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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 1995
Corrections Corporation of America
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(Exact name of registrant as specified in its charter)
Delaware 1-13560 62-1156308
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
102 Woodmont Boulevard
Nashville, Tennessee 37205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 292-3100
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Item 2. Acquisition or Disposition of Assets.
On April 25, 1995, Corrections Corporation of America (the
"Company") entered into a Share Exchange Agreement (the "Agreement") by and
among the Company, Concept Incorporated, a Delaware corporation ("Concept"),
and all 12 of Concept's stockholders (the "Concept Stockholders"). The share
exchange (the "Share Exchange") contemplated by the Agreement was consummated
on the same day. Under the terms of the Agreement, the Company acquired from
the Concept Stockholders all of the issued and outstanding shares of Concept
Common Stock, $10.00 par value per share (the "Concept Shares"). In
consideration of the transfer of the Concept Shares, the Company paid the
Concept Stockholders 1,362,496 shares of the Company's Common Stock, $1.00 par
value per share (the "CCA Shares"). Ninety percent (90%) or 1,226,246 of the
CCA Shares were distributed, pro rata, to the Concept Stockholders at the
Closing. The remaining ten percent (10%) or 136,250 of the CCA Shares were
delivered to First Union National Bank of Tennessee, Escrow Agent, to be held
in a post-closing escrow.
At the Closing, the Company received letters from Arthur Andersen LLP
and KPMG Peat Marwick dated as of April 25, 1995, to the effect that the Share
Exchange may be treated by the Company as a "pooling of interests" for
accounting purposes.
The CCA Shares issued to the 12 Concept Stockholders in the Share
Exchange were not registered under applicable securities laws, and accordingly
must be held by the Concept Stockholders for the requisite holding period.
Section 4.5 of the Agreement provides the Company has agreed to use its best
efforts to register up to 420,000 of the CCA Shares under the Securities Act of
1933, as amended, on Securities and Exchange Commission Form S-3 in an
underwritten public offering, and to register or qualify such shares under
applicable state laws, all within 120 days after the closing date.
Notwithstanding the foregoing, the Company will not be obligated to effect such
a registration with respect to any CCA Shares which the Concept Stockholders
are able to place privately at a price of not less than $30.50 within 120 days
of the closing date. In connection therewith, the Company agreed to use its
reasonable efforts to assist the Concept Stockholders in locating such a
private purchaser for the CCA Shares. Except as provided above, the Concept
Stockholders do not have any registration rights (demand, piggyback or other)
under the Agreement with respect to the CCA Shares.
Concept and the Concept Stockholders made numerous representations and
warranties to the Company in the Agreement. Those representations and
warranties include, but are not limited to, compliance with applicable laws,
financial statements, no undisclosed liability, tax matters, environmental
matters and capitalization. The Concept Stockholders agreed, jointly and
severally, to indemnify the Company from any loss it may suffer as a result of
a breach of any of the representations and warranties.
Concept is engaged in the management of prisons and other correction
and detention facilities under contract with governmental agencies. Its
principal operations are located in Louisville, Kentucky with an additional
office in Texas.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
1. Audited balance sheet of Concept Incorporated as of December
31, 1994, and the related statements of income, stockholders'
investment and cash flows for the year then ended, and
unaudited balance sheet as of March 31, 1995, and the related
statements of income, stockholders' investment and cash flows
for the three months ended March 31, 1995.
2. It is impracticable to provide the required pro forma balance
sheet and income statement information with respect to the
acquired operations at this time. Such information will be
filed within 60 days.
3. Share Exchange Agreement by and among Corrections Corporation
of America, Concept Incorporated and the Stockholders of
Concept Incorporated, dated April 25, 1995.
4. Press Release dated April 26, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Darrell K. Massengale
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Name: Darrell K. Massengale
Title: Vice President, Finance;
Secretary/Treasurer
Date: May 10, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CORRECTIONS CORPORATION OF AMERICA
EXHIBITS
TO CURRENT REPORT ON
FORM 8-K DATED MAY 10, 1995
Commission File Number 1-13560
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Exhibit Index
Exhibit No. Description Page No.
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1. Audited balance sheet of Concept Incorporated as of December 31, 1994, and the related 7
statements of income, stockholders' investment and cash flows for the year then ended,
and unaudited balance sheet as of March 31, 1995, and the related statements of income,
stockholders' investment and cash flows for the three months ended March 31, 1995.
2. Share Exchange Agreement by and among Corrections Corporation of America, Concept 28
Incorporated and the Stockholders of Concept Incorporated, dated April 25, 1995.
3. Press Release dated April 26, 1995. 83