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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.7)
Corrections Corporation of America
(formerly known as Prison Realty Trust, Inc.)
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
220256101
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(CUSIP Number)
COPY TO:
Bernard Carton Howard K. Fuguet, Esq.
Sodexho Alliance S.A. Ropes & Gray
3 avenue Newton One International Place
78180 Montigny-le-Bretonneux FRANCE Boston, MA 02110
(617) 951-7292
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the following
box [_]
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SCHEDULE 13D
CUSIP No. 220256101 Page 2 of 7 Pages
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<TABLE>
<C> <S> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sodexho Alliance S.A.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
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7. SOLE VOTING POWER
NUMBER OF 21,014,594 shares
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY ----
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 21,014,594 shares
WITH
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10. SHARED DISPOSITIVE POWER
----
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,014,594 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.77%
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14. TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
Amendment No. 7
Reference is made to the Statement on Schedule 13D originally filed with the
Securities and Exchange Commission on July 1, 1994, as amended by Amendment No.
1 filed on October 19, 1994, Amendment No. 2 filed on November 3, 1994,
Amendment No. 3 filed on July 7, 1995, Amendment No. 4 filed on August 4, 1995,
Amendment No. 5 filed on December 20, 1995, and Amendment No. 6 filed on April
18, 1996, which Statement is further amended and supplemented by this Amendment
No. 7.
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of Corrections Corporation of America, a Maryland corporation
(formerly known as Prison Realty Trust, Inc.) (the "Issuer"or "CCA"), which has
its principal executive offices at 10 Burton Hills Boulevard, Suite 100,
Nashville, Tennessee 37215.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following information:
This Statement is filed by Sodexho Alliance S.A. ("Sodexho"), a French
corporation. The principal executive offices of Sodexho are located at 3 avenue
Newton, 78180 Montigny-le-Bretonneux, France.
Sodexho, directly and through subsidiaries and affiliates, in 60 countries
provides contract food and management services, remote site management services
and leisure services, privatized correctional facilities management services,
and also engages in the issuance of service vouchers.
Information relating to the directors and executive officers of Sodexho is
contained in Exhibit A attached hereto and incorporated herein by reference.
During the last five years, neither Sodexho nor, to the best of Sodexho's
knowledge or belief, any of the persons listed in Exhibit A has, during the past
five years, (i) been convicted in a criminal proceeding (excluding traffic
violations and 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.
Page 3 of 7
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Item 3. Source and Amount of Funds or other Consideration.
Item 3 is hereby amended to add the following information:
Pursuant to a Stock Purchase Agreement dated as of September 11, 2000 by and
between Sodexho and the Issuer (formerly known as Prison Realty Trust, Inc.), on
October 1, 2000, Sodexho purchased 5,673,759 shares of the Issuer's Common Stock
in exchange for all of the shares of common stock of Corrections Corporation of
America, a Tennessee corporation ("Former CCA"), held by Sodexho. Following the
consummation of this purchase and sale, Former CCA was merged with and into a
wholly-owned subsidiary of Prison Realty Trust, Inc. (now CCA). CCA and its
wholly-owned subsidiary currently operate under the "Corrections Corporation of
America" name.
The foregoing description of the Stock Purchase Agreement is a summary only
and is qualified in its entirety by reference to Exhibit B filed with this
Statement.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following information:
Sodexho may elect to convert a portion or all of its shares of Series B
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"),
which it received by way of dividend on September 22, 2000, into shares of
Common Stock of the Issuer.
Sodexho previously owned a larger percentage of the outstanding Common Stock
of CCA and may decide to acquire additional shares or sell shares of CCA Common
Stock, depending on its continuing review of its investment in shares of Common
Stock of CCA and the matters described in Item 6 below.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to add the following information:
(a), (b) Sodexho is the beneficial owner of 21,014,594 shares of Common
Stock as of the date of this Statement (approximately 14.77% of the outstanding
Common Stock of the Issuer, based on 137,289,882 shares of Common Stock
outstanding as of October 2, 2000). This includes 299,175 shares of Convertible
Preferred Stock, which shares are currently convertible into 4,957,329.75 shares
of Common Stock (assuming conversion on October 2, 2000). Sodexho received these
shares of Convertible Preferred Stock as a dividend (paid on September 22,
2000), net of U.S. income tax withholding. Sodexho believes it is entitled to
additional shares of Convertible Preferred Stock as a result of incorrect
withholding, which would increase the number of shares of Common Stock
deliverable to Sodexho upon conversion.
The ownership percentage reported in this Item 5 assumes, pursuant to Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, that only
Sodexho has converted its shares of Convertible Preferred Stock.
Page 4 of 7
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Sodexho has sole power to vote and sole power to dispose of all the shares
of Common Stock (and shares of Convertible Preferred Stock) to which this
Statement relates.
Jean-Pierre Cuny, a senior vice president of Sodexho, owns 3,852 shares (and
options to purchase 3,416 shares) of Common Stock of CCA.
(c) As described in Item 3 above, on October 1, 2000, Sodexho purchased
5,673,759 shares of Common Stock of the Issuer in exchange for its shares of the
common stock of Former CCA.
Except for the transaction described in this Item 5(c) and Item 3 above,
Sodexho has not engaged in any transactions in the Common Stock of the Issuer
during the 60-day period ended October 1, 2000. To the best of Sodexho's
knowledge and belief, none of the directors or executive officers of Sodexho has
engaged in any transactions in the Common Stock during the 60-day period ended
October 1, 2000.
(d) No person other than Sodexho has the right to receive or the power to
direct the receipt of any dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Sodexho.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Fund.
Item 6 is hereby amended to add the following information:
As previously disclosed, Sodexho and the Issuer are parties to an
International Joint Venture Agreement dated as of June 23, 1994, which provides
for joint development, as may be agreed in the future, in the prison management
business worldwide (excluding the United States and certain other countries)
through the formation of entities created on a project basis country by country.
Pursuant to a Stock Acquisition Agreement dated as of September 11, 2000 between
Sodexho and the Issuer (and various affiliates of the Issuer), Sodexho has
agreed, subject to the terms of the Agreement, to purchase the 50% joint venture
interest in Corrections Corporation of Australia Pty. Ltd., an Australian
corporation, and the 50% joint venture interest in U.K. Detention Services
Limited, an English company, from affiliates of the Issuer upon the terms and
conditions specified in said Stock Acquisition Agreement, which will give
Sodexho 100% ownership of said corporations. As of September 11, 2000, Sodexho
and Juvenile and Jail Facility Management Services, Inc. ("JJFMS"), an affiliate
of the Issuer, also entered into an Option Agreement pursuant to which Sodexho
will grant JJFMS an option to purchase 25% of the outstanding shares of said
Australian corporation and said U.K. corporation (assuming the closings under
the Stock Acquisition Agreement) at the specified option prices, exercisable
during the term ending
Page 5 of 7
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on the second anniversary date of said Stock Acquisition Agreement.
Pursuant to the Stock Purchase Agreement described in Item 3 above, Sodexho
will continue to be entitled to have a representative serve on the Board of
Directors of CCA as previously agreed to by the parties, and Sodexho also has
certain registration rights with respect to its shares of Common Stock.
The foregoing description of the International Joint Venture Agreement, the
Stock Acquisition Agreement and the Stock Purchase Agreement is a summary only
and is qualified in its entirety by reference to Exhibits B through D filed with
this Statement.
Item 7. Material to be Filed as Exhibits.
The following additional exhibits are being filed with this Schedule:
Exhibit 99.1 -- Information Concerning the Directors and Executive Officers of
Sodexho.
Exhibit 99.2 -- Stock Purchase Agreement, dated September 11, 2000, by and
between Sodexho and Prison Realty Trust, Inc. (now CCA).
Exhibit 99.3 -- Stock Acquisition Agreement, dated as of September 11, 2000, by
and among Sodexho and certain affiliates of CCA named therein.
Exhibit 99.4 -- Option Agreement, dated as of September 11, 2000, by and between
Sodexho and Juvenile and Jail Facility Management Services, Inc.
Exhibit 99.5 -- Power of Attorney.
Page 6 of 7
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Signature
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: October 6, 2000
SODEXHO ALLIANCE S.A.
By: /s/ Jane D. Goldstein
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Name: Jane D. Goldstein
Title: Attorney-in-fact for Jean-Pierre Cuny,
Senior Vice President of Sodexho Alliance S.A.
Page 7 of 7
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EXHIBIT INDEX
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Page Number In
Exhibit Sequentially
Number Description Numbered Copy
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99.1 Information Concerning the Directors
and Executive Officers of Sodexho.
99.2 Stock Purchase Agreement, dated
September 11, 2000, by and between
Sodexho and CCA (formerly known as
Prison Realty Trust, Inc.).
99.3 Stock Acquisition Agreement, dated as of
September 11, 2000, by and among Sodexho
and certain affiliates of CCA named therein.
99.4 Option Agreement, dated as of September
11, 2000, by and between Sodexho and
Juvenile and Jail Facility Management
Services, Inc.
99.5 Power of Attorney.
