EXHIBIT 99.2
CORRECTIONS CORPORATION OF AMERICA
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ALL OUTSTANDING
9 7/8% SENIOR NOTES DUE 2009 IN EXCHANGE FOR REGISTERED
9 7/8% SENIOR NOTES DUE 2009
This form, or one substantially equivalent hereto, must be used by
holders of outstanding 9 7/8% Senior Notes due 2009 (the "Old Notes") of
Corrections Corporation of America, a Maryland corporation (the "Company"), who
wish to tender their Old Notes in exchange for a like principal amount of the
Company's 9 7/8% Senior Notes due 2009 (the "Registered Notes") pursuant to the
exchange offer (the "Exchange Offer") described in the Prospectus dated
, 2002 (the "Prospectus") if the holder's Old Notes are not immediately
available or if such holder cannot deliver its Old Notes and Letter of
Transmittal (and any other documents required by the Letter of Transmittal) to
State Street Bank and Trust Company (the "Exchange Agent") prior to the
Expiration Date (as defined below). This Notice of Guaranteed Delivery must be
delivered by hand or sent by facsimile transmission (receipt confirmed by
telephone and an original delivered by guaranteed overnight courier) or mail to
the Exchange Agent prior to the Expiration Date.
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THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON ,
2002 (THE "EXPIRATION DATE"), UNLESS EXTENDED BY THE COMPANY. OLD NOTES
TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 12:00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 NOTICE OF GUARANTEED
DELIVERY 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:
(For Eligible Institutions Only)
(617) 662-1452
Confirm by Telephone:
(617) 662-1544
Attention: Janice Lee
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY 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.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" (as defined in the Prospectus), such
signature guarantee must appear in the applicable space provided on the Letter
of Transmittal for guarantee of signatures.
THIS NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE
COMPLETION.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company the principal amount of
Old Notes indicated below, upon the terms and subject to the conditions
contained in the Prospectus, receipt of which is hereby acknowledged.
DESCRIPTION OF OLD NOTES TENDERED
NAME OF TENDERING NAME AND ADDRESS CERTIFICATE AGGREGATE AGGREGATE
HOLDER OF REGISTERED NUMBER(S) PRINCIPAL PRINCIPAL
HOLDER AS IT APPEARS FOR OLD NOTES AMOUNT AMOUNT
ON THE TENDERED OR OF OLD NOTES OF OLD
OLD NOTES (PLEASE ACCOUNT REPRESENTED NOTES
PRINT) NUMBER AT THE TENDERED
DEPOSITORY TRUST
COMPANY
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PLEASE SIGN HERE
SIGNATURE(S) OF OWNER DATE
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X ____________________________________ ______________________________ , 2002
X ____________________________________ ______________________________ , 2002
X ____________________________________ ______________________________ , 2002
This Notice of Guaranteed Delivery must be signed by the holder(s) of
Old Notes exactly as their name(s) appear(s) on certificates for Old Notes or on
a security position listing, or by person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, being a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees
to deliver to the Exchange Agent at one of its addresses set forth above, the
certificates representing the Old Notes (or a confirmation of book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company ("DTC")), together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), with any required signature
guaranteed, and any other documents required by the Letter of Transmittal within
three New York Stock Exchange trading days after the date of execution of this
Notice of Guaranteed Delivery.
Name of Firm: ________________________ _____________________________________
(Authorized signature)
Address: ________________________ Title: ______________________________
______________________________________ Name: ______________________________
(Zip Code) (Please type or print)
______________________________________ Date: _____________________________
Area Code and Telephone No.
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES
SHOULD BE SENT WITH YOUR PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND OTHER REQUIRED DOCUMENTS.
INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY.
A properly completed and duly executed copy of this Notice of
Guaranteed Delivery (or facsimile hereof or an agent's message and Notice of
Guaranteed Delivery in lieu hereof) and any other documents required by this
Notice of Guaranteed Delivery with respect to the Old Notes must be received by
the Exchange Agent at its address set forth herein prior to the Expiration Date
of the Exchange Offer. The method of delivery of this Notice of Guaranteed
Delivery and any other required documents to the Exchange Agent is at the
election and sole risk of the holder, and the delivery will be deemed made only
when actually received by the Exchange Agent. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. As an
alternative to delivery by mail, holders may wish to consider using an overnight
or hand delivery service. In all cases, sufficient time should be allowed to
ensure timely delivery. For a description of the guaranteed delivery procedures,
see Instruction 1 of the Letter of Transmittal.
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2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY.
If this Notice of Guaranteed Delivery (or facsimile hereof) is signed
by the registered holder (s) of the Old Notes referred to herein, the
signature(s) must correspond exactly with the name(s) written on the face of the
Old Notes without alteration, enlargement or any change whatsoever. If this
Notice of Guaranteed Delivery (or facsimile hereof) is signed by a participant
of the DTC whose name appears on a security position listing as the owner of the
Old Notes, the signature must correspond with the name shown on the security
position listing as the owner of the Old Notes.
If this Notice of Guaranteed Delivery (or facsimile hereof) is signed
by a person other than the registered holder(s) of any Old Notes listed or a
participant of the DTC, this Notice of Guaranteed Delivery must be accompanied
by appropriate bond powers, signed as the name(s) of the registered holder(s)
appear(s) on the Old Notes or signed as the name(s) of the participant shown on
the DTC's security position listing.
If this Notice of Guaranteed Delivery (or facsimile hereof) is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and submit with the Letter of
Transmittal evidence satisfactory to the Exchange Agent of such person's
authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions and requests for assistance and requests for additional
copies of the Prospectus and this Notice of Guaranteed Delivery may be directed
to the Exchange Agent at the address set forth on the cover page hereof. Holders
may also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Exchange Offer.
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