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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CCA PRISON REALTY TRUST
(Exact name of the registrant as specified in its governing instruments)
Maryland 62-1689525
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
2200 Abbott Martin Road; Suite 201 J. Michael Quinlan
Nashville, Tennessee 37215 Chief Executive Officer
(Address, including Zip Code of CCA PRISON REALTY TRUST
Registrant's Principal Executive Offices) 2200 Abbott Martin Road; Suite 201
Nashville, Tennessee 37215
(615) 460-7452
(Name, address and telephone number,
including area code, of agent for service for Registrant)
CORRECTIONS CORPORATION OF AMERICA
(Exact name of the co-registrant as specified in its charter)
Tennessee 62-1156308
(State or other jurisdiction of incorporation or organ (I.R.S. Employer Identification Number)
102 Woodmont Boulevard, Suite 800 Doctor R. Crants
Nashville, Tennessee 37205 Chief Executive Officer
(Address, including Zip Code of 102 Woodmont Boulevard
Co-Registrant's Principal Executive Offices) Suite 800
Nashville, Tennessee 37205
(615) 292-3100
(Name and Address of Agent for Service for Co-Registrant)
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CCA PRISON REALTY TRUST
1997 EMPLOYEE SHARE INCENTIVE PLAN
(Full title of the plan)
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COPY TO:
Elizabeth E. Moore, Esq.
Stokes & Bartholomew, P.A.
424 Church Street; Suite 2800
Nashville, Tennessee 37219
(615) 259-1450
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED SHARE(1) PRICE
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COMMON SHARES,
$0.01 PAR VALUE. 1,700,000 $29.00 $49,300,000 $14,940.00
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(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) OF THE SECURITIES
ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE COMPANY'S COMMON
SHARES AS TRADED ON THE NEW YORK STOCK EXCHANGE ON JULY 15, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by either CCA Prison
Realty Trust (the "Company") or Corrections Corporation of America ("CCA") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by this reference:
(1) The description of the Company's common shares, $0.01 par
value per share (the "Common Shares"), set forth in the
Company's Registration Statement on Form 8-A filed with the
Commission on May 28, 1997, pursuant to Section 12(b) of
the Exchange Act;
(2) The Company's Prospectus filed with the Commission pursuant
to Rule 424(b)(1) of the Securities Act on July 15, 1997,
containing the Company's most recent audited financial
statement;
(3) CCA's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1996, filed with the Commission pursuant to
Section 13(a) of the Exchange Act; and
(4) CCA's Quarterly Report on Form 10-Q, for the quarter ended
March 31, 1996, filed with the Commission pursuant to Section
13(a) of the Exchange Act.
In addition, all documents subsequently filed by the Company and CCA
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing by the Company and CCA of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed by this reference to be incorporated in
this Registration Statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies of supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Shares registered hereby are included in a class
of securities registered under Section 12 of the Exchange Act.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Samuel W. Bartholomew, Jr., a shareholder of Stokes & Bartholomew,
P.A., is a director of CCA. Stokes & Bartholomew, P.A. has rendered an opinion
regarding the legality of the Company's Common Shares registered hereby.
ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
The Declaration of Trust of the Company provides for indemnification of
trustees and officers to the full extent permitted by the laws of the State of
Maryland.
Section 8-301 of the Corporation and Associations Article of the Annotated
Code of Maryland permits a Maryland real estate investment trust to indemnify
trustees, officers, employees and agents of the real estate investment trust to
the same extent as is permitted for directors, officers, employees and agents of
a Maryland corporation under Section 2-418 of the MGCL.
Section 2-418 of the MGCL generally permits indemnification of any trustee
made a party to any proceedings by reason of service as a trustee unless it is
established that (i) the act or omission of such person was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; or (ii) such person actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, such person had reasonable cause to
believe that the act or omission was unlawful. The indemnity may include
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the trustee in connection with the proceeding; but, if the
proceeding is one by, or in the right of, the corporation, indemnification is
not permitted with respect to any proceeding in which the trustee has been
adjudged to be liable to the corporation, or if the proceeding is one charging
improper personal benefit to the trustee, whether or not involving action in the
trustee's official capacity, indemnification of the trustee is not permitted if
the trustee was adjudged to be liable on the basis that personal benefit was
improperly received. The termination of any proceeding by conviction or upon a
plea of nolo contendere or its equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption that the trustee did not
meet the requisite standard of conduct required for permitted indemnification.
The termination of any proceeding by judgment, order or settlement, however,
does not create a presumption that the trustee failed to meet the requisite
standard of conduct for permitted indemnification.
Indemnification under the provisions of the MGCL is not deemed exclusive of
any other rights, by indemnification or otherwise, to which a trustee may be
entitled under the Declaration of Trust, Bylaws, any resolution of shareholders
or trustees, any agreement or otherwise.
The statute permits a Maryland real estate investment trust to indemnify
its officers, employees and agents to the same extent as its trustees. The
Company's Declaration of Trust provides for indemnification of the Company's
officers, employees or agents to the fullest extent permitted by law.
The Company will enter into indemnification agreements (the
"Indemnification Agreements") with its trustees and certain of its executive
officers. The Indemnification Agreements are intended to provide indemnification
to the maximum extent allowable by or not in violation of any law of the State
of Maryland. Each Indemnification Agreement provides that the Company shall
indemnify a trustee or officer who is a party to the agreement (the
"Indemnitee") if he or she was or is a party to or otherwise involved in any
proceeding (other than a derivative proceeding) by reason of the fact that he or
she was or is a trustee or officer of the Company, against losses incurred in
connection with the defense or settlement of such proceeding. The
indemnification provided under each Indemnification Agreement is limited to
instances where the act or omission giving rise to the claim for which
indemnification is sought was not otherwise indemnified by the Company or
insurance maintained by the Company, was not established to have been committed
in bad faith or the result of active and deliberate dishonesty, did not involve
receipt of improper personal benefit, did not result in a judgment of liability
to the Company in a proceeding by or in the right of the Company, did not
involve an accounting of profits pursuant to Section 16(b) of the Securities
Exchange Act of 1934, as amended, and, with respect to any criminal proceeding,
the Indemnitee had no reasonable cause to believe his or her conduct was
unlawful.
The Company also maintains officers' and trustees' liability insurance,
which insures against liabilities that the officers and trustees of the Company
may incur in such capacities.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Declaration of Trust of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-11 originally filed with the
Commission on April 24, 1997 and subsequently amended (the
"Registration Statement"))
4.2 The By-laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement).
4.3 CCA Prison Realty Trust Employee Share Incentive Plan.
5 Opinion of Stokes & Bartholomew, P. A., regarding the legality
of the Company's Common Shares registered hereby.
23.1 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit 5).
23.2 Consent of Arthur Andersen, LLP, with respect to the Company.
23.3 Consent of Arthur Andersen, LLP, with respect to CCA.
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24 Powers of Attorney (Included on the signature pages of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
The Company and CCA hereby undertake:
(1) To file, during any period in which an offer or sale of securities
are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's or CCA's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may permitted to trustees, directors, officers and controlling
persons of the Company and CCA pursuant to the foregoing provisions, or
otherwise, the Company and CCA have been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
or CCA in the successful defense of any action, suit or proceeding) is asserted
by such trustee, officer, or controlling person in connection with the
securities being registered, the Company or CCA will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee on this 18th day
of July, 1997.
CCA PRISON REALTY TRUST
By: /s/ D. Robert Crants, III
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D. Robert Crants, III, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
immediately below constitutes and appoints D. Robert Crants, III and Michael W.
Devlin, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ J. Michael Quinlan Chief Executive Officer (Principal July 18, 1997
- -------------------------- Executive Officer) and Trustee
J. Michael Quinlan
/s/ D. Robert Crants, III President and Trustee July 18, 1997
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D. Robert Crants, III
/s/ Michael W. Devlin Chief Development Officer July 18, 1997
- -------------------------- and Trustee
Michael W. Devlin
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/s/ Doctor R. Crants Chairman; Trustee July 18, 1997
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Doctor R. Crants
/s/ Vida H. Carroll Chief Financial Officer (Principal July 18, 1997
- -------------------------- Financial and Accounting Officer)
Vida H. Carroll
/s/ C. Ray Bell Trustee July 18, 1997
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C. Ray Bell
Trustee July ___, 1997
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Richard W. Cardin
Trustee July ___, 1997
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Monroe J. Carell, Jr.
/s/ John W. Eakin, Jr. Trustee July 18, 1997
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John W. Eakin, Jr.
/s/ Ted Feldman Trustee July 18, 1997
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Ted Feldman
Trustee July ___, 1997
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Jackson W. Moore
/s/ Rusty L. Moore Trustee July 18, 1997
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Rusty L. Moore
/s/ Joseph V. Russell Trustee July 18, 1997
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Joseph V. Russell
Trustee July ___, 1997
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Charles W. Thomas, Ph.D.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Corrections Corporation of America certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee on this 18th day of July, 1997.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
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Doctor R. Crants, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
immediately below constitutes and appoints Doctor R. Crants and Darrell K.
Massengale, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Doctor R. Crants Chairman of the Board; Chief July 18, 1997
- -------------------------- Executive Officer; and Director
Doctor R. Crants (Principal Executive Officer)
/s/ Darrell K. Massengale Vice President, Finance; Chief July 18, 1997
- -------------------------- Financial Officer; Secretary and
Darrell K. Massengale Treasurer (Principal Financial and
Accounting Officer)
/s/ Thomas W. Beasley Chairman Emeritus and Director July 18, 1997
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Thomas W. Beasley
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/s/ Joseph F. Johnson Director July 18, 1997
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Joseph F. Johnson
/s/ William F. Andrews Director July 18, 1997
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William F. Andrews
/s/ R. Clayton McWhorter Director July 18, 1997
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R. Clayton McWhorter
/s/ Samuel W. Bartholomew, Jr. Director July 18, 1997
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Samuel W. Bartholomew, Jr.
Director July ___, 1997
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Jean-Pierre Cuny