<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JUNE 29, 1998
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)
MARYLAND 62-1689525
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
10 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
(Address, including Zip Code of
Registrants' Principal Executive Offices)
CORRECTIONS CORPORATION OF AMERICA
(EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
TENNESSEE 62-1156308
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
10 Burton Hills Boulevard
Nashville, Tennessee 37215
(Address, including Zip Code of
Co-Registrant's Principal Executive Offices)
------------------------------
CCA PRISON REALTY TRUST
NON-EMPLOYEE TRUSTEES' COMPENSATION PLAN
(Full title of the plan)
------------------------------
Copy to:
J. Michael Quinlan Elizabeth E. Moore, Esq.
Chief Executive Officer Stokes & Bartholomew, P.A.
CCA PRISON REALTY TRUST 424 Church Street; Suite 2800
10 Burton Hills Boulevard, Suite 100 Nashville, Tennessee 37219
Nashville, Tennessee 37215 (615) 259-1450
(615) 263-0212
(Name, address and telephone number,
including area code, of agent for service)
------------------------------
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.... 50,000 $30.00 $1,500,000 $442.50
- ---------------------------------------------------------------------------------------------------------------------
</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 JUNE 24,
1998.
<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") and Corrections Corporation of America ("CCA") with
the Securities and Exchange Commission (the "Commission") pursuant to 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, $.01 par value
(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 Annual Report on Form 10-K, for the fiscal year
ended December 31, 1997, filed with the Commission pursuant to
Section 13(a) of the Exchange Act; and
(3) CCA's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1997, filed with the Commission pursuant to
Section 13(a) of the Exchange Act; and
(4) The Company's Quarterly Report on Form 10-Q, for the quarter
ended March 31, 1998, filed with the Commission pursuant to
Section 13(a) of the Exchange Act.
(5) CCA's Quarterly Report on Form 10-Q, for the quarter ended
March 31, 1998, 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 or 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.
<PAGE> 3
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Rusty L. Moore, a trustee of the Company, is the spouse of a
shareholder of Stokes & Bartholomew, P.A. and Samuel W. Bartholomew, Jr., a
director of CCA, is a shareholder of Stokes & Bartholomew, P.A.. Stokes &
Bartholomew, P.A. 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.
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, including
Articles Supplementary, (incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form S-11 filed
with the Commission on April 24, 1997 and subsequently amended
(the "Registration Statement").
4.2 By-laws (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement).
4.3 CCA Prison Realty Trust Non-Employee Trustees' Compensation
Plan.
5 Opinion of Stokes & Bartholomew, P.A., regarding the legality
of the Company's Common Shares registered hereby.
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
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.
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 offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) 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 this
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 be 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> 5
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 30th day
of June, 1998.
CCA PRISON REALTY TRUST
By: /s/ D. Robert Crants, III
--------------------------------------------
D. Robert Crants, III, President and Trustee
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 eery 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 June 30, 1998
- -------------------------- Executive Officer) and Trustee
J. Michael Quinlan
/s/ D. Robert Crants, III President and Trustee June 30, 1998
- --------------------------
D. Robert Crants, III
__________________________ Chief Operating Officer _____________
Michael W. Devlin and Trustee
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Doctor R. Crants Chairman; Trustee June 30, 1998
- --------------------------
Doctor R. Crants
/s/ Vida H. Carroll Chief Financial Officer (Principal June 30, 1998
- -------------------------- Financial and Accounting Officer)
Vida H. Carroll
/s/ C. Ray Bell Trustee June 30, 1998
- --------------------------
C. Ray Bell
/s/ Richard W. Cardin Trustee June 30, 1998
- --------------------------
Richard W. Cardin
/s/ Monroe J. Carell, Jr. Trustee June 30, 1998
- --------------------------
Monroe J. Carell, Jr.
__________________________ Trustee _____________
John W Eakin, Jr.
/s/ Ted Feldman Trustee June 30, 1998
- --------------------------
Ted Feldman
__________________________ Trustee _____________
Jackson W. Moore
/s/ Rusty L. Moore Trustee June 30, 1998
- --------------------------
Rusty L. Moore
/s/ Joseph V. Russell Trustee June 30, 1998
- --------------------------
Joseph V. Russell
/s/ Charles W. Thomas, Ph.D. Trustee June 30, 1998
- ---------------------------
Charles W. Thomas, Ph.D.
</TABLE>
<PAGE> 7
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 30th day of June, 1998.
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 eery 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 June 30, 1998
- -------------------------- Executive Officer; President
Doctor R. Crants and Director (Principal
Executive Officer)
/s/ Darrell K. Massengale Vice President, Finance; Chief June 30, 1998
- -------------------------- Financial Officer; and Secretary
Darrell K. Massengale (Principal Financial Officer)
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ Thomas W. Beasley Chairman Emeritus and Director June 30, 1998
- -----------------------------
Thomas W. Beasley
_____________________________ Director _____________
Joseph F. Johnson
/s/ Lucius E. Burch, III Director June 30, 1998
- -----------------------------
Lucius E. Burch, III
_____________________________ Director _____________
R. Clayton McWhorter
/s/ Samuel W. Bartholomew, Jr. Director June 30, 1998
- ------------------------------
Samuel W. Bartholomew, Jr.
______________________________ Director _____________
Jean-Pierre Cuny
</TABLE>
<PAGE> 1
EXHIBIT 4.3
CCA PRISON REALTY TRUST
NON-EMPLOYEE TRUSTEES' COMPENSATION PLAN
RECITALS
WHEREAS, CCA Prison Realty Trust (the "Company") pays its Non-Employee
Trustees (as hereinafter defined) an Annual Retainer (as hereinafter defined)
and Meeting Fees (as hereinafter defined) as partial compensation for their
services as trustees of the Company;
WHEREAS, the Board of Trustees of the Company has determined it is in
the Company's best interest to encourage equity ownership in the Company by
Non-Employee Trustees and to provide them with a further incentive to remain as
trustees of the Company by allowing them to elect to receive between 50 and 100
percent of each of their Annual Retainer and Meeting Fees in Common Shares (as
hereinafter defined); and
WHEREAS, the terms and conditions under which such Non-Employee
Trustees may elect to receive such Common Shares are set forth herein.
I. PLAN ADMINISTRATION AND ELIGIBILITY.
A. PURPOSE OF THE PLAN.
The purpose of this Non-Employee Trustees' Compensation Plan (the
"Plan") is to encourage equity ownership in the Company by Non-Employee Trustees
whose continued services are considered essential to the Company's continued
progress and thus to provide them with a further incentive to remain as trustees
of the Company.
B. ADMINISTRATION OF THE PLAN.
The Board of Trustees of the Company (the "Board") or any committee of
the Board (the "Committee") that will satisfy Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations
promulgated thereunder, as from time to time may be in effect, including any
successor rule ("Rule 16b-3"), shall supervise and administer the Plan. The
Committee, if such is created, shall consist solely of two or more "non-employee
trustees," each of whom shall be appointed by the Board. For purposes of
determining who may serve on the Committee only, a member of the Board shall be
deemed to be a "non-employee trustee" only if he satisfies such requirements as
the Securities and Exchange Commission may establish for "non-employee
directors" under Rule 16b-3. Members of the Board or the Committee, if such is
created, shall receive no additional compensation for their services in
connection with the administration of the Plan.
The Board or the Committee, if such is created, may adopt such rules or
guidelines as they deem appropriate to implement the Plan. All questions of
interpretation of the Plan or of any shares issued under it shall be determined
by the Board or the Committee, if such is created, and such determination shall
be final and binding upon all persons having an interest in the Plan. Any or all
powers and
<PAGE> 2
discretion vested in the Board or the Committee, if such is created, under this
Plan may be exercised by any subcommittee so authorized by the Board or the
Committee, if such is created, that satisfies the requirements of Rule 16b-3.
C. PARTICIPATION IN THE PLAN.
Each member of the Board who is not an employee of the Company or
Corrections Corporation of America or any of their subsidiaries or affiliates
(each, a "Non-Employee Trustee" or collectively, the "Non-Employee Trustees"),
shall be eligible to elect to receive up to 100 percent of each of his Annual
Retainer and Meeting Fees in Common Shares, pursuant to the terms and conditions
of the Plan; provided, however, that no Non-Employee Trustee shall be allowed to
request that less than 50% of such trustee's Annual Retainer or Meeting Fees be
received in Common Shares.
D. SHARES SUBJECT TO THE PLAN.
The maximum number of shares of the Company's common shares, $0.01 par
value per share (the "Common Shares"),which may be issued under the Plan shall
be 50,000. The limitation on the number of Common Shares which may be issued
under the Plan shall be subject to adjustment as provided in Section III(C) of
the Plan.
II. Terms of the Plan.
A. EFFECTIVE DATE OF THE PLAN.
The Plan shall take effect on the date of adoption by the shareholders
of the Company and shall terminate only upon action by the Board.
B. TIME FOR ISSUING SHARES.
No payments shall be made in Common Shares pursuant to the Plan after
the date the Plan is terminated. The applicable terms of this Plan, and any
terms and conditions applicable to the Common Shares issued prior to such date,
shall survive the termination of the Plan and continue to apply to such Common
Shares.
C. TERMS AND CONDITIONS OF THE PLAN.
I. COMPENSATION ALTERNATIVES.
Commencing on the date on which the Board authorizes this Plan through
December 31, 1997, a Non-Employee Trustee may make one election to receive up to
100 percent of each of his Annual Retainer and Meeting Fees, earned from the
date of the Company's formation on April 23, 1997 through the date of the
Company's 1998 Annual Meeting of Shareholders (the "1998 Annual Meeting"), in
Common Shares. Such election must be in writing and shall be delivered to the
Corporate Secretary of the Company no later than December 31, 1997. This
election shall be irrevocable and shall specify the applicable percentage of
each of the Annual Retainer and Meeting Fees that such participant wishes to
receive in Common Shares; provided however, that no Non-Employee Trustee shall
be allowed to request that less than 50% of such trustee's Annual Retainer or
Meeting Fees be received in Common Shares. Payments for the Annual Retainer and
all Meeting Fees pursuant to this paragraph, whether payable in cash or in
Common Shares, will be made on July 1, 1998; provided, however, that should a
<PAGE> 3
Non-Employee Trustee fail to make an election by December 31, 1997 as provided
in this paragraph, the Annual Retainer and all Meeting Fees payable to such
trustee pursuant to this paragraph shall be paid in cash on June 30, 1998.
For all subsequent periods, a Non-Employee Trustee may make one
election (the "Annual Election") for the period from one Annual Meeting of the
Company's shareholders (an "Annual Meeting") to the next Annual Meeting (the
"Election Period") to receive up to 100 percent of each of his Annual Retainer
and Meeting Fees in Common Shares. The Annual Election must be in writing and
shall be delivered to the Corporate Secretary of the Company not later than the
last day of the calendar year prior to the year in which the applicable Election
Period begins. (Non-Employee Trustees who are initially elected as a trustee
during an Election Period shall have thirty days from the date of their election
as trustee to make their Annual Election for their initial Election Period.) The
Annual Election shall be irrevocable with respect to the Election Period for
which it pertains and shall specify the applicable percentage of each of the
Annual Retainer and Meeting Fees that such Non-Employee Trustee wishes to
receive in Common Shares; provided however, that no Non-Employee Trustee shall
be allowed to request that less than 50% of such trustee's Annual Retainer or
Meeting Fees be received in Common Shares. If a Non-Employee Trustee fails to
make a timely Annual Election for any Election Period in accordance herewith,
the Annual Retainer and all Meeting Fees payable to such trustee for such period
shall be paid in cash on the Payment Dates (as hereinafter defined).
II. PAYMENT OF SHARES.
Payment of the Annual Retainer and Meeting Fees, whether in the form
of Common Shares or in cash, pursuant to this Plan, shall be made as follows:
(a) The amount of each Non-Employee Trustee's Annual Retainer
to be paid in Common Shares, if any, and the amount to be paid
in cash, if any, shall be prorated and paid quarterly, in
equal amounts, on the Payment Dates (i.e., if the Annual
Retainer for trustees is $12,000 for a given Election Period,
a participating trustee will be paid $3,000 in a combination
of cash and/or Common Shares in accordance with such trustee's
Annual Election on June 30, September 30, December 31 and
March 31). For any quarter in which a Non-Employee Trustee
serves less than the entire quarter, payments due hereunder
shall be prorated according to the length of time served
during the quarterly period to which such payment due
corresponds.
(b) Unless otherwise specified by resolution of the Board of
Trustees, any compensation to be paid in Common Shares, if
any, or in cash, if any, for Meeting Fees (other than for
reimbursement of reasonable expenses) shall be made on or as
of the Payment Date next succeeding the date on which such
Meeting Fees have been earned or are otherwise payable or
issuable.
(c) The number of Common Shares to be issued in payment of
retainers and fees that have been denominated in dollars shall
be calculated on the basis of the Fair Market Value (as
hereinafter defined) on the first Business Day preceding the
Payment Date as of which such Common Shares are to be issued.
<PAGE> 4
III. FORM OF ISSUANCE OF SHARES.
Common Shares issued under the Plan shall be in either book entry form
or in certificate form pursuant to the instructions given by the Non-Employee
Trustee to the Company's transfer agent.
IV. FRACTIONS OF SHARES.
The Company shall not issue fractions of Common Shares. Whenever, under
the terms of the Plan, a fractional Common Share would otherwise be required to
be issued, the Non-Employee Trustee shall be paid in cash for such fractional
Common Share based upon the same Fair Market Value which was utilized to
determine the number of Common Shares to be issued on the Payment Date.
V. BENEFIT UPON DEATH.
In the event of a Non-Employee Trustee's death, any and all unpaid
Annual Retainer and/or Meeting Fees will be paid in accordance with such
Non-Employee Trustee's then current Annual Election to his estate and such
person's payments will be transferable by will or pursuant to laws of descent
and distribution applicable to such person.
III. GENERAL PROVISIONS.
A. ASSIGNMENTS.
The rights and benefits accruing to the Company's Non-Employee Trustees
under this Plan may not be assigned by any such trustee.
B. LIMITATION OF RIGHTS.
Neither the Plan, nor the issuance of any Common Shares nor any other
action taken pursuant to the Plan, shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company will retain a
trustee for any period of time, or at any particular rate of compensation.
C. SHARE ADJUSTMENT.
In the event of any merger, consolidation, reorganization,
recapitalization, share dividend, share split, or other change in the corporate
structure or capitalization affecting the Company's Common Shares, at the time
of such event the Board or the Committee, if such is created, shall make
appropriate adjustments to the number (including the aggregate numbers specified
in Section I (D) above) and kind of shares to be issued under the Plan.
<PAGE> 5
D. AMENDMENT OF THE PLAN.
The Board shall have the right to amend, modify, suspend or terminate
the Plan at any time for any purpose; provided, that following the initial
approval of the Plan by the Company's shareholders, the Company will seek
shareholder approval for any change to the extent required by applicable law,
regulation or rule or any rule or regulation of the New York Stock Exchange (or
any other applicable national stock exchange).
E. DEFINITIONS.
"Annual Retainer" shall mean the amount of cash compensation to which a
Non-Employee Trustee will be entitled to receive for serving as a trustee for
one Election Period, but shall not include reimbursement for expenses, Meeting
Fees, fees associated with service on any committee of the Board or fees with
respect to any other services to be provided to the Company.
"Business Day" shall mean, if relevant to a determination of the value
of Common Shares, a day on which shares of Common Shares are or could be traded
on the New York Stock Exchange (or other national stock exchange, or if not so
listed, could be traded over-the-counter). In all other cases, the term shall
mean a day on which the offices of the Company are open for the conduct of
business in the normal course.
"Fair Market Value" shall be the mean of the highest and lowest selling
prices for the Common Shares on the New York Stock Exchange on the date in
question, as reported in The Wall Street Journal, or if no sales of Common
Shares were made on that date, the mean of the highest and lowest prices of the
Common Shares on the first preceding day on which sales were made.
"Meeting Fees" shall mean the amount to which a Non-Employee Trustee
will be entitled to receive for attending meetings, whether annual or special,
of the Board and of any committee of the Board on which the Non-Employee Trustee
serves, or for any other fees to be paid to the members of the Board, but shall
not include reimbursement for expenses.
"Payment Date" shall mean June 30, September 30, December 31 and March
31 of any Election Period or if any such day is not a Business Day, on the first
Business Day following such day.
F. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT.
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3. If any provision of this Plan is found not to be in compliance with
such rule (or any successor provision), the provision shall be deemed null and
void, and the remaining provisions of the Plan shall continue in full force and
effect. All transactions under this Plan shall be executed in accordance with
the requirements of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder. The Board or the Committee, if such is created, may, in
its sole discretion, modify the terms and conditions of this Plan in response to
and consistent with any changes in applicable law, rule or regulation.
G. NOTICE.
Any written notice to the Company required by any of the provisions of
this Plan shall be addressed to the Corporate Secretary of the Company and shall
become effective when it is received by the Corporate Secretary.
<PAGE> 6
H. GOVERNING LAW.
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of Maryland and construed accordingly.
<PAGE> 1
EXHIBIT 5
June 30, 1998
CCA Prison Realty Trust
10 Burton Hills Boulevard
Suite 100
Nashville, Tennessee 37215
Re: 1998 Non-Employee Trustees' Compensation Plan
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 50,000 common
shares of the Company, $0.01 par value per share (the "Shares"), to be offered
and sold pursuant to the terms of the CCA Prison Realty Trust 1998 Non-Employee
Trustees' Compensation 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 including Articles
Supplementary, (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
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.
<PAGE> 2
CCA Prison Realty Trust
June 29, 1998
Page 2
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.
-------------------------------
<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 January 9, 1998
relating to the financial statements of CCA Prison Realty Trust included in CCA
Prison Realty Trust's Form 1O-K for the year ended December 31, 1997 and to
all references to our Firm included in or incorporated by reference in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
-------------------------------
Nashville, Tennessee
June 26, 1998
<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 16, 1998
relating to the financial statements of Corrections Corporation of America's
Form 10-K for the year ended December 31, 1997 and to all references to our Firm
included in or incorporated by reference in this registration statement.
/s/ ARTHUR ANDERSEN LLP
------------------------------
Nashville, Tennessee
June 26, 1998
