EXHIBIT 99.1
CORRECTIONS CORPORATION OF AMERICA
LETTER OF TRANSMITTAL
FOR TENDER OF ALL OUTSTANDING
9 7/8% SENIOR NOTES DUE 2009 IN EXCHANGE FOR REGISTERED
9 7/8% SENIOR NOTES DUE 2009
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THE EXCHANGE OFFER (AS DEFINED BELOW) WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON , 2002 (THE "EXPIRATION DATE"), UNLESS EXTENDED BY THE
COMPANY. OLD NOTES (AS DEFINED BELOW) TENDERED IN THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE
EXPIRATION DATE FOR THE EXCHANGE OFFER.
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IF YOU DESIRE TO ACCEPT THE EXCHANGE OFFER, THIS LETTER OF TRANSMITTAL
SHOULD BE COMPLETED, SIGNED AND SUBMITTED TO THE EXCHANGE AGENT:
STATE STREET BANK AND TRUST COMPANY
By Registered or Certified Mail: By Hand or Overnight Courier:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department
P. O. Box 778 2 Avenue de Lafayette
Boston, Massachusetts 02102-0778 Boston, Massachusetts 02111-1724
Attention: Corrections Corporation of Attention: Corrections Corporation of
America Exchange Offer America Exchange Offer
By Facsimile:
(617) 662-1452
(For Eligible Institutions Only)
Confirm by Telephone:
Attention: Janice Lee
(617) 662-1544
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated ,
2002 (the "Prospectus") of Corrections Corporation of America, a Maryland
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together describe the Company's offer (the "Exchange
Offer") to exchange its 9 7/8% Senior Notes due 2009 that have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), (the
"Registered Notes") for a like principal amount of its issued and outstanding 9
7/8% Senior Notes due 2009 (the "Old Notes"). The terms of the Registered Notes
are identical in all material respects (including principal amount, interest
rate and maturity) to the terms of the Old Notes for which they may be exchanged
pursuant to the Exchange Offer, except that the Registered Notes are freely
transferable by holders thereof (except as provided herein or in the Prospectus)
and are not subject to any covenant regarding registration under the Securities
Act.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN
COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL
MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES
OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
This Letter of Transmittal is to be used by a holder of Old Notes if:
- certificates of Old Notes are to be forwarded herewith; or
- delivery of Old Notes is to be made by book-entry transfer to
the account maintained by the Exchange Agent at The Depository
Trust Company (the "DTC") pursuant to the procedures set forth
in the Prospectus under the caption "The Exchange Offer -
Procedures for Tendering" and an "agent's message" is not
delivered as described in the Prospectus under the caption "The
Exchange Offer - Procedures for Tendering."
Tender by book-entry transfer may also be made by delivery of an
agent's message pursuant to DTC's Automated Tender Offer Program, or ATOP, in
lieu of this Letter of Transmittal. Holders of Old Notes whose Old Notes are not
immediately available, or who are unable to deliver their Old Notes, this Letter
of Transmittal and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date for the Exchange Offer, or who are unable to
complete the procedure for book-entry transfer on a timely basis, must tender
their Old Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer - Guaranteed Delivery
Procedures." See Instruction 1 of this Letter of Transmittal. Delivery of
documents to the book-entry transfer facility does not constitute delivery to
the Exchange Agent.
The term "holder" with respect to the Exchange Offer for Old Notes
means any person in whose name such Old Notes are registered on the books of the
Company, any person who holds such Old Notes and has obtained a properly
completed bond power from the registered holder or any participant in the DTC
system whose name appears on a security position listing as the holder of such
Old Notes and who desires to deliver the Old Notes by book-entry transfer to
DTC. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this Letter of Transmittal in its entirety (unless such Old Notes are to be
tendered by book-entry transfer and an agent's message is delivered in lieu
hereof).
Please read the entire Letter of Transmittal and the Prospectus
carefully before checking any box below. The instructions included with this
Letter of Transmittal must be followed. Questions and requests for assistance or
for additional copies of the Prospectus and this Letter of Transmittal may be
directed to the Exchange Agent.
List below the Old Notes tendered under this Letter of Transmittal. If
the space below is inadequate, list the title, registered numbers and principal
amount on a separate signed schedule and affix the list to this Letter of
Transmittal.
DESCRIPTION OF OLD NOTES
NAME(S) AND ADDRESSES OF REGISTERED AGGREGATE PRINCIPAL PRINCIPAL
REGISTERED HOLDER(S) NUMBER(S)* AMOUNT REPRESENTED AMOUNT
(PLEASE FILL-IN) BY OLD NOTES TENDERED**
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered
the full aggregate principal amount represented by such Old Notes. See
Instruction 2. All tenders must be in integral multiples of $1,000. See
Instruction 1.
METHOD OF DELIVERY
[ ] CHECK HERE IF TENDERED OLD NOTES ARE DELIVERED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution(s): _______________________________________
DTC Account Number: _____________________________________________________
Transaction Code Number: ________________________________________________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Window Ticket Number (if any): __________________________________________
Name of Eligible Institution that Guaranteed Delivery: __________________
Account Number (if delivered by
book-entry transfer): ___________________________________________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO
Name: ___________________________________________________________________
Window Ticket Number (if any): __________________________________________
Address: ________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Registered Notes. If the undersigned is a broker-dealer that will receive
Registered Notes for its own account in exchange for Old Notes that were
acquired as result of market-making activities or other trading activities
(other than Old Notes acquired directly from the Company), it acknowledges that
it will deliver a prospectus in connection with any resale of such Registered
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. Any holder who is an "affiliate" of the Company
or who has an arrangement or understanding with respect to the distribution of
the Registered Notes to be acquired pursuant to the Exchange Offer, or any
broker-dealer who purchased Old Notes from the Company to resell pursuant to
Rule 144A under the Securities Act or any other available exemption under the
Securities Act must comply with the registration and prospectus delivery
requirements under the Securities Act.
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PLEASE READ THE FOLLOWING AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount at
maturity of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Old Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any Registered Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such Registered Notes, whether or not
such person is the undersigned, that neither the holder of such Old Notes nor
any such other person is engaging in or intends to engage in a distribution of
such Registered Notes, that neither the holder of such Old Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act
of the Company.
The undersigned also acknowledges that the Exchange Offer is being made
in reliance on an interpretation, made to third parties, by the staff of the
Securities and Exchange Commission (the "SEC") that the Registered Notes issued
in exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Registered Notes are acquired in the ordinary course of such holders' business,
such holders are not engaging in and do not intend to engage in the distribution
of such Registered Notes and such holders have no arrangements with any person
to participate in the distribution of such Registered Notes. If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Registered Notes. If the
undersigned is a broker-dealer that will receive Registered Notes for its own
account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such Registered Notes. However, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned may, if, and only if, it would not receive freely
tradable Registered Notes in the Exchange Offer or is not eligible to
participate in the Exchange Offer, elect to have its Old Notes registered in the
shelf registration described in the Registration Rights Agreement, dated as of
May 3, 2002, by and among the Company and CCA of Tennessee, a Tennessee
corporation, Prison Realty Management, Inc., a Tennessee Corporation, CCA
International, Inc., a Delaware corporation, Technical and Business Institute of
America, Inc., a Delaware corporation, and TransCor America, LLC, a Tennessee
limited liability company (collectively, the "Subsidiaries" as guarantors) and
Lehman Brothers Inc., Deutsche Bank Securities Inc., UBS Warburg LLC, SG Cowen
securities Corporation, BB&T Capital Markets, a division of Scott and
Strongfellow, Inc., First Analysis Securities Corporation, Jefferies & Company,
Inc., McDonald Investments Inc., Morgan Lewis Githenst Ahn, Inc., and South
Trust Securities, Inc. (the "Registration Agreement") in the form filed as
Exhibit 10.3 to the Company's Current Report on Form 8-K dated as of May 7,
2002. Capitalized terms used in this paragraph and not otherwise defined herein
shall have the meanings given to them in the Registration Agreement. Such
election may be made by checking the box under "Special Registration
Instructions" below. By making such election, the undersigned agrees, as a
holder of Old Notes participating in a Shelf Registration, to comply with the
Registration Agreement and to indemnify and hold harmless the Company, its
directors, officers, employees and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages, liabilities, judgments (including
without limitation, any legal or other expenses incurred in connection with
investigating or defending any judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in such Registration
Statement or any preliminary prospectus or prospectus forming a part thereof (or
any amendment
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or supplement thereto), or the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the undersigned specifically for inclusion therein. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Agreement, including, without limitation, the provisions regarding
notice, retention of counsel, contribution and payment of expenses set forth
therein. The above summary of the indemnification provisions of the Registration
Agreement is not intended to be exhaustive and is qualified in its entirety by
the Registration Agreement.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in the Prospectus
under the caption "The Exchange Offer--Withdrawal Rights." See Instruction 9.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, please issue the Registered Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Registered Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes."
THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE
MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT
BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF
THE PROSPECTUS SHALL PREVAIL.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or
Registered Notes are to be issued in the name of someone other than the person
or persons whose signature(s) appear(s) on this Letter of Transmittal below, or
if Old Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above.
Issue: Registered Notes and/or Old Notes to:
Name(s):*
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
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Address:
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*(SUCH PERSON(S) MUST PROPERLY COMPLETE A
SUBSTITUTE FORM W-9, A FORM W-8BEN, A
FORM W-8ECI, OR A FORM W-8IMY)
Credit unchanged Old Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
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Book-Entry Transfer Facility Account Number, if applicable:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or
Registered Notes are to be sent to someone other than the person or persons
whose signatures(s) appear(s) on this Letter of Transmittal below or to such
person or persons at an address other than shown in the box entitled
"Description of Old Notes" on this Letter of Transmittal above.
Mail Registered Notes and/or Old Notes to:
Name(s):*
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
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Address:
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*(SUCH PERSON(S) MUST PROPERLY COMPLETE A
SUBSTITUTE FORM W-9, A FORM W-8BEN, A
FORM W-8ECI, OR A FORM W-8IMY)
SPECIAL REGISTRATION INSTRUCTIONS
(SEE PARAGRAPH 4 ABOVE)
To be completed ONLY IF (i) the undersigned satisfies the conditions set
forth in paragraph 4 above, (ii) the undersigned elects to register its Old
Notes in the shelf registration described in the Registration Agreement, and
(iii) the undersigned agrees to comply with the Registration Agreement and to
indemnify certain entities and individuals as set forth in paragraph 4 above.
[ ] By checking this box the undersigned hereby (i) represents that it is
entitled to have its Old Notes registered in a shelf registration in accordance
with the Registration Agreement, (ii) elects to have its Old Notes registered
pursuant to the shelf registration described in the Registration Agreement, and
(iii) agrees to comply with the Registration Agreement and to indemnify certain
entities and individuals identified in, and to the extent provided in, paragraph
4 above.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER
WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
SIGNATURE(S) OF OWNER DATE
X __________________________________ ________________________________ , 2002
X __________________________________ ________________________________ , 2002
X __________________________________ ________________________________ , 2002
Area Code and Telephone Number: ___________________________________
If a holder is tendering any Old Notes, this Letter of Transmittal must
be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s): ________________________________________________________________
________________________________________________________________________________
Capacity: ________________________________________________________________
Address: ________________________________________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by an Eligible Institution:
________________________________________________________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________________________
(PRINTED NAME)
________________________________________________________________________________
(TITLE)
________________________________________________________________________________
(NAME AND FIRM)
DATED: ___________ ___, 2002
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INSTRUCTIONS
FORMING PART OF THE TERMS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES OR BOOK-ENTRY CONFIRMATION;
GUARANTEED DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by holders of Old Notes
either if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in the
Prospectus under the caption "The Exchange Offer--Procedures for Tendering."
Certificates for all physically tendered Old Notes, or Book-Entry Confirmation,
as the case may be, as well as a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof), with any required signature
guarantees, and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent at the address set forth herein on or prior to
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Old Notes tendered hereby must be in
denominations or principal amount at maturity of $1,000 or any integral multiple
thereof.
Noteholders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and any other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering--Guaranteed Delivery Procedures." Pursuant to such procedures, (i)
such tender must be made through an Eligible Institution (as defined below),
(ii) on or prior to 12:00 midnight, New York City time, on the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided by the Company
(by facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes and the amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery, the certificates for all physically tendered Old Notes in
proper form for transfer, or a Book-Entry Confirmation, as the case may be, and
any other documents required by this Letter of Transmittal will be deposited by
the Eligible Institution with the Exchange Agent, and (iii) the certificates for
all physically tendered Old Notes, in proper form for transfer, or Book-Entry
Confirmation, as the case may be, and all other documents required by this
Letter of Transmittal, must be received by the Exchange Agent within three New
York Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Old Notes and
all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. Instead of delivery by mail it is recommended
that holders use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure delivery to the Exchange Agent prior to 12:00
midnight, New York City time, on the Expiration Date. No Letter of Transmittal
or Old Notes should be sent to the Company.
See "The Exchange Offer" section in the Prospectus for additional
information regarding these matters.
2. PARTIAL TENDERS.
If less than all of the Old Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount at maturity of Old Notes to be tendered in the box above
entitled "Description of Old Notes" under "Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Old Notes of a
tendering holder who physically delivered Old Notes will be sent to such
tendering holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, promptly after the Expiration Date. All of the Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
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3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder of the
Old Notes tendered hereby, the signature must correspond exactly with the name
as written on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Old Notes specified herein and tendered hereby, no endorsements
of certificates or separate bond powers are required. If, however, the
Registered Notes are to be issued, or any untendered Old Notes are to be
reissued, to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) or bond powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificates must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s) and signatures on such certificates(s)
or bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
the Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted with this Letter of Transmittal.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Securities Transfer Agents Medallion Program, the New
York Stock Exchange Medallion Program or the Stock Exchanges Medallion Program
(each an "Eligible Institution" and collectively, "Eligible Institutions").
Signatures on the Letter of Transmittal need not be guaranteed by an
Eligible Institution if (A) the Old Notes are tendered (i) by a registered
holder of Old Notes (which term, for purposes of the Exchange Offer, includes
any participant in the Book-Entry Transfer Facility system whose name appears on
a security position listing as the holder of such Old Notes) who has not
completed the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal, or (ii) for the account of an
Eligible Institution and (B) the box entitled "Special Registration
Instructions" on this Letter of Transmittal has not been completed.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box the
name and address to which Registered Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Notes not exchanged are to be
issued or sent, if different from the name or address of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated and such person named must properly complete a Substitute Form W-9, a
Form W-8BEN, a Form W-8ECI, or a Form W-8IMY. Noteholders tendering Old Notes by
book-entry transfer may request that Old Notes not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such noteholder may
designate hereon.
If no such instructions are given, such Old Notes not exchanged will be
returned to the name and address of the person signing this Letter of
Transmittal.
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5. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, Registered Notes and/or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Old Notes tendered hereby, or if tendered Old
Notes are registered in the name of any person other than the person signing
this Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the transfer of Old Notes to the Company or its order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.
6. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus, provided that all conditions must
be satisfied or waived prior to the Expiration Date.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter of
Transmittal, shall waive any right to receive notice of the acceptance of their
Old Notes for exchange.
Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the Company, the
Exchange Agent nor any other person shall incur any liability for failure to
give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. WITHDRAWAL OF TENDERS.
Tenders of Old Notes may be withdrawn at any time prior to 12:00
midnight, New York City time, on the Expiration Date.
For a withdrawal of a tender of Old Notes to be effective, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth above prior to 12:00 midnight, New York City
time, on the Expiration Date. Any such notice of withdrawal must (i) specify the
name of the person having deposited the Old Notes to be withdrawn (the
"Depositor"), (ii) identify the Old Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Old Notes), (iii) be
signed by the holder in the same manner as the original signature on this Letter
of Transmittal by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the trustee under the Indenture pursuant to which the Old Notes were issued
register the transfer of such Old Notes into the name of the person withdrawing
the tender, and (iv) specify the name in which any such Old Notes are to be
registered, if different from that of the Depositor. Any Old Notes so properly
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Old Notes which have been tendered for
exchange but which are not exchanged for any reason will be returned to the
holder thereof without cost to such holder promptly after withdrawal, rejection
of tender, or termination of the Exchange Offer. Properly withdrawn Old Notes
may be retendered by following the procedures described above at any time on or
prior to 12:00 midnight, New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The
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Company also reserves the right to waive any defects, irregularities, or
conditions of tender as to particular Old Notes. The Company's interpretation of
the terms and conditions of the Exchange Offer (including the instructions of
this Letter of Transmittal) will be final and binding on all parties.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter of Transmittal and other
related documents may be directed to the Exchange Agent, at the address and
telephone number indicated above.
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IMPORTANT TAX INFORMATION
Tax law requires that a holder of any Old Notes that are accepted for
exchange must provide the Company (as payor) with its correct taxpayer
identification number ("TIN"), which, in the case of a holder who is an
individual, is his or her social security number. If the Company is not provided
with the correct TIN, the holder may be subject to a monetary penalty imposed by
Internal Revenue Service. (If withholding results in an overpayment of taxes, a
refund may be obtained). Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Old Notes are registered in more than one name or are not in the name of
the actual owner, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number of Substitute Form W-9" for information on which TIN to
report.
The Company reserves the right in its sole discretion to take whatever
steps necessary to comply with the Company's obligations regarding backup
withholding.
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PAYOR'S NAME: CORRECTIONS CORPORATION OF AMERICA
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SUBSTITUTE FORM W-9 Part 1-PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY ----------------------------------
SIGNING AND DATING BELOW. Social Security Number(s)
OR
Department of the ----------------------------------
Treasury Employer Identification Number(s)
Internal Revenue Service
---------------------------------------------------------------------------------
Part 2-Payee Exempt From Backup Part 3
Withholding. See the enclosed Guidelines [ ] Awaiting TIN
and complete as instructed therein.
--------------------------------------------------------------------------------
Part 4-Certification-Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued for me), and
Payer's Request for Taxpayer (2) I am not subject to backup withholding because: (a) I am exempt from backup
Identification Number withholding; or (b) I have not been notified by the Internal Revenue Service
("TIN") and Certifications (IRS) that I am subject to backup withholding as a result of a failure to
report all interest or dividends; or (c) the IRS has notified me that I am
no longer subject to backup withholding.
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions-You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return.
Name____________________________________________________________________________
Check appropriate: [ ] individual/sole proprietor
[ ] corporation
[ ] partnership
[ ] other ________________
Address________________________________________________________________________
(zip code)
Signature Date________________________________________ Date____________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE
AND BACKUP WITHHOLDING OF 30% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
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CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 30%
of all reportable cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty days, such retained
amounts shall be remitted to the IRS as backup withholding.
Signature:____________________________________________________ Date:____________
- --------------------------------------------------------------------------------
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