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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CCA Prison Realty Trust
-------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------
(Title of Class of Securities)
12486R108
-----------------------------------------
(CUSIP Number)
Stuart B. Panish c/o Zweig-DiMenna Associates LLC, 900 Third Avenue
New York, New York 10022 (212) 451-1100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 17, 1997
-------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 12486R108
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zweig-DiMenna Special Opportunities, L.P.
Zweig-DiMenna Partners, L.P.
Zweig-DiMenna International Limited
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account
Gotham Advisors, Inc., on behalf of a discretionary account
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Zweig-DiMenna Special Opportunities, L.P. - Delaware
Zweig-DiMenna Partners, L.P. - New York
Zweig-DiMenna International Limited - British Virgin Islands
Zweig-DiMenna International Managers, Inc. - Delaware
Gotham Advisors, Inc. - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
Zweig-DiMenna Special Opportunities, L.P.-162,500
Zweig-DiMenna International Limited-596,300
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-116,400
Zweig-DiMenna Partners, L.P.-265,100
Gotham Advisors, Inc., on behalf of a discretionary account-73,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Special Opportunities, L.P.-162,500
Zweig-DiMenna International Limited-596,300
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-116,400
Zweig-DiMenna Partners, L.P.-265,100
Gotham Advisors, Inc., on behalf of a discretionary account-73,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Special Opportunities, L.P.-162,500
Zweig-DiMenna International Limited-596,300
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-116,400
Zweig-DiMenna Partners, L.P.-265,100
Gotham Advisors, Inc., on behalf of a discretionary account-73,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total-5.6%
Zweig-DiMenna Special Opportunities, L.P.-0.8%
Zweig-DiMenna International Limited-2.8%
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-0.5%
Zweig-DiMenna Partners, L.P.-1.2%
Gotham Advisors, Inc., on behalf of a discretionary account-0.3%
14 TYPE OF REPORTING PERSON*
Zweig-DiMenna Special Opportunities, L.P. - PN
Zweig-DiMenna Partners, L.P. - PN
Zweig-DiMenna International Limited - CO
Zweig-DiMenna International Managers, Inc. - CO
Gotham Advisors, Inc. - CO
<PAGE>
SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
CCA Prison Realty Trust
2200 Abbott Martin Road, Suite 201
Nashville, Tennessee 37215
Common Stock, par value $0.01 per share.
ITEM 2 IDENTITY AND BACKGROUND
A. Zweig-DiMenna Special Opportunities, L.P.
Zweig-DiMenna Special Opportunities, L.P., a Delaware limited partnership,
is a private investment partnership which seeks appreciation of the
Partnership's assets for the benefit of its partners. The address of its
principal business and its principal office is 900 Third Avenue, New York, New
York 10022. The following information is provided as to each general partner of
Zweig-DiMenna Special Opportunities, L.P.:
1. Zweig-DiMenna Associates LLC, a New York limited liability company, is
the managing general partner of Zweig-DiMenna Special Opportunities, L.P. Its
principal business and office address is 900 Third Avenue, New York, New York
10022. Its managing directors are Martin E. Zweig and Joseph A. DiMenna, and
its principals are Brenda M. Earl, Carol R. Whitehead and Jeffrey R. Perry. Dr.
Zweig, Mr. DiMenna, Ms. Earl, Ms. Whitehead and Mr. Perry are the sole members
of Zweig-DiMenna Associates LLC. The following information is provided as to
each of the above mentioned managing directors and principals.
i) a) Name - Martin E. Zweig.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Dr. Zweig is Chairman of the
Board and President of The Zweig Fund, Inc. and The Zweig Total Return Fund,
Inc., each of which is a New York Stock Exchange listed investment company. He
is also President of Zweig Advisors Inc., Zweig Total Return Advisors, Inc.,
Gotham Advisors, Inc., Zweig Associates, Inc., Zweig-DiMenna International
Managers, Inc. and Zweig Securities Advisory Service, Inc. He is Chairman of
Euclid Advisors LLC. He is President of the Zweig Series Trust mutual fund and
Chairman of Zweig/Glaser Advisers, the investment manager of the Zweig Series
Trust. Dr. Zweig is a Managing Director of the Managing General Partner of
Zweig-DiMenna Partners, L.P. and Zweig-DiMenna Special Opportunities, L.P., each
of which is an investment partnership. The business address of the principal
entities referred to above is 900 Third Avenue, New York, New York 10022.
d) Dr. Zweig is a citizen of the United States.
<PAGE>
ii) a) Name - Joseph A. DiMenna.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. DiMenna is a Managing
Director of the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Executive Vice President and
Treasurer of Zweig Associates, Inc., Executive Vice President of Zweig-DiMenna
International Managers, Inc. and Vice President of Gotham Advisors, Inc. The
business address of the principal entities referred to above is 900 Third
Avenue, New York, New York 10022.
d) Mr. DiMenna is a citizen of the United States.
iii) a) Name - Brenda M. Earl.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Earl is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and Zweig-DiMenna
Special Opportunities, L.P., Vice President - Research of Zweig Associates,
Inc., and Vice President - Research of Zweig-DiMenna International Managers,
Inc. The business address of the principal entities referred to above is 900
Third Avenue, New York, New York 10022.
d) Ms. Earl is a citizen of the United States.
iv) a) Name - Carol R. Whitehead.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Whitehead is a Principal
of the Managing General Partner of Zweig-DiMenna Partners, L.P. and Zweig-
DiMenna Special Opportunities, L.P., Vice President - Marketing of Zweig
Associates, Inc., and Vice President - Business Development of Zweig-DiMenna
International Managers, Inc. The business address of the principal entities
referred to above is 900 Third Avenue, New York, New York 10022.
d) Ms. Whitehead is a citizen of the United States.
v) a) Name - Jeffrey R. Perry.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
<PAGE>
c) Present Principal Occupation, etc. - Mr. Perry is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and Zweig-DiMenna
Special Opportunities, L.P., Vice President - Research of Zweig Associates,
Inc., and Vice President - Research of Zweig-DiMenna International Managers,
Inc. The business address of the principal entities referred to above is 900
Third Avenue, New York, New York 10022.
d) Mr. Perry is a citizen of the United States.
2. Zweig Associates, Inc., a New York corporation, is a general partner of
Zweig-DiMenna Special Opportunities, L.P. Its principal business and office
address is 900 Third Avenue, New York, New York 10022. Martin E. Zweig is
President, Joseph A. DiMenna is Executive Vice President, Carol R. Whitehead is
Vice President - Marketing and Brenda M. Earl and Jeffrey R. Perry is each a
Vice President - Research of Zweig Associates, Inc. Martin E. Zweig, Joseph A.
DiMenna and Carol Whitehead are the directors and shareholders of Zweig
Associates, Inc. Reference is made to Item 2.A.1, above, for information about
such individuals.
None of the above, i.e., Zweig- DiMenna Special Opportunities, L.P.,
Zweig-DiMenna Associates LLC, Zweig Associates, Inc., Martin E. Zweig, Joseph A.
DiMenna, Brenda M. Earl, Carol R. Whitehead or Jeffrey R. Perry has, during the
last five years, (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
B. Zweig-DiMenna International Limited
Zweig-DiMenna International Limited is incorporated in the Territory of the
British Virgin Islands. Its business is investing and trading primarily in U.S.
equity securities. The address of its principal business and its principal
office is Maritime House, Frederick Street, Suite 200, P.O. Box N-9932, Nassau,
Bahamas. The following information is provided as to each executive officer and
director of such corporation, each person controlling such corporation and each
executive officer and director of any corporation or other person ultimately in
control of such corporation:
1. a) Name - Cedric B. Moss, Managing Director.
b) Residence or Business Address - c/o Dominion Management Services
Limited, P.O. Box N-9932, Maritime House, Frederick Street, Nassau, Bahamas.
c) Present Principal Occupation, etc. - Mr. Moss is President of
Dominion Management Services Limited, the Administrator of Zweig-DiMenna
International Limited. The business address of the entity referred to above is
Dominion Management Services Limited, P.O. Box N-9932, Maritime House, Frederick
Street, Nassau, Bahamas.
d) Mr. Moss is a Bahamian citizen.
<PAGE>
2. a) Name - Frederick A. Mitchell, Director.
b) Residence or Business Address - P.O. Box N3928, Gwendolyn House,
Nassau, Bahamas.
c) Principal Occupation, etc. - Mr. Mitchell is a practicing attorney
in the firm Gwendolyn House in Nassau. He is a Senator in the Senate of the
Commonwealth of The Bahamas.
d) Mr. Mitchell is a Bahamian citizen.
3. a) Name - Michael D. Riegels, Director.
b) Residence or Business Address - Harney, Westwood & Riegels,
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.
c) Present Principal Occupation, etc. - Mr. Riegels is the Senior
Partner of the law firm of Harney, Westwood & Riegels.
d) Mr. Riegels is a British Dependent Territories Citizen.
4. Zweig-DiMenna International Managers, Inc. - the Investment Manager of
Zweig-DiMenna International Limited. It is incorporated under the laws of the
State of Delaware. Its principal business address and the address of its
principal office is 900 Third Avenue, New York, New York 10022. Dr. Martin E.
Zweig and Mr. Joseph A. DiMenna are the directors and principal officers, and
Ms. Carol R Whitehead is Vice President - Business Development, and Ms. Brenda
M. Earl and Mr. Jeffrey R. Perry is each a Vice President - Research, of Zweig-
DiMenna International Managers, Inc. Martin E. Zweig and Joseph A. DiMenna are
the principal stockholders of Zweig-DiMenna International Managers, Inc.
Reference is made to Item 2.A.1, above, for information about such individuals.
None of the above, i.e., Zweig-DiMenna International Limited, Cedric
B. Moss, Frederick A. Mitchell, Michael D. Riegels, or Zweig-DiMenna
International Managers, Inc. has, during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
C. Zweig-DiMenna Partners, L.P.
Zweig-DiMenna Partners, L.P., a New York limited partnership, is a private
investment partnership which seeks appreciation of the Partnership's assets for
the benefit of its partners. The address of its principal business and its
principal office is 900 Third Avenue, New York,
<PAGE>
New York 10022. The following information is provided as to each general
partner of Zweig-DiMenna Partners, L.P.:
1. Zweig-DiMenna Associates LLC is the managing general partner of Zweig-
DiMenna Partners, L.P. Reference is made to Item 2.A.1, above, for information
about Zweig-DiMenna Associates LLC and its managing directors, principals and
members.
2. Zweig Associates, Inc. is a general partner of Zweig-DiMenna Partners,
L.P. Reference is made to Item 2.A.2, above, for information about Zweig
Associates, Inc. and its directors, officers and shareholders.
None of the above, i.e., Zweig-DiMenna Partners, L.P., Zweig-DiMenna
Associates LLC, Zweig Associates, Inc., Martin E. Zweig, Joseph A. DiMenna,
Brenda M. Earl, Carol R. Whitehead or Jeffrey R. Perry has, during the last five
years, (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
D. Zweig-DiMenna International Managers, Inc.
Zweig-DiMenna International Managers, Inc., investment manager for a
foreign discretionary account. Reference is made to Item 2.B.4, above, for
information about Zweig-DiMenna International Managers, Inc. and its officers,
directors and stockholders.
None of the above, i.e., Zweig-DiMenna International Mangers, Inc., Martin
E. Zweig, Joseph A. DiMenna, Brenda M. Earl, Carol R. Whitehead or Jeffrey R.
Perry has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
E. Gotham Advisors, Inc.
Gotham Advisors, Inc., investment manager for an ERISA plan
discretionary account. It is incorporated under the laws of the State of
Delaware. Its principal business address and the address of its principal
office is 900 Third Avenue, New York, New York 10022. Dr. Martin E. Zweig is
the sole director, and Dr. Zweig and Mr. Joseph A. DiMenna are the principal
officers, of Gotham Advisors, Inc. Dr. Zweig, Mr. DiMenna and Ms. Brenda M.
Earl are the stockholders of Gotham Advisors, Inc. Reference is made to Item
2.A.1, above, for information about such individuals.
None of the above, i.e., Gotham Advisors, Inc., Martin E. Zweig, Joseph A.
DiMenna or Brenda M. Earl has, during the last five years, (i) been convicted in
a criminal proceeding
<PAGE>
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The securities of CCA Prison Reality Trust were purchased at an aggregate
cost of $34,299,366 with the investment capital of Zweig-DiMenna Special
Opportunities, L.P., Zweig-DiMenna International Limited, Zweig-DiMenna
Partners, L.P., the discretionary account managed by Zweig-DiMenna International
Managers, Inc. (the "ZDIM Account") and the discretionary account managed by
Gotham Advisors, Inc. (the "Gotham Account"). No part of the purchase price was
made up of borrowed funds or funds otherwise obtained for the purpose of
acquiring, holding, trading or voting such securities.
ITEM 4 PURPOSE OF TRANSACTION
Transactions for the purchase of shares of Common Stock (the "Shares") of
CCA Prison Realty Trust (the "Company") were executed by Zweig-DiMenna Special
Opportunities, L.P., Zweig-DiMenna International Limited, Zweig-DiMenna
Partners, L.P., the ZDIM Account and the Gotham Account (the "Investors") for
investment purposes only. The Investors continue to evaluate their ownership
and voting position in the Company and may consider the following future courses
of action: (i) continuing to hold the Shares for investment; (ii) disposing of
all or a portion of the Shares in open market sales or in privately negotiated
transactions; or (iii) acquiring additional shares of common stock in the open
market or in privately negotiated transactions. The Investors have not as yet
determined which of the courses of action specified in this paragraph they may
ultimately take. The Investors' future actions with regard to this investment
in the Company are dependent upon their evaluation of a variety of circumstances
affecting the Company in the future, including the market price of the Company's
common stock, the Company's prospects and their own portfolios.
Other than as described above, the Investors do not have any present plans
or proposals which relate to or would result in any of the following (although
they reserve the right to develop such plans or proposals): a) the acquisition
by any person of additional securities of the Company, or the disposition of
securities of the Company; b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; e) any material change in the present capitalization or dividend policy
of the Company; f) any other material change in the Company's business or
corporate structure; g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition or control of the Company by any person; h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities
<PAGE>
association; i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or j) any action similar to those enumerated above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
a. Aggregate number of shares beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 162,500
Zweig-DiMenna International Limited - 596,300
Zweig-DiMenna Partners, L.P. - 265,100
ZDIM Account - 116,400
Gotham Account - 73,800
Percent of class beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 0.8%
Zweig-DiMenna International Limited - 2.8%
Zweig-DiMenna Partners, L.P. - 1.2%
ZDIM Account - 0.5%
Gotham Account - 0.3%
b. Number of shares as to which there is sole power to vote:
Zweig-DiMenna Special Opportunities, L.P. - 162,500
Zweig-DiMenna International Limited - 596,300
Zweig-DiMenna Partners, L.P. - 265,100
ZDIM Account - 116,400
Gotham Account - 73,800
<PAGE>
Number of shares as to which there is shared power to vote or to
direct the vote:
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
Number of shares as to which there is sole power to dispose or to
direct the disposition:
Zweig-DiMenna Special Opportunities, L.P. - 162,500
Zweig-DiMenna International Limited - 596,300
Zweig-DiMenna Partners, L.P. - 265,100
ZDIM Account - 116,400
Gotham Account - 73,800
Number of shares as to which there is shared power to dispose or to
direct the disposition:
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
<PAGE>
c. Since August 17, 1997, Zweig-DiMenna Special Opportunities, L.P., Zweig-
DiMenna International Limited, Zweig-DiMenna Partners, L.P., the ZDIM Account
and the Gotham Account purchased or sold, as indicated, the Shares on the open
market on the following dates and at the following prices and in the following
amounts:
ZWEIG-DIMENNA SPECIAL OPPORTUNITIES, L.P.
DATE DESCRIPTION OF TRANSACTION
10/13/97 Purchased 1,500 shares at $35.1352 a share
10/17/97 Purchased 5,300 shares at $35.9988 a share
10/21/97 Purchased 3,400 shares at $35.4938 a share
10/22/97 Purchased 1,700 shares at $35.00 a share
10/23/97 Purchased 3,400 shares at $33.225 a share
10/24/97 Purchased 3,400 shares at $33.7725 a share
ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF TRANSACTION
10/13/97 Purchased 5,300 shares at $35.1352 a share
10/17/97 Purchased 30,400 shares at $35.9988 a share
10/21/97 Purchased 12,200 shares at $35.4938 a share
10/22/97 Purchased 6,300 shares at $35.00 a share
10/23/97 Purchased 12,200 shares at $33.225 a share
10/24/97 Purchased 12,200 shares at $33.7725 a share
ZWEIG-DIMENNA PARTNERS, L.P.
DATE DESCRIPTION OF TRANSACTION
10/13/97 Purchased 2,400 shares at $35.1352 a share
10/17/97 Purchased 11,400 shares at $35.9988 a share
10/21/97 Purchased 5,500 shares at $35.4938 a share
10/22/97 Purchased 2,800 shares at $35.00 a share
10/23/97 Purchased 5,500 shares at $33.225 a share
10/24/97 Purchased 5,500 shares at $33.7725 a share
ZDIM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
9/19/97 Sold 11,300 shares at $33.25 a share
10/13/97 Purchased 1,100 shares at $35.1352 a share
10/17/97 Purchased 300 shares at $35.9988 a share
10/21/97 Purchased 2,400 shares at $35.4938 a share
10/22/97 Purchased 1,200 shares at $35.00 a share
10/23/97 Purchased 2,400 shares at $33.225 a share
10/24/97 Purchased 2,400 shares at $33.7725 a share
<PAGE>
GOTHAM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
10/13/97 Purchased 700 shares at $35.1352 a share
10/17/97 Purchased 2,600 shares at $35.9988 a share
10/21/97 Purchased 1,500 shares at $35.4938 a share
10/22/97 Purchased 800 shares at $35.00 a share
10/23/97 Purchased 1,500 shares at $33.225 a share
10/24/97 Purchased 1,500 shares at $33.7725 a share
d. Not applicable.
e. Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement among Zweig-DiMenna Special Opportunities,
L.P., Zweig-DiMenna International Limited, Zweig-DiMenna Partners, L.P., Zweig-
DiMenna International Managers, Inc. and Gotham Advisors, Inc.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: October 27, 1997
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Managing Director of
Managing General Partner
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Managing Director of
Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Vice President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT AMONG INVESTORS
This Joint Filing Agreement is entered into this twenty-second day of
October, 1997 by Zweig-DiMenna International Limited, a British Virgin Islands
corporation, Zweig-DiMenna Partners, L.P., a New York limited partnership,
Zweig-DiMenna Special Opportunities, L.P., a Delaware limited partnership,
Zweig-DiMenna International Managers, Inc., a Delaware corporation, and Gotham
Advisors, Inc., a Delaware corporation, collectively the "Investors". In lieu
of filing separate statements on Schedule 13D, the Investors hereby agree to
file a joint statement on Schedule 13D pursuant to Rule 13d-1(f)(1) under the
Exchange Act of 1934 with respect to the Common Stock of CCA Prison Realty
Trust.
This Agreement shall be filed as an exhibit to the statement on Schedule
13D filed on behalf of the Investors and constitutes the Investors' consent to
file a joint Schedule 13D.
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
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Name: Joseph A. DiMenna
Title: Executive Vice President
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Managing Director of
Managing General Partner
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Managing Director of
Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Vice President
