions defining the rights of shareholders are found in
Sections 8-10 and 15 and Article II in the Amended and
Restated Declaration of Trust and Amended and Restated
Bylaws, respectively, of CCA Prison Realty Trust (included
as Exhibits 3.1 and 3.2 to the Registration Statement)......
*5.1 -- Opinion of Stokes & Bartholomew, P.A., regarding the
validity of the Common Shares being offered hereby..........
*5.2 -- Opinion of Miles & Stockbridge, A Professional Corporation,
regarding the validity of the Common Shares being offered
hereby
*8.1 -- Opinion of Stokes & Bartholomew, P.A., regarding certain
federal income tax matters..................................
*8.2 -- Opinion of Sherrard & Roe, PLC, regarding certain federal
income tax matters..........................................
*10.1(a) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Northeast Ohio Correctional Center..........................
*10.1(b) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Torrance County Detention Facility..........................
*10.1(c) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Southern Colorado Correctional Facility.....................
*10.1(d) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the North
Fork Correctional Facility..................................
*10.1(e) -- Option Agreement Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Whiteville Correctional Center..............................
*10.2 -- Form of Master Agreement to Lease Between CCA Prison Realty
Trust and Corrections Corporation of America................
*10.3 -- Form of Lease Between CCA Prison Realty Trust and
Corrections Corporation of America with respect to the
Leased Properties...........................................
*10.4 -- Right to Purchase Agreement Between CCA Prison Realty Trust
and Corrections Corporation of America......................
*10.5 -- Form of Trade Name Use Agreement Between CCA Prison Realty
Trust and Corrections Corporation of America................
*10.6 -- Commitment for Arrangement of Bank Credit Facility and
Financing with Summary of Terms and Conditions from First
Union National Bank of Tennessee and First Union Capital
Market Corp. and accepted by CCA Prison Realty Trust........
*10.7 -- Form of Officer and Trustee Indemnification Agreement
between CCA Prison Realty Trust and its trustees and
officers....................................................
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <C> <S> <C>
.8 -- Form of Employment Agreement between J. Michael Quinlan and
*10 CCA Prison Realty Trust.....................................
*10.9 -- Form of Employment Agreement between D. Robert Crants, III
and CCA Prison Realty Trust.................................
*10.10 -- Form of Employment Agreement between Michael W. Devlin and
CCA Prison Realty Trust.....................................
*10.11 -- Form of CCA Prison Realty Trust 1997 Employee Share
Incentive Option Plan.......................................
*10.12 -- Form of CCA Prison Realty Trust Non-Employee Trustees' Share
Option Plan, as amended.....................................
*21 -- List of Subsidiaries of CCA Prison Realty Trust.............
*23.1 -- Consent of Stokes & Bartholomew, P.A. (included in Exhibits
5.1 and 8.1)................................................
**23.2 -- Consent of Arthur Andersen LLP (with respect to Corrections
Corporation of America).....................................
*23.3 -- Consent of Arthur Andersen LLP (with respect to CCA Prison
Realty Trust)...............................................
*23.4 -- Consent of Miles & Stockbridge, A Professional Corporation
(included in Exhibit 5.2)...................................
*23.5 -- Consent of Sherrard & Roe, PLC (included in Exhibit 8.2)....
*23.6 -- Consent of Private Corrections Project Center for Studies in
Crimonology and Law -- University of Florida at Gainesville
*24 -- Power of Attorney (included in the signature pages).........
*27 -- Financial Data Schedule.....................................
</TABLE>
- ---------------
* Previously filed
** Filed herewith
