Corrections Corp of America – ‘8-K12G3’ for 1/6/99

As of:  Wednesday, 1/6/99   ·   For:  1/6/99   ·   Accession #:  950144-99-63   ·   File #:  0-25245

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Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Prison Realty Corp Form 8-K12G3                       20    103K 
 2: EX-3.2      Amended and Restated Bylaws of the Company            19     75K 
 3: EX-4.6      Form of 7.5 Convertible                               23     82K 
 4: EX-4.7      Note From the Company                                  2     17K 
 5: EX-10.1     Master Agreement to Lease Dated 1/1/99                52    230K 
14: EX-10.10    Assignment Agreement Dated 12/31/98                    5     26K 
15: EX-10.11    Contribution Agreement Dated 12/31/98                 19     71K 
16: EX-10.12    Contribution Agreement Dated 12/31/98                  5     27K 
17: EX-10.13    Contribution Agreement Dated 12/31/98                  5     27K 
18: EX-10.14    Assignment & Assumption Agreement 12/31/98             4     21K 
19: EX-10.15    Assignment & Assumption Agreement 12/31/98             4     22K 
20: EX-10.16    Services Agreement Dated 1/1/99                        4     19K 
21: EX-10.17    Tenant Insentive Agreement 1/1/99                      4     18K 
 6: EX-10.2     Form of Lease Agreement                                5     20K 
22: EX-10.22    Note Purchase Agreement 1/1/99                        48    214K 
23: EX-10.26    Administration Service Agreement 1/1/99                5     28K 
24: EX-10.27    Administration Service Agreement 1/1/99                5     28K 
25: EX-10.28    Employment Agreement Dated 1/1/99                      6     35K 
26: EX-10.29    Employment Agreement Dated 1/1/99                      6     35K 
 7: EX-10.3     Right to Purchase Agreement                            7     33K 
27: EX-10.30    Employment Agreement                                   5     26K 
28: EX-10.31    Amended and Restated Charter                           4     21K 
29: EX-10.32    Amended and Restated Charter                           4     21K 
30: EX-10.33    Credit Agreement Dated 1/1/99                        127    476K 
31: EX-10.34    Standstill Agreement Dated 12/31/98                   14     65K 
32: EX-10.35    Intercreditor and Subordination Agreement             13     61K 
33: EX-10.36    Note Purchase Agreement Dated 12/31/98                57    259K 
34: EX-10.37    Registration Rights Agreement 12/31/98                21     93K 
35: EX-10.38    Preemptive Rights Agreement                            4     24K 
 8: EX-10.4     Service Mark & Trade Name Use Agreement               10     39K 
 9: EX-10.5     Service Mark & Name Use Agreement                      8     35K 
10: EX-10.6     Service Mark & Trade Name Use Agreement                8     34K 
11: EX-10.7     Promissory Note Dated 12/31/98                         4     22K 
12: EX-10.8     Guaranty Agreement Dated 12/31/98                      4     21K 
13: EX-10.9     Assignment Agreement Dated 12/31/98                    4     20K 
36: EX-23.1     Consent of Arthur Andersen LLP                         1     12K 
37: EX-23.2     Consent of Arthur Andersen LLP                         1     12K 
38: EX-23.3     Consent of Arthur Andersen LLP                         1     12K 
39: EX-99.1     Press Release 1/4/99                                   1     13K 

8-K12G3   —   Prison Realty Corp Form 8-K12G3
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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):
 January 6, 1999 (December 31, 1998)

 PRISON REALTY CORPORATION
 -------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                                       
                    MARYLAND                                                        62-1763875         
----------------------------------------------        -----------------------   -----------------------
(State or other jurisdiction of incorporation)        (Commission File Number)     (I.R.S. Employer    
                                                                                   Identification No.) 

  10 BURTON HILLS BOULEVARD, NASHVILLE, TENNESSEE                                             37215    
----------------------------------------------------                                      -------------
       (Address of principal executive offices)                                             (Zip Code) 

Registrant's telephone number, including area code: (615) 263-0200

NOT APPLICABLE
--------------------------------------------------------------------------------
 (Former name or former address, if changed since last report)

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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS                                   

  Effective January 1, 1999, Prison Realty Corporation, a Maryland
corporation (the "Company"), completed the transactions contemplated by the     
Amended and Restated Agreement and Plan of Merger, dated September 29, 1998 (the
"Merger Agreement"), by and among Corrections Corporation of America, a         
Tennessee corporation ("CCA"), CCA Prison Realty Trust, a Maryland real estate  
investment trust ("Prison Realty"), and the Company. The Merger Agreement and   
the transactions contemplated thereby were approved and adopted by the          
shareholders of CCA and Prison Realty at special meetings held on December 1,   
1998 and December 3, 1998, respectively. The Company intends to operate so as to
qualify as a real estate investment trust for federal income tax purposes (a    
"REIT").                                                                        

       Pursuant to the terms of the Merger Agreement, each of CCA and Prison
Realty was merged with and into the Company, with the Company being the         
surviving corporation. In the Merger, each issued and outstanding share of CCA  
common stock, $1.00 par value per share ("CCA Common Stock"), was converted into
the right to receive 0.875 share of common stock, $0.01 par value per share, of 
the Company ("Company Common Stock"). Each issued and outstanding common share, 
$0.01 par value per share, of Prison Realty ("Prison Realty Common Shares") was 
converted into 1.0 share of Company Common Stock. Each issued and outstanding 8%
Series A Cumulative Preferred Share, $0.01 par value per share, of Prison Realty
("Prison Realty Preferred Shares") was converted into 1.0 share of the 8% Series
A Cumulative Preferred Stock, $0.01 par value per share, of the Company         
("Company Preferred Stock"). Approximately 105,272,183 shares of Company Common 
Stock and 4,300,000 shares of Company Preferred Stock were exchanged in the     
Merger.                                                                         

     As a result of the Merger, the CCA Common Stock, which prior to the
Merger traded on the New York Stock Exchange (the "Exchange") under the symbol  
"CCA," and the Prison Realty Common Shares and Prison Realty Preferred Shares,  
which prior to the Merger traded on the Exchange under the symbols "PZN" and    
"PZN PrA", respectively, are no longer traded on the Exchange or on any other   
securities exchange or market. The Company Common Stock is traded on the        
Exchange under the symbol "PZN" and the Company Preferred Stock is traded on the
Exchange under the symbol "PZN PrA". With the completion of the Merger, the     
Company Common Stock issued to CCA's shareholders and Prison Realty's           
shareholders is deemed to be registered under Section 12(b) of the Securities   
Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 12g-3(c)
of the Securities and Exchange Commission (the "Commission").                   

       Immediately prior to and contemporaneously with the completion of the
Merger, the Company, Prison Realty and CCA engaged in a series of transactions  
(the "Merger-Related Transactions") designed to provide for the strategic       
combination of the companies and to enable the Company to meet the requirements 
applicable to REITs. The Merger-Related Transactions are summarized as follows: 

      -        Immediately prior to the Merger, CCA sold to a newly formed
        management company, Correctional Management Services
Corporation, a Tennessee corporation        

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            ("Operating Company"), all of the issued and outstanding
                capital stock of certain wholly owned corporate subsidiaries
          of CCA, certain management contracts and certain other
              non-real estate assets related thereto, and entered into a
                 trade name use agreement with Operating Company, as described
                herein. In exchange, CCA received an installment note in the
              principal amount of $137.0 million (the "Operating Company
            Note"), 100% of the non-voting common stock of Operating
                Company and certain additional consideration under the trade
                name use agreement as described below. The non-voting common
          stock represents a 9.5% economic interest in Operating
                  Company. The Company has certain preemptive rights to maintain
                  this interest pursuant to an agreement with Operating Company.
                 The Operating Company Note is payable over 10 years and bears
                 interest at a rate of 12% per annum. Interest only is payable
               for the first four years of the Operating Company Note, and
                 the principal will be amortized over the following six years.
               To the extent Operating Company may generate available cash
              flow from operations in excess of amounts required to make
            payments under the Operating Company Credit Facility, as
                  hereinafter defined and discussed, such funds shall be used to
              prepay the principal due under the Operating Company Note.
         Doctor R. Crants has guaranteed payment of 10% of the
                outstanding principal amount due under the Operating Company
          Note. The Operating Company Credit Agreement restricts
             Operating Company's payment of principal and interest due
                 Company under the Operating Company Note in certain specified
                instances and further provides that payments due the Company
                  under the Operating Company Note are subordinate and junior in
                 right to the obligations and liabilities of Operating Company
     to General Electric Capital Corporation ("GECC").

      -        Immediately prior to the Merger, CCA entered into a service
                 mark and trade name use agreement with Operating Company (the
         "Trade Name Use Agreement"). Under the Trade Name Use
         Agreement, which has a term of ten years, CCA granted
            Operating Company the right to use the name "Corrections
               Corporation of America" and derivatives thereof, subject to
                specified terms and conditions therein. In consideration for
                 such right, Operating Company is obligated to pay a fee equal
               to (i) 2.75% of the gross revenues of Operating Company for
               the first three years of the Trade Name Use Agreement; (ii)
                 3.25% of Operating Company's gross revenues for the following
                  two years of the Trade Name Use Agreement; and (iii) 3.625% of
                Operating Company's gross revenues for the remaining term of
                  the Trade Name Use Agreement, provided that the amount of such
             fee may not exceed (a) 2.75% of the gross revenues of the
           Company for the first three years of the Trade Name Use
              Agreement; (b) 3.5% of the Company's gross revenues of the
             Company for the following two years of the Trade Name Use
                 Agreement; and (c) 3.875% of the Company's gross revenues for
       the remaining term of the Trade Name Use Agreement.

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     -        Immediately prior to the Merger, CCA transferred to Prison
          Management Services, LLC, a Delaware limited liability
                 company, certain management contracts and all non-real estate
                assets relating to government-owned adult prison facilities.
               In exchange, CCA received 100% of the non-voting membership
              interest in Prison Management Services, LLC. This interest
     obligated Prison Management Services, LLC to make
           distributions to CCA equal to 95% of its net income, as
determined in accordance with GAAP.         

       -        Immediately prior to the Merger, CCA transferred to Juvenile
                  and Jail Facility Management Services, LLC, a Delaware limited
           liability company, certain management contracts and all
                 non-real estate assets relating to government-owned jails and
              juvenile facilities. In exchange, CCA received 100% of the
                non-voting membership interest in Juvenile and Jail Facility
                  Management Services, LLC. This interest obligated Juvenile and
                Jail Facility Management Services, LLC to make distributions
           to CCA equal to 95% of its net income, as determined in
accordance with GAAP.                       

        -        Immediately after the Merger, Prison Management Services, LLC
            merged with and into Prison Management Services, Inc., a
             Tennessee corporation ("Service Company A"), with Service
               Company A as the surviving company. In connection with this
              merger, the Company received 100% of the non-voting common
           stock of Service Company A. The non-voting common stock
               obligates Service Company A to pay dividends to the Company
               equal to 95% of its net income, as determined in accordance
with GAAP.                                  

   -        Immediately after the Merger, Juvenile and Jail Facility
              Management Services, LLC merged with and into Juvenile and
                  Jail Facility Management Services, Inc. ("Service Company B"),
                  with Service Company B as the surviving company. In connection
                 with this merger, the Company received 100% of the non-voting
                  common stock of Service Company B. The non-voting common stock
               obligates Service Company B to pay dividends to the Company
               equal to 95% of its net income, as determined in accordance
with GAAP.                                  

   -        Immediately after the Merger, all leases between CCA and
             Prison Realty were canceled and the Company and Operating
              Company entered into a master lease agreement (the "Master
                 Agreement to Lease") and leases with respect to each property
              owned by the Company and managed by Operating Company (the
                  "Operating Company Leases"). The term of the Operating Company
                  Leases are 12 years which may be extended at fair market rates
          for three additional five-year periods upon the mutual
                agreement of the Company and Operating Company. Although the
               Company has general recourse to Operating Company under the
         Operating Company Leases, Operating Company's payment
                  obligations under the Operating Company Leases are not secured
           by any assets of Operating Company. Operating Company's

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                obligations under the Operating Company Leases, however, are
               cross-defaulted. Pursuant to the terms of the Intercreditor
            and Subordination Agreement, the obligation of Operating
                 Company to the Company under the Operating Company Leases are
                 subordinate and junior in right of payment to all obligations
              and liabilities of Operating Company to GECC. In addition,
             pursuant to the terms of the Master Agreement to Lease, a
           portion of the rent due the Company under the Operating
                 Company Leases shall be deferred if certain Operating Company
financial criteria are not met.             

  -        Immediately after the Merger, the Company and Operating
                  Company entered into a Right to Purchase Agreement (the "Right
               to Purchase Agreement") pursuant to which Operating Company
                granted to the Company a right to acquire, and lease back to
      Operating Company at fair market rental rates, any
                correctional or detention facility acquired or developed and
               owned by Operating Company in the future for a period of 10
               years following the date inmates are first received at such
               facility. The initial annual rental rate on such facilities
            will be the fair market rental rate as determined by the
                  Company and Operating Company. Additionally, Operating Company
               granted the Company a right of first refusal to acquire any
              Operating Company-owned correctional or detention facility
              should Operating Company receive an acceptable third party
offer to acquire any such facility.         

   -        Immediately after the Merger, the Company entered into a
                services agreement (the "Services Agreement") with Operating
                Company pursuant to which Operating Company is to serve as a
                 facilitator of the construction and development of additional
                facilities on behalf of the Company for a term of five years
              from the date of the Services Agreement. In such capacity,
           Operating Company will perform, at the direction of the
                Company, services needed in the construction and development
                of correctional and detention facilities, including services
                 related to identification of potential additional facilities,
              preparation of proposals, project bidding, project design,
                 government relations, and project marketing. In consideration
                  for the performance of such services by Operating Company, the
           Company will pay a fee equal to 5% of the total capital
                 expenditures (excluding the incentive fee discussed below and
                  the 5% fee herein referred to) incurred in connection with the
              construction and development of a facility, plus an amount
               equal to $560 per new bed for facility preparation services
            provided by Operating Company prior to the date on which
                inmates are first received at such facility. Under the terms
                  of the Services Agreement, the Company is not obligated to pay
                the services fee of $560 per new bed unless the rent payable
            under the Operating Company Lease for the facility being
               developed is determined based upon the fair market value of
                 the facility with an applicable lease rate of at least 11.0%.

   -        Immediately after the Merger, the Company entered into a
                 tenant incentive agreement (the "Tenant Incentive Agreement")
with Operating Company pursuant             

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         to which the Company will pay to Operating Company an
           incentive fee to induce Operating Company to enter into
             Operating Company Leases with respect to those facilities
                 developed and facilitated by Operating Company. The amount of
               the incentive fee will be $840 per new bed of each facility
               leased by Operating Company for which Operating Company has
               served as developer and facilitator. Under the terms of the
               Tenant Incentive Agreement, the Company is not obligated to
               pay the incentive fee with respect to a facility unless the
          rent payable under the Operating Company Lease for the
                  facility is determined based upon the fair market value of the
                facility with an applicable lease rate of at least 11.0%. No
                fee will be payable with respect to additions to a facility.

      -        Immediately after the Merger, each of Service Company A and
             Service Company B entered into an administrative services
       agreement with Operating Company (collectively, the
           "Administrative Services Agreements") pursuant to which
               employees of Operating Company's administrative departments
                 will perform extensive administrative services (including but
                 not limited to legal, finance, management information systems
                  and government relations services), as needed, for the Service
               Companies. As consideration for the foregoing, each Service
          Company will pay Operating Company a management fee of
             $250,000 per month. This management fee will be increased
               annually at the rate of four percent per year. In addition,
                  Operating Company entered into a trade name use agreement with
               each of the Service Companies under which Operating Company
                 granted to each of the Service Companies the right to use the
             name "Corrections Corporation of America" and derivatives
               thereof, subject to specified terms and conditions therein.

  As a result of the Merger, the Company acquired assets including
detention and correctional facilities previously owned by CCA or Prison Realty  
and ownership of the name "Corrections Corporation of America" and derivatives  
thereof. The Company also succeeded to CCA's rights under the Operating Company 
Note and the Trade Name Use Agreement and, as a result of the Merger, owns an   
interest in Operating Company, Service Company A and Service Company B. For     
additional information concerning the Merger and the business and operations of 
the Company following the Merger, please see the Prospectus filed on October    
30, 1998 included in the Company's Registration Statement on Form S-4 filed with
the Commission on September 30, 1998 and declared effective on October 16, 1998 
(File No. 333-65017)(the "Registration Statement").                             

     In connection with the merger of CCA with and into the Company, the
Company assumed or issued in exchange for similar current outstanding securities
(i) $7.0 million 8.5% Convertible Subordinated Notes due November 7, 1999,      
originally issued to Sodexho Alliance, S.A. ("Sodexho") by CCA on June 23, 1994,
which are convertible into 1,709,699 shares of Company Common Stock at a        
conversion price of $4.094 per share; (ii) $20.0 million 7.5% Convertible       
Subordinated Notes due February 28, 2002, originally issued to Sodexho by CCA on
February 28, 1996, which are convertible into 701,135 shares of Company Common  
Stock at a conversion price of $28.525 per                                      

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share; (iii) $30.0 million 7.5% Convertible Subordinated Notes due February 28, 
2005, issued by the Company to PMI Mezzanine Fund, L.P. ("PMI"), which are      
convertible into 1,094,120 shares of the Company Common Stock at a conversion   
price of $27.419 per share and which replace the convertible subordinated notes 
originally issued by CCA to PMI on February 29, 1996; and (iv) the forward      
contract of CCA whereby CCA agreed to sell to Sodexho up to $20.0 million of    
convertible subordinated notes at any time prior to December 1999. The notes    
which may be purchased pursuant to the forward contract will bear interest at   
LIBOR, as hereinafter defined, plus 1.35% and will be convertible into shares of
Company Common Stock at a conversion price of $7.80 per share.                  

        A copy of the press release announcing the completion of the Merger is
attached hereto as Exhibit 99.1.                                                

ITEM 5.  OTHER EVENTS                                                           

      Descriptions of the Company Common Stock and Company Preferred Stock
are set forth under the caption "New Prison Realty Capital Stock" in the        
Registration Statement which is incorporated herein by reference.               

         In connection with the completion of the Merger, the Company obtained a
$650.0 million term loan and revolving credit facility pursuant to the terms of 
a Credit Agreement dated as of January 1, 1999, by and among the Company and    
certain of its subsidiaries and NationsBank, N.A., as Administrative Agent,     
Lehman Commercial Paper, Inc., as Documentation Agent, and the Bank of Nova     
Scotia, as Syndication Agent (the "Credit Facility"). The Credit Facility       
provides the Company with a $400.0 million revolving credit facility (the       
"Revolving Credit Facility") and a $250.0 million term loan facility (the "Term 
Loan Facility"). The Revolving Credit Facility matures January 1, 2002 and the  
Term Loan Facility matures January 1, 2003. The Credit Facility is secured by   
substantially all the assets of the Company. The Revolving Credit Facility bears
interest at variable rates of interest based on a spread over the base rate or  
the London Interbank Offered Rate ("LIBOR") (as elected by the Company), which  
spread is determined by reference to the Company's credit rating. The spread    
ranges from .25% to 1.25% for base rate loans and from 1.375% to 2.75% for LIBOR
rate loans. The Company is currently not rated. As such, under the terms of the 
Credit Agreement, the initial interest rate spreads will be 1.00% for base rate 
loans and 2.50% for LIBOR rate loans. The Term Loan Facility bears interest at a
variable base rate equal to 3.25% in excess of LIBOR. The Revolving Credit      
Facility also allows for a $150.0 million letter of credit sub-facility,        
enabling the Company to obtain letters of credit for general corporate purposes.
Upon the initial funding of the Credit Facility the Company has $340.0 million  
currently outstanding under the Revolving Credit Facility and $250.0 million    
currently outstanding under the Term Loan Facility. Amounts drawn under the     
Revolving Credit Facility included $114.0 million required to temporarily cash  
collateralize outstanding Letters of Credit which are not yet reissued under the
Credit Facility. Approximately $502.0 million of amounts currently outstanding  
under the Credit Facility was used to repay outstanding indebtedness under      
Prison Realty's and CCA's credit facilities prior to the Merger.                

         Also in connection with the completion of the Merger, Operating Company
obtained a revolving credit facility of up to $30.0 million pursuant to the     
terms of a Credit Agreement, dated as of December 31, 1998 (the "Operating      
Company Credit Agreement"), with GECC for itself, as lender, and as agent for   
other lenders signatory thereto. No amounts are currently outstanding under the 
Operating Company facility. In order to facilitate this credit facility, the    

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Company executed in favor of GECC a Standstill Agreement (the "Standstill       
Agreement") and an Intercreditor and Subordination Agreement (the "Intercreditor
and Subordination Agreement").                                                  

 The Standstill Agreement provides, among other things, that the
Company will not terminate any of the Operating Company Leases or the Trade Name
Use Agreement between the Company and Operating Company until all obligations of
Operating Company to GECC under the Credit Agreement have been paid in full,    
and, upon the occurrence of certain events of default, the Company will not take
any other remedial action under such agreements. In addition, the Master        
Agreement of Lease provides that ten percent (10%) of the Base Rent and the     
Additional Rent under each Lease shall be deferred if Operating Company's EBITDA
as of the end of any trailing four quarter period is $5.0 million or more less  
than Operating Company's projected management case as provided to GECC with     
respect to such period, and such deferral will continue until Operating         
Company's EBITDA as of the end of any subsequent trailing four quarter period is
equal to or greater than such management case. Once such deferral ceases, the   
deferred rent is due and payable by Operating Company on a quarterly basis      
within sixty (60) days after the end of each quarter following the termination  
of the deferral.                                                                

 The Intercreditor and Subordination Agreement provides that the
Operating Company Note and all other obligations of Operating Company to the    
Company are subordinate and junior in right of payment to all obligations and   
liabilities of Operating Company to GECC under the Operating Company Credit     
Agreement. The Operating Company Credit Agreement provides that Operating       
Company shall make scheduled payments of interest with respect to the Operating 
Company Note in cash only if, among other things, Operating Company achieves on 
a trailing four quarter basis at least $10.0 million more of EBITDA than 100% of
Operating Company's projected management case as provided to GECC. Even if the  
cash payment of interest is deferred, the Operating Company Credit Agreement    
permits Operating Company to make scheduled payments of interest on the         
Operating Company Note by making payments in kind.                              

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         Based upon (i) the Company's current view of its anticipated results of
operations, (ii) the views of Operating Company as to when it will need to make 
borrowings under the Operating Company Credit Agreement and (iii) Operating     
Company's view that, if necessary, it can refinance the Operating Company Credit
Agreement to include terms more favorable than those currently contained in the 
Standstill Agreement and the Intercreditor and Subordination Agreement, the     
Company does not believe that the provisions of the Standstill Agreement and the
Intercreditor and Subordination Agreement will have a material effect on its    
liquidity or results of operations.                                             

   The Company also agreed to sell $40.0 million principal amount of
Convertible Subordinated Notes (the "Notes") to MDP Ventures IV LLC, a New York 
limited liability company ("MDP"), pursuant to the terms of a Note Purchase     
Agreement dated December 31, 1998 by and between the Company and MDP. The first 
$20.0 million tranche was closed on December 31, 1998 and the second $20.0      
million tranche is expected to close on January 29, 1999. The Notes bear or will
bear interest at 9.5% per annum and are due December 31, 2008 and January 29,   
2009, respectively. The Notes are convertible into shares of Company Common     
Stock at a conversion price of approximately $28.00 per share, as may be        
adjusted under the terms of the Note Purchase Agreement. The Company also       
entered into a Registration Rights Agreement with MDP regarding the registration
of the shares of Company Common Stock to be issued to MDP upon conversion of the
Notes.                                                                          

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS     

        (a)      Financial Statements of Businesses Acquired. Pursuant to Rule
12b-23 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 
the Company hereby incorporates by reference the consolidated financial         
information of Prison Realty, CCA and Operating Company included in its         
Registration Statement, or incorporated by reference therein, previously filed  
with the Commission.                                                            

     (b)      Pro Forma Financial Information. Pursuant to Rule 12-23 of
the Exchange Act, the Company hereby incorporates by reference the pro forma    
combined financial information of the Company included in its Registration      
Statement previously filed with the Commission.                                 

 (c)      Exhibits. The following exhibits are filed herewith or
incorporated by reference hereto:                                               

                                                                [Download Table]

Exhibit                                                                         
Number                          Description of Exhibits                         

                                                                                
2.1               Amended and Restated Agreement and Plan of Merger, dated as of
                  September 29, 1998, by and among Corrections Corporation of   
                  America ("CCA"), CCA Prison Realty Trust ("Prison Realty") and
                  Prison Realty Corporation (the "Company") (included as        
                  Appendix A to the Prospectus filed pursuant to Rule 424(b)(4) 
                  included in the Company's Registration Statement on Form S-4  
                  filed                                                         

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                                                                [Download Table]
                                                                                
                  with the Securities and Exchange Commission on September 30,  
                  1998, as declared effective on October 16, 1998 (File No.     
                  333-65017)(the "Registration Statement"))(as directed by Item 
                  601(b)(1) of Regulation S-K, certain schedules and exhibits to
                  this document are omitted from this filing, and the Registrant
                  agrees to furnish supplementally a copy of any omitted        
                  schedule or exhibit to the Commission upon request).          

3.1               Charter of the Company (previously filed as Exhibit 3.1 to the
                  Registration Statement and incorporated herein by reference). 

3.2               Amended and Restated Bylaws of the Company.                   

4.1               Provisions defining the rights of stockholders are found in   
                  Sections SIXTH through SEVENTH and Article II in the Charter  
                  and Bylaws, respectively, of the Company (included as Exhibits
                  3.1 and 3.2 hereto).                                          

4.2               Specimen of certificate representing the Company's Common     
                  Stock (previously filed as Exhibit 4.2 to the Registration    
                  Statement and incorporated herein by reference).              

4.3               Specimen of certificate representing the Company's 8.0% Series
                  A Cumulative Preferred Stock (previously filed as Exhibit 4.3 
                  to the Registration Statement and incorporated herein by      
                  reference).                                                   

4.4               8.5% Convertible, Subordinated Note due November 7, 1999 made 
                  payable to Sodexho Alliance, S.A. ("Sodexho") in the aggregate
                  principal amount of $7.0 million (previously filed as Exhibit 
                  2 to CCA's Report on Form 8-K (filed on June 30, 1994) and    
                  incorporated herein by reference).                            

4.5               7.5% Convertible, Subordinated Note due February 28, 2002 made
                  payable to Sodexho in the aggregate principal amount of $20.0 
                  million (previously filed as Exhibit 4(v) to CCA's Annual     
                  Report on Form 10-K (filed on March 31, 1997) and incorporated
                  herein by reference).                                         

4.6               7.5% Convertible, Subordinated Note due February 28, 2005 made
                  payable to PMI Mezzanine Fund, L.P. in the aggregate principal
                  amount of $30.0 million.                                      

4.7               Note from Company made payable to MDP Ventures IV LLC dated   
                  December 31, 1998 in the principal amount of $20.0 million.   

10.1              Master Agreement to Lease dated as of January 1, 1999 by and  
                  between the Company, USCC, Inc. and Correctional Management   
                  Services Corporation ("CMSC").                                

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10.2   Form of Lease Agreement by and between the Company and CMSC.     

10.3   Right to Purchase Agreement dated as of January 1, 1999 by and   
       between the Company and CMSC.                                    

10.4   Service Mark and Trade Name Use Agreement dated as of December   
       31, 1998 by and between CCA and CMSC.                            

10.5   Service Mark and Trade Name Use Agreement dated as of December   
       31, 1998 by and between CMSC and Prison Management Services, LLC.

10.6   Service Mark and Trade Name Use Agreement dated as of December   
       31, 1998 by and between CMSC and Juvenile and Jail Facility      
       Management Services, LLC.                                        

10.7   Promissory Note dated December 31, 1998 executed by CMSC made    
       payable to CCA in the principal amount of $137.0 million.        

10.8   Guaranty Agreement dated December 31, 1998 executed and          
       delivered by Doctor R. Crants to CCA.                            

10.9   Assignment Agreement dated as of December 31, 1998 by and        
       between CCA and Corrections Partners, Inc. and related Bill      
       of Sale.                                                         

10.10  Assignment Agreement dated as of December 31, 1998 by and        
       among Corrections Partners, Inc., Concept Incorporated,          
       TransCor America, Inc., certain other subsidiaries of            
       CCA, and CMSC and related Bill of Sale.                          

10.11  Contribution Agreement dated as of December 31, 1998 by and      
       between CCA and CMSC.                                            

10.12  Contribution Agreement dated as of December 31, 1998 by and      
       between CCA and Prison Management Services, LLC.                 

10.13  Contribution Agreement dated as of December 31, 1998 by and      
       between CCA and Juvenile and Jail Facility Management            
       Services, LLC.                                                   

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10.14             Assignment and Assumption Agreement dated as of December 31,  
                  1998 by and among CCA, Corrections Partners, Inc., Gadsden    
                  Correctional Institute, Inc., and Prison Management Services, 
                  LLC.                                                          

10.15             Assignment and Assumption Agreement dated as of December 31,  
                  1998 by and among CCA, Concept Incorporated, Corrections      
                  Partners, Inc. and Juvenile and Jail Facility Management      
                  Services, LLC.                                                

10.16             Services Agreement dated as of January 1, 1999 by and between 
                  the Company and CMSC.                                         

10.17             Tenant Incentive Agreement dated as of January 1, 1999 by and 
                  between the Company and CMSC.                                 

10.18             Securities Purchase Agreement, dated June 23, 1994, between   
                  CCA and Sodexho (previously filed as Exhibit 2 to CCA's Report
                  on Form 8-K (filed June 30, 1994) and incorporated herein by  
                  reference).                                                   

10.19             Amendment No. 1 to Securities Purchase Agreement, dated as of 
                  July 11, 1995, between Sodexho and CCA (previously filed as   
                  Exhibit 10.145 to CCA's Annual Report on Form 10-K (filed on  
                  March 29, 1996) and incorporated herein by reference).        

10.20             Amendment No. 2, dated December 31, 1996, to Securities       
                  Purchase Agreement, dated as of June 23, 1994, between Sodexho
                  and CCA (previously filed as Exhibit 10.162 to CCA's Annual   
                  Report on Form 10-K (filed on March 31, 1997) and incorporated
                  herein by reference).                                         

10.21             1997 Amendment to 1994 Securities Purchase Agreement by and   
                  between CCA and Sodexho, dated December 30, 1997 (previously  
                  filed as Exhibit 4(bb) to CCA's Annual Report on Form 10-K    
                  (filed on March 30, 1998) and incorporated herein by          
                  reference).                                                   

10.22             Note Purchase Agreement, dated as of January 1, 1999, by and  
                  between CCA and PMI Mezzanine Fund, L.P., including, as       
                  Exhibit R-1 thereto, Registration Rights Agreement, dated as  
                  of January 1, 1999, by and between CCA and PMI Mezzanine Fund,
                  L.P.                                                          

10.23             Note Purchase Agreement, dated as of April 5, 1996, by and    
                  among Sodexho and CCA, relating to the issuance of 7.5%       
                  Convertible, Subordinated Notes in the aggregate principal    
                  amount of $20.0 million (previously filed as Exhibit 4(w) to  

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                  CCA's Annual Report on Form 10-K (filed on March 31, 1997) and
                  incorporated herein by reference).                            

10.24             Registration Rights Agreement with respect to Note Purchase   
                  Agreement, dated as of April 5, 1996, by and between Sodexho  
                  and CCA (previously filed as Exhibit 4(x) to CCA's Annual     
                  Report on Form 10-K (filed on March 31, 1997) and incorporated
                  herein by reference).                                         

10.25             Agreement in Principle by and among Sodexho CCA and Prison    
                  Realty (previously filed as Exhibit 10.13 to the Registration 
                  Statement and incorporated herein by reference)               

10.26             Administrative Services Agreement dated as of January 1, 1999 
                  by and between CMSC and Prison Management Services, Inc.      

10.27             Administrative Services Agreement dated as of January 1, 1999 
                  by and between CMSC and Juvenile and Jail Facility Management 
                  Services, Inc.                                                

10.28             Employment Agreement dated as of January 1, 1999 by and       
                  between Doctor R. Crants and the Company.                     

10.29             Employment Agreement dated as of January 1, 1999 by and       
                  between Doctor R. Crants and CMSC.                            

10.30             Employment Agreement dated as of January 1, 1999 by and       
                  between J. Michael Quinlan and the Company.                   

10.31             Amended and Restated Charter of Prison Management Services,   
                  Inc.                                                          

10.32             Amended and Restated Charter of Juvenile and Jail Facility    
                  Management Services, Inc.                                     

10.33             Credit Agreement dated as of January 1, 1999 by and among the 
                  Company and certain of it subsidiaries and NationsBank, N.A., 
                  as Administrative Agent, Lehman Commercial Paper, Inc., as    
                  Documentation Agent, and the Bank of Nova Scotia, as          
                  Syndication Agent.                                            

10.34             Standstill Agreement dated as of December 31, 1998 executed by
                  the Company in favor of General Electric Capital Corporation  
                  ("GECC").                                                     

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10.35             Intercreditor and Subordination Agreement dated as of December
                  31, 1998 executed by the Company in favor of GECC.            

10.36             Note Purchase Agreement dated as of December 31, 1998 by and  
                  between the Company and MDP Ventures IV LLC.                  

10.37             Registration Rights Agreement dated as of December 31, 1998 by
                  and between the Company and MDP Ventures IV LLC.              

10.38             Preemptive Rights Agreement dated as of January 1, 1999 by and
                  between the Company and CMSC.                                 

23.1              Consent of Arthur Andersen LLP with respect to Prison Realty. 

23.2              Consent of Arthur Andersen LLP with respect to CCA.           

23.3              Consent of Arthur Andersen LLP with respect to CMSC.          

99.1              Press Release dated January 4, 1999, announcing the completion
                  of the Merger.                                                

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Current Report on Form 8-K to be signed on  
its behalf by the undersigned hereunto duly authorized.                         

Date: January 6, 1999                                                           

                     PRISON REALTY CORPORATION

                   By: /s/ Vida H. Carroll
                                     -----------------------------------
                  Vida H. Carroll,
                                       Chief Financial Officer and Secretary

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 EXHIBIT INDEX

                                                                [Download Table]

Exhibit                                                                         
Number                          Description of Exhibits                         

                                                                                
2.1               Amended and Restated Agreement and Plan of Merger, dated as of
                  September 29, 1998, by and among Corrections Corporation of   
                  America ("CCA"), CCA Prison Realty Trust ("Prison Realty") and
                  Prison Realty Corporation (the "Company") (included as        
                  Appendix A to the Prospectus filed pursuant to Rule 424(b)(4) 
                  included in the Company's Registration Statement on Form S-4  
                  filed with the Securities and Exchange Commission on September
                  30, 1998, as declared effective on October 16, 1998 (File No. 
                  333-65017)(the "Registration Statement"))(as directed by Item 
                  601(b)(1) of Regulation S-K, certain schedules and exhibits to
                  this document are omitted from this filing, and the Registrant
                  agrees to furnish supplementally a copy of any omitted        
                  schedule or exhibit to the Commission upon request).          

3.1               Charter of the Company (previously filed as Exhibit 3.1 to the
                  Registration Statement and incorporated herein by reference). 

3.2               Amended and Restated Bylaws of the Company.                   

4.1               Provisions defining the rights of stockholders are found in   
                  Sections SIXTH through SEVENTH and Article II in the Charter  
                  and Bylaws, respectively, of the Company (included as Exhibits
                  3.1 and 3.2 hereto).                                          

4.2               Specimen of certificate representing the Company's Common     
                  Stock (previously filed as Exhibit 4.2 to the Registration    
                  Statement and incorporated herein by reference).              

4.3               Specimen of certificate representing the Company's 8.0% Series
                  A Cumulative Preferred Stock (previously filed as Exhibit 4.3 
                  to the Registration Statement and incorporated herein by      
                  reference).                                                   

4.4               8.5% Convertible, Subordinated Note due November 7, 1999 made 
                  payable to Sodexho Alliance, S.A. ("Sodexho") in the aggregate
                  principal amount of $7.0 million (previously filed as Exhibit 
                  2 to CCA's Report on Form 8-K (filed on June 30, 1994) and    
                  incorporated herein by reference).                            

4.5               7.5% Convertible, Subordinated Note due February 28, 2002 made
                  payable to Sodexho in the aggregate principal amount of $20.0 
                  million (previously filed as Exhibit 4(v) to CCA's Annual     
                  Report on Form 10-K (filed on March 31, 1997) and incorporated
                  herein by reference).                                         

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4.6               7.5% Convertible, Subordinated Note due February 28, 2005 made
                  payable to PMI Mezzanine Fund, L.P. in the aggregate principal
                  amount of $30.0 million.                                      

4.7               Note from Company made payable to MDP Ventures IV LLC dated   
                  December 31, 1998 in the principal amount of $20.0 million.   

10.1              Master Agreement to Lease dated as of January 1, 1999 by and  
                  between the Company, USCC, Inc. and Correctional Management   
                  Services Corporation ("CMSC").                                

10.2              Form of Lease Agreement by and between the Company and CMSC.  

10.3              Right to Purchase Agreement dated as of January 1, 1999 by and
                  between the Company and CMSC.                                 

10.4              Service Mark and Trade Name Use Agreement dated as of December
                  31, 1998 by and between CCA and CMSC.                         

10.5              Service Mark and Trade Name Use Agreement dated as of December
                  31, 1998 by and between CMSC and Prison Management Services,  
                  LLC.                                                          

10.6              Service Mark and Trade Name Use Agreement dated as of December
                  31, 1998 by and between CMSC and Juvenile and Jail Facility   
                  Management Services, LLC.                                     

10.7              Promissory Note dated December 31, 1998 executed by CMSC made 
                  payable to CCA in the principal amount of $137.0 million.     

10.8              Guaranty Agreement dated December 31, 1998 executed and       
                  delivered by Doctor R. Crants to CCA.                         

10.9              Assignment Agreement dated as of December 31, 1998 by and     
                  between CCA and Corrections Partners, Inc. and related Bill   
                  of Sale.                                                      

10.10             Assignment Agreement dated as of December 31, 1998 by and     
                  among Corrections Partners, Inc., Concept Incorporated,       
                  TransCor America, Inc., certain other subsidiaries of         
                  CCA, and CMSC and related Bill of Sale.                       

10.11             Contribution Agreement dated as of December 31, 1998 by and   
                  between CCA and CMSC.                                         

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10.12             Contribution Agreement dated as of December 31, 1998 by and   
                  between CCA and Prison Management Services, LLC.              

10.13             Contribution Agreement dated as of December 31, 1998 by and   
                  between CCA and Juvenile and Jail Facility Management         
                  Services, LLC.                                                

10.14             Assignment and Assumption Agreement dated as of December 31,  
                  1998 by and among CCA, Corrections Partners, Inc., Gadsden    
                  Correctional Institute, Inc., and Prison Management Services, 
                  LLC.                                                          

10.15             Assignment and Assumption Agreement dated as of December 31,  
                  1998 by and among CCA, Concept Incorporated, Corrections      
                  Partners, Inc. and Juvenile and Jail Facility Management      
                  Services, LLC.                                                

10.16             Services Agreement dated as of January 1, 1999 by and between 
                  the Company and CMSC.                                         

10.17             Tenant Incentive Agreement dated as of January 1, 1999 by and 
                  between the Company and CMSC.                                 

10.18             Securities Purchase Agreement, dated June 23, 1994, between   
                  CCA and Sodexho (previously filed as Exhibit 2 to CCA's Report
                  on Form 8-K (filed June 30, 1994) and incorporated herein by  
                  reference).                                                   

10.19             Amendment No. 1 to Securities Purchase Agreement, dated as of 
                  July 11, 1995, between Sodexho and CCA (previously filed as   
                  Exhibit 10.145 to CCA's Annual Report on Form 10-K (filed on  
                  March 29, 1996) and incorporated herein by reference).        

10.20             Amendment No. 2, dated December 31, 1996, to Securities       
                  Purchase Agreement, dated as of June 23, 1994, between Sodexho
                  and CCA (previously filed as Exhibit 10.162 to CCA's Annual   
                  Report on Form 10-K (filed on March 31, 1997) and incorporated
                  herein by reference).                                         

10.21             1997 Amendment to 1994 Securities Purchase Agreement by and   
                  between CCA and Sodexho, dated December 30, 1997 (previously  
                  filed as Exhibit 4(bb) to CCA's Annual Report on Form 10-K    
                  (filed on March 30, 1998) and incorporated herein by          
                  reference).                                                   

10.22             Note Purchase Agreement, dated as of January 1, 1999, by and  
                  between CCA and PMI Mezzanine Fund, L.P., including, as       
                  Exhibit R-1 thereto, Registration Rights                      

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       Agreement, dated as of January 1, 1999, by and between CCA and   
       PMI Mezzanine Fund, L.P.                                         

10.23  Note Purchase Agreement, dated as of April 5, 1996, by and       
       among Sodexho and CCA, relating to the issuance of 7.5%          
       Convertible, Subordinated Notes in the aggregate principal       
       amount of $20.0 million (previously filed as Exhibit 4(w) to     
       CCA's Annual Report on Form 10-K (filed on March 31, 1997) and   
       incorporated herein by reference).                               

10.24  Registration Rights Agreement with respect to Note Purchase      
       Agreement, dated as of April 5, 1996, by and between Sodexho     
       and CCA (previously filed as Exhibit 4(x) to CCA's Annual        
       Report on Form 10-K (filed on March 31, 1997) and incorporated   
       herein by reference).                                            

10.25  Agreement in Principle by and among Sodexho CCA and Prison Realty
       (previously filed as Exhibit 10.13 to the Registration           
       Statement and incorporated herein by reference)                  

10.26  Administrative Services Agreement dated as of January 1, 1999    
       by and between CMSC and Prison Management Services, Inc.         

10.27  Administrative Services Agreement dated as of January 1, 1999    
       by and between CMSC and Juvenile and Jail Facility Management    
       Services, Inc.                                                   

10.28  Employment Agreement dated as of January 1, 1999 by and          
       between Doctor R. Crants and the Company.                        

10.29  Employment Agreement dated as of January 1, 1999 by and          
       between Doctor R. Crants and CMSC.                               

10.30  Employment Agreement dated as of January 1, 1999 by and          
       between J. Michael Quinlan and the Company.                      

10.31  Amended and Restated Charter of Prison Management Services,      
       Inc.                                                             

10.32  Amended and Restated Charter of Juvenile and Jail Facility       
       Management Services, Inc.                                        

10.33  Credit Agreement dated as of January 1, 1999 by and among the    
       Company and certain of it subsidiaries and NationsBank, N.A.,    
       as Administrative Agent, Lehman                                  

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                                                                [Download Table]
                                                                                
                  Commercial Paper, Inc., as Documentation Agent, and the Bank  
                  of Nova Scotia, as Syndication Agent.                         

10.34             Standstill Agreement dated as of December 31, 1998 executed by
                  the Company in favor of General Electric Capital Corporation. 

10.35             Intercreditor and Subordination Agreement dated as of December
                  31, 1998 executed by the Company in favor of General Electric 
                  Capital Corporation.                                          

10.36             Note Purchase Agreement dated as of December 31, 1998 by and  
                  between the Company and MDP Ventures IV LLC.                  

10.37             Registration Rights Agreement dated as of December 31, 1998 by
                  and between the Company and MDP Ventures IV LLC.              

10.38             Preemptive Rights Agreement dated as of January 1, 1999 by and
                  between the Company and CMSC.                                 

23.1              Consent of Arthur Andersen LLP with respect to Prison Realty. 

23.2              Consent of Arthur Andersen LLP with respect to CCA.           

23.3              Consent of Arthur Andersen LLP with respect to CMSC.          

99.1              Press Release dated January 4, 1999, announcing the completion
                  of the Merger.                                                

19

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on / For Period End:		1/6/99		1		15
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		2/29/96		7
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