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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): August 18, 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 5. Other Events.
On August 18, 1995, Corrections Corporation of America (the "Company")
entered into and closed an Agreement and Plan of Merger (the "Agreement") by
and among the Company, CMA Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company, CSG Acquisition, Inc., a Missouri
corporation and wholly-owned subsidiary of the Company, Correction Management
Affiliates, Inc., a Delaware corporation ("CMA"), Correctional Services Group,
Inc., a Missouri corporation ("CSG"), and the four shareholders of CMA (the
"CMA Shareholders") and the two shareholders of CSG (the "CSG Shareholders").
The CMA Shareholders and the CSG Shareholders are referred to herein
collectively as the "Shareholders". CMA and CSG collectively own one hundred
percent (100%) of the issued and outstanding shares of the capital stock of
Corrections Partners, Inc., a Delaware corporation. Pursuant to the Agreement,
CMA Acquisition, Inc. was merged with and into CMA (the "CMA Merger") and CSG
Acquisition, Inc. was merged with and into CSG (the "CSG Merger"). (The CMA
Merger and CSG Merger are referred to herein collectively as the "Mergers").
The Mergers contemplated by the Agreement were consummated on the same day.
Pursuant to the CMA Merger all of the issued and outstanding shares of CMA
Common Stock, no par value per share, outstanding immediately prior to the
effective time of the CMA Merger were converted into 420,000 shares of CCA
Common Stock, $1.00 par value per share (the "CCA/CMA Shares"). Pursuant to
the CSG Merger all of the issued and outstanding shares of CSG Common Stock,
$1.00 par value per share outstanding immediately prior to the effective time
of the CSG Merger were converted into 280,000 shares of CCA Common Stock (the
"CCA/CSG Shares"). The CCA/CMA Shares and the CCA/CSG Shares are referred to
herein collectively as the "CCA Shares"). Ninety percent (90%) or 378,000 of
the CCA/CMA Shares were distributed pro rata to the CMA Shareholders at the
Closing. Ninety percent (90%) or 252,000 of the CCA/CSG Shares were
distributed pro rata to the CSG Shareholders at the Closing. The remaining ten
percent (10%) or 42,000 of the CCA/CMA Shares and the remaining ten percent
(10%) or 28,000 of the CCA/CSG 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 House & Park Company, CPA dated as of August 18, 1995 to the effect that
each of the Mergers may be treated by the Company as a pooling of interests for
accounting purposes.
The CCA Shares issued to the four CMA Shareholders and the two CSG
Shareholders in the Mergers were not registered under the securities laws in
reliance upon applicable private placement exemptions and accordingly must be
held by the Shareholders for the requisite holding period. Section 7.1 of the
Agreement provides that the Company will file a registration statement covering
the CCA Shares issued to the Shareholders under the Securities Act of 1933 on
Securities and Exchange Commission Form S-3 (or other available form) in an
underwritten public offering and register and qualify such shares under
applicable state laws prior to April 30, 1996. Except as provided above, the
Shareholders do not have any other registration rights (demand, piggy-back or
other) under the Agreement with respect to the CCA Shares.
CMA, CSG and the Shareholders made numerous representations and
warranties to the Company in the Agreement with respect to CMA, CSG and CPI.
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
Shareholders 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.
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CMA and CPI are each engaged in the management of prisons and other
correctional and detention facilities under contract with governmental
agencies. CSG is engaged in the business of consulting with various government
entities and other private firms in the development of correctional facilities
and other corrections related programs. The principal offices of CMA and CPI
are located in Nashville, Tennessee and the principal offices of CSG are
located in Kansas City, Missouri.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
1. Agreement and Plan of Merger by and among Corrections
Corporation of America, CMA Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company, CSG
Acquisition, Inc., a Missouri corporation and wholly-owned
subsidiary of the Company, Correction Management Affiliates,
Inc., a Delaware corporation ("CMA"), Correctional Services
Group, Inc., a Missouri corporation ("CSG"), and the
Shareholders of CMA and CSG (the "Shareholders"), dated August
18, 1995.
2. Press Release dated August 21, 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: Chief Financial Officer, Vice President,
Finance; Secretary/Treasurer
Date: August 31, 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 AUGUST 31, 1995
Commission File Number 1-13560
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Exhibit Index
Exhibit No. Description Page No.
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1. Agreement and Plan of Merger by and among Corrections
Corporation of America, CMA Acquisition, Inc., a
Delaware corporation and wholly-owned subsidiary of the
Company, CSG Acquisition, Inc., a Missouri corporation and
wholly-owned subsidiary of the Company, Correction Management
Affiliates, Inc., a Delaware corporation ("CMA"), Correctional
Services Group, Inc., a Missouri corporation ("CSG"), and the
Shareholders of CMA and CSG (the "Shareholders"), dated August
18, 1995.
2. Press Release dated August 21, 1995.