<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1998
REGISTRATION NOS. 333-43935 AND 333-43935-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
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>
<C> <C>
10 BURTON HILLS BOULEVARD J. MICHAEL QUINLAN
SUITE 100 CHIEF EXECUTIVE OFFICER
NASHVILLE, TENNESSEE 37215 10 BURTON HILLS BOULEVARD
(615) 263-0200 NASHVILLE, TENNESSEE 37215
(Address of Principal Executive Offices of (615) 263-0200
Registrant) (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>
<C> <C>
10 BURTON HILLS BOULEVARD DOCTOR R. CRANTS
NASHVILLE, TENNESSEE 37215 CHIEF EXECUTIVE OFFICER
(615) 263-3000 10 BURTON HILLS BOULEVARD
(Address of Principal Executive Offices of NASHVILLE, TENNESSEE 37215
Co-Registrant) (615) 263-3000
(Name and Address of Agent for Service for
Co-Registrant)
</TABLE>
---------------------
<TABLE>
<S> <C>
COPIES TO:
ELIZABETH E. MOORE F. MITCHELL WALKER, JR.
STOKES & BARTHOLOMEW, P.A. BASS, BERRY & SIMS PLC
SUNTRUST CENTER FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37219 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. [X] 333-43935
and 333-43935-01
If this form is a post-effective amendment 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 this form is a post-effective amendment pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
PROPOSED MAXIMUM PROPOSED AMOUNT OF
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Preferred Shares, $0.01 Par Value
Per Share................................ 575,000 $25.00 $14,375,000 $4,241
==============================================================================================================================
</TABLE>
(1) Includes 75,000 Series A Preferred Shares which the Underwriters have an
option to purchase from the Company to cover over-allotments, if any.
(2) Based upon the actual offering price before underwriting discounts and
commissions.
================================================================================
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instructions G and IV of Form S-11 and Form S-3, respectively, all of
which have been promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). The contents of Registration Statement Nos. 333-43935 and
333-43935-01, declared effective by the Securities and Exchange Commission on
January 26, 1998, including any prospectuses and prospectus supplements filed
pursuant thereto in accordance with Rule 424 promulgated under the Securities
Act, are incorporated herein by reference.
UNDERTAKING
The Registrant hereby undertakes and agrees to pay the registration fee for
the securities registered hereunder within twenty-four (24) hours of the filing
of this Registration Statement. It will give irrevocable wiring instructions to
its bank at the opening of business on Tuesday, January 27, 1998 to wire the
registration fee to the Commission immediately. Registrant has sufficient funds
in its account to cover the amount of the filing fee.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <C> <S>
1 -- Form of Underwriting Agreement. (Filed as Exhibit 1 to the
Registrant's Registration Statement on Form S-11 (File No.
333-43935) and incorporated herein by reference).
4.1 -- Specimen Certificate of Series A Preferred Shares.
5.1 -- Opinion of Stokes & Bartholomew, P.A., regarding the
validity of the Series A Preferred Shares being offered
hereby.
5.2 -- Opinion of Miles & Stockbridge P.C., regarding the validity
of the Series A Preferred Shares being offered hereby.
23.1 -- Consent of Stokes & Bartholomew, P.A. (included in Exhibit
5.1).
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 P.C. (included in Exhibit
5.2).
24 -- Powers of Attorney (included on signature pages of
Registrant's Registration Statement on Form S-11 (File No.
333-43935) and the Co-Registrant's Registration Statement on
Form S-3 (File No. 333-43935-01) and incorporated herein by
reference).
</TABLE>
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly approved, in the City of Nashville, State of
Tennessee, on the 26th day of January, 1998.
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
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>
/s/ DOCTOR R. CRANTS Chairman and Trustee January 26, 1998
- -----------------------------------------------------
Doctor R. Crants
/s/ J. MICHAEL QUINLAN Chief Executive Officer January 26, 1998
- ----------------------------------------------------- (Principal Executive Officer)
J. Michael Quinlan and Trustee
/s/ D. ROBERT CRANTS, III President and Trustee January 26, 1998
- -----------------------------------------------------
D. Robert Crants, III
/s/ MICHAEL W. DEVLIN Chief Operating Officer January 26, 1998
- ----------------------------------------------------- and Trustee
Michael W. Devlin
/s/ VIDA H. CARROLL Chief Financial Officer January 26, 1998
- ----------------------------------------------------- (Principal Financial and
Vida H. Carroll Accounting Officer)
* Trustee January 26, 1998
- -----------------------------------------------------
C. Ray Bell
* Trustee January 26, 1998
- -----------------------------------------------------
Richard W. Cardin
* Trustee January 26, 1998
- -----------------------------------------------------
Monroe J. Carell, Jr.
* Trustee January 26, 1998
- -----------------------------------------------------
John W. Eakin, Jr.
* Trustee January 26, 1998
- -----------------------------------------------------
Ted Feldman
* Trustee January 26, 1998
- -----------------------------------------------------
Jackson W. Moore
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
Trustee January 26, 1998
*
- -----------------------------------------------------
Rusty L. Moore
* Trustee January 26, 1998
- -----------------------------------------------------
Joseph V. Russell
* Trustee January 26, 1998
- -----------------------------------------------------
Charles W. Thomas, Ph.D.
*By: /s/ D. ROBERT CRANTS, III January 26, 1998
-------------------------------------------------
D. Robert Crants,
Attorney-in-fact
</TABLE>
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Corrections
Corporation of America 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 the 26th day of January, 1998.
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
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>
/s/ DOCTOR R. CRANTS Chairman of the Board; January 26, 1998
- ----------------------------------------------------- President, Chief Executive
Doctor R. Crants Officer; and Director
(Principal Executive
Officer)
/s/ DARRELL K. MASSENGALE Vice President, Finance; Chief January 26, 1998
- ----------------------------------------------------- Financial Officer, Secretary
Darrell K. Massengale and Treasurer (Principal
Financial and Accounting
Officer)
* Chairman Emeritus and Director January 26, 1998
- -----------------------------------------------------
Thomas W. Beasley
* Director January 26, 1998
- -----------------------------------------------------
Joseph F. Johnson
* Director January 26, 1998
- -----------------------------------------------------
William F. Andrews
* Director January 26, 1998
- -----------------------------------------------------
R. Clayton McWhorter
* Director January 26, 1998
- -----------------------------------------------------
Jean-Pierre Cuny
* Director January 26, 1998
- -----------------------------------------------------
Samuel W. Bartholomew, Jr.
*By: /s/ DARRELL K. MASSENGALE January 26, 1998
-------------------------------------------------
Darrell K. Massengale,
Attorney-in-fact
</TABLE>
II-4
<PAGE> 1
Exhibit 4.1
8.0% SERIES A CUMULATIVE 8.0% SERIES A CUMULATIVE
PREFERRED SHARES PREFERRED SHARES
$25 PER SHARE $25 PER SHARE
LIQUIDATION PREFERENCE LIQUIDATION PREFERENCE
FORMED UNDER THE LAWS
OF THE STATE OF MARYLAND
NUMBER SHARES
PZNA
THIS CERTIFICATE IS TRANSFERABLE CUSIP 12486R 20 7
IN NEW YORK, NEW YORK SEE REVERSE FOR
OR BOSTON, MASSACHUSETTS CERTAIN DEFINITIONS
CCA PRISON REALTY TRUST
THIS CERTIFIES THAT
IS THE REGISTERED HOLDER OF
FULLY-PAID AND NON-ASSESSABLE 8.0% SERIES A CUMULATIVE PREFERRED SHARES, $25 PER
SHARE LIQUIDATION PREFERENCE, PAR VALUE $.01 PER SHARE, OF
CCA Prison Realty Trust transferable on the books of the Company by the holder
hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.
In Witness Whereof, the Company has caused the facsimile signatures of its duly
authorized officers and the facsimile of its seal to be printed hereon.
[SEAL]
Dated:
COUNTERSIGNED AND REGISTERED:
BANKBOSTON, N.A.
TRANSFER AGENT
AND REGISTRAR,
/s/ Vida H. Carroll
CHIEF FINANCIAL
BY OFFICER, SECRETARY /s/ D. Robert Crants, III
AUTHORIZED SIGNATURE AND TREASURER PRESIDENT
<PAGE> 2
CCA PRISON REALTY TRUST
The securities represented by this certificate are subject to
restrictions on transfer as set forth in the Declaration of Trust of the
Company. No Person may (i) Beneficially Own or Constructively Own Common Shares
in excess of 9.8% of the number of outstanding Common Shares, (ii) Beneficially
Own or Constructively Own Preferred Shares in excess of 9.8% of the number of
outstanding Preferred Shares, (iii) Beneficially Own Equity Shares that would
result in the Trust being "closely held" under Section 856(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), or (iv) Constructively Own
Equity Shares that would cause the Trust to Constructively Own 10% or more of
the ownership interests in a tenant of the Trust's real property, within the
meaning of Sections 856(d)(2)(8) of the Code. Any Person who attempts to
Beneficially Own or Constructively Own shares of Equity Shares in excess of the
above limitations must immediately notify the Trust in writing. If the
restrictions above are violated, the Equity Shares represented hereby will be
transferred automatically and by operation of law to a Share Trust and shall be
designated Shares-in-Trust. All capitalized terms in this legend have the
meanings defined in the Company's Declaration of Trust, as the same may be
further amended from time to time, a copy of which, including the restrictions
on transfer, will be sent without charge to each shareholder who so requests.
THE COMPANY HAS THE AUTHORITY TO ISSUE SHARES OF MORE THAN ONE CLASS.
THE COMPANY WILL, ON REQUEST AND WITHOUT CHARGE, FURNISH A FULL STATEMENT OF THE
DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERM AND
CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH THE COMPANY IS
AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE COMPANY
AT ITS PRINCIPAL OFFICE.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian
TEN ENT -- as tenants by the entireties ------------- --------
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants Under Uniform Gifts to Minors
in common Act
------------------
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, ______________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------
--------------------------------------
- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- ------------------------------------------------------------------------ shares
of the 8.0% Series A Cumulative Preferred Shares represented by the within
certificate, and do hereby irrevocably constitute and appoint
___________________________________ Attorney to transfer the said stock on the
books of the within named Company with full power of substitution in the
premises.
Dated:
<TABLE>
<S> <C>
Signature:
----------------------------------------------------------------------------------------------------
Notice: The signature to this assignment must correspond with the name as written upon the face
of the certificate in every particular, without alteration or enlargement or any change whatever.
Signature guaranteed:
-----------------------------------------------------------------------------------------------------
THE SIGNATUE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Act 10.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[STOKES & BARTHOLOMEW, P.A. LETTERHEAD]
January 26, 1998
CCA Prison Realty Trust
10 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 575,000 8% Series A Cumulative Preferred Shares (the
"Preferred Shares") of CCA Prison Realty Trust, a Maryland real estate
investment trust (the "Company"), on its Registration Statement on Form S-11
(No. 333-43935) (the "Registration Statement"), we have examined such trust
records, certificates and documents as we deemed necessary for the purpose of
this opinion. In addition we have relied on that certain opinion of Miles &
Stockbridge P.C., special Maryland counsel to the Company. Based on that
examination and in such reliance, we advise you that in our opinion the
Preferred Shares have been duly and validly authorized and, when issued upon the
terms set forth in the Registration Statement, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. The opinion expressed herein is limited to the matters set forth
in this letter and no other opinion should be inferred beyond the matter
expressly stated.
Very truly yours,
Stokes & Bartholomew, P.A.
/s/ Stokes & Bartholomew, P.A.
---------------------------------
<PAGE> 1
EXHIBIT 5.2
[MILES & STOCKBRIDGE LETTERHEAD]
January 26, 1998
CCA Prison Realty Trust
10 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 575,000 8% Series A Cumulative Preferred Shares (the
"Preferred Shares") of CCA Prison Realty Trust, a Maryland real estate
investment trust, on its Registration Statement on Form S-11 (No. 333-43935)
(the "Registration Statement"), we have examined such trust records,
certificates and documents as we deemed necessary for the purpose of this
opinion. Based on that examination, we advise you that in our opinion the
Preferred Shares have been duly and validly authorized and, when issued upon the
terms set forth in the Registration Statement, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. Additionally, we understand that Stokes & Bartholomew, P.A. will
rely on our opinion in giving its opinion letter to you on the date hereof and
we consent to that reliance. The opinion expressed herein is limited to the
matters set forth in this letter and no other opinion should be inferred beyond
the matter expressly stated.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ J.W. Thompson Webb
----------------------
Principal
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 18, 1997, relating to the consolidated financial statements of
Corrections Corporation of America and Subsidiaries as of December 31, 1996 and
1995 and for each of the three years ending December 31, 1996 and to all
references to our Firm included in or incorporated by reference in this
registration statement as may be amended.
/s/ ARTHUR ANDERSEN LLP
----------------------
ARTHUR ANDERSEN LLP
Nashville, Tennessee
January 23, 1998
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated January 9, 1998, relating to the consolidated financial statements of CCA
Prison Realty Trust as of December 31, 1997 and for the period from July 18,
1997 to December 31, 1997 and to all references to our Firm included in this
registration statement as may be amended.
/s/ Arthur Andersen
----------------------
ARTHUR ANDERSEN LLP
Nashville, Tennessee
January 23, 1998
