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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 30, 1998
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Corrections Corporation of America
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(Exact name of registrant as specified in its Charter)
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Tennessee 1-13560 62-1156308
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
organization)
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10 Burton Hills Boulevard
Nashville, Tennessee 37215
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 263-3000
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 29, 1998, Corrections Corporation of America, a Tennessee
corporation ("CCA"), CCA Prison Realty Trust, a Maryland real estate investment
trust ("Prison Realty"), and Prison Realty Corporation, a newly formed Maryland
corporation ("New Prison Realty"), entered into an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement"), whereby CCA will be
merged into New Prison Realty, with New Prison Realty as the surviving company,
and then Prison Realty will be merged into New Prison Realty, with New Prison
Realty as the surviving company (collectively, the "Merger"). Pursuant to the
Merger Agreement, in the Merger (i) holders of CCA common stock, $1.00 par value
per share (the "CCA Common Stock"), will obtain the right to receive 0.875 share
of New Prison Realty common stock, $0.01 par value per share (the "New Prison
Realty Common Stock"), for each share of CCA Common Stock they hold; (ii)
holders of common shares of Prison Realty, $0.01 par value per share (the
"Prison Realty Common Shares"), will receive 1.0 share of New Prison Realty
Common Stock for each Prison Realty Common Share they hold; and (iii) holders of
the 8.0% Series A Cumulative Preferred Shares of Prison Realty, $0.01 par value
per share (the "Prison Realty Series A Preferred Shares"), will receive 1.0
share of New Prison Realty 8.0% Series A Cumulative Preferred Stock, $0.01 par
value per share, for each Prison Realty Series A Preferred Share they hold.
On September 30, 1998, New Prison Realty filed a Registration Statement
on Form S-4 (the "Registration Statement on Form S-4") with respect to the
Merger, which contains the Joint Proxy Statement of Prison Realty and CCA.
Prison Realty hereby incorporates herein by reference the following sections of
the Registration Statement on Form S-4:
(i) Material Risk Factors;
(ii) The Merger;
(iii) The Merger Agreement;
(iv) Management and Operations of New Prison Realty After the
Merger;
(v) Conflicts of Interest;
(vi) Material Federal Income Tax Consequences;
(vii) New Prison Realty Capital Stock; and
(viii) Comparison of Rights of Shareholders of CCA and
Stockholders of New Prison Realty.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
CCA and Prison Realty have entered into the Merger Agreement,
whereby both companies are merging with and into New Prison Realty.
Accordingly, Prison Realty's unaudited condensed consolidated
financial statements for the six month period ended June 30, 1998
are incorporated herein by reference to Prison Realty's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998, and Prison
Realty's audited consolidated financial statements for the period
from July 18, 1997 to December 31, 1997 are incorporated herein by
reference to Prison Realty's Annual Report on Form 10-K for the
year ended December 31, 1997.
(b) PRO FORMA FINANCIAL INFORMATION.
The following financial statements are incorporated herein by
reference to the Registration Statement on Form S-4:
(i) Pro Forma Combined Balance Sheet of Prison Realty
Corporation as of June 30, 1998;
(ii) Pro Forma Combined Statement of Operations of Prison Realty
Corporation for the Year Ended December 31, 1997; and
(iii) Pro Forma Combined Statement of Operations of Prison Realty
Corporation for the Six Months Ended June 30, 1998.
(c) EXHIBITS.
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Exhibit No. Exhibit
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
September 29, 1998, by and among Corrections Corporation of
America, CCA Prison Realty Trust and Prison Realty Corporation,
(incorporated by reference to Exhibit 2.1 to Prison Realty
Corporation's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on September 30, 1998).
23.1 Consent of Arthur Andersen LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORRECTIONS CORPORATION OF AMERICA
Date: September 29, 1998 /s/ Doctor R. Crants
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Name: Doctor R. Crants
Title: Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Exhibit
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
September 29, 1998, by and among Corrections Corporation of
America, CCA Prison Realty Trust and Prison Realty Corporation
(incorporated by reference to Exhibit 2.1 to Prison Realty
Corporation's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on September 30, 1998).
23.1 Consent of Arthur Andersen LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report relating to the financial statements of CCA Prison Realty Trust
incorporated by reference in this periodic report on Form 8-K of Corrections
Corporation of America into Corrections Corporation of America's previously
filed Registration Statement File Numbers 33-12503, 33-30825, 33-30826,
33-42068, 33-42614, 33-61173, 333-31711-01, 333-31743-01, 333-45193,
333-58339-01, 333-59155, and 333-63475-01.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
September 28, 1998
