Corrections Corp of America – ‘8-K’ for 2/23/00

On:  Tuesday, 2/29/00   ·   As of:  3/1/00   ·   For:  2/23/00   ·   Accession #:  950144-0-2830   ·   File #:  0-25245

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Prison Realty Trust, Inc                               4     15K 
 2: EX-10.1     First Amendment to Securities Purchase Agreement       4     17K 
 3: EX-99.1     Letter to Board of Directors                          11     41K 
 4: EX-99.2     Press Release                                          1      6K 

8-K   —   Prison Realty Trust, Inc
Document Table of Contents

8-K
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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): February 23, 2000

 Prison Realty Trust, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

     Maryland                       0-25245                 62-1763875
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer  
     of incorporation)                                       Identification No.)

10 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215
--------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)

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

Not Applicable
--------------------------------------------------------------------------------
 (Former name or former address, if changed since last report)

8-K
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd

ITEM 5.  OTHER EVENTS.                                                          

      On Wednesday, February 23, 2000, the board of directors of Prison Realty
Trust, Inc. (the "Company") received an unsolicited proposal from Pacific Life  
Insurance Company ("Pacific Life") regarding a transaction intended to serve as 
an alternative to the previously announced restructuring transactions which     
included a sale of up to $350.0 million in convertible securities to a group of 
investors led by an affiliate of Fortress Investment Group LLC and affiliates of
The Blackstone Group, together with an affiliate of Bank of America Corporation.
The text of Pacific Life's proposal is filed as Exhibit 99.1 herewith and is    
incorporated herein in its entirety. In connection with the receipt of the      
unsolicited proposal, the Company's board of directors has determined, after    
reviewing the proposal with its financial and legal advisors, that it is        
appropriate for the Company and its financial advisors to commence              
negotiations with Pacific Life regarding a potential transaction. The press     
release issued by the Company with respect to the announcement of these events  
is filed as Exhibit 99.2 herewith and is incorporated herein in its entirety.   
The Company does not intend to report on the status of negotiations with Pacific
Life or provide updates on the terms of Pacific Life's proposal prior to        
reaching a definitive agreement with Pacific Life or prior to determining that  
no definitive agreement will be reached.                                        

     Also in connection with the board's receipt of the unsolicited proposal
and its determination to have the Company and its financial advisors commence   
negotiations with Pacific Life regarding a potential transaction, the Company   
has entered into an amendment to the Securities Purchase Agreement governing the
previously announced restructuring transactions which is intended to clarify    
certain provisions contained therein. The amendment is filed as Exhibit 10.1    
herewith and is incorporated herein in its entirety.                            

     This Form 8-K contains forward-looking statements within the meaning of
Section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of   
the Securities Exchange Act of 1934, as amended. The Company's actual results   
could differ materially from those set forth in the forward-looking statements. 

ITEM 7(C).  EXHIBITS.                                                           

The following exhibits are filed as part of this Current Report:                

10.1   First Amendment to Securities Purchase Agreement, dated as of February   
       28, 2000, by and among the Company, Corrections Corporation of America, a
  Tennessee corporation, Prison Management Services, Inc., a Tennessee
      corporation, and Juvenile and Jail Facility Management Services, Inc., a
     Tennessee corporation, on the one hand, and Prison Acquisition Company,
L.L.C., a Delaware limited liability company, on the other hand.  

99.1   Letter to the Board of Directors of the Company, dated February 22, 2000,
from Pacific Life Insurance Company.                              

99.2   Company Press Release, dated February 29, 2000.                          

 2

8-K
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd

SIGNATURES

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

Date: February 29, 2000                 PRISON REALTY TRUST, INC.               

                        By: /s/ DOCTOR R. CRANTS
                                            ------------------------------------
                            Its: Chief Executive Officer
                                             -----------------------------------

 3

8-K
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th

 EXHIBIT INDEX

Exhibit                                                                         
Number       Description of Exhibits                                            
------       -----------------------                                            

10.1         First Amendment to Securities Purchase Agreement, dated as of      
  February 28, 2000, by and among the Company, Corrections
            Corporation of America, a Tennessee corporation, Prison Management
        Services, Inc., a Tennessee corporation, and Juvenile and Jail
             Facility Management Services, Inc., a Tennessee corporation, on the
      one hand, and Prison Acquisition Company, L.L.C., a Delaware
limited liability company, on the other hand.         

99.1         Letter to the Board of Directors of the Company, dated February 22,
2000, from Pacific Life Insurance Company.            

99.2         Company Press Release, dated February 29, 2000.                    

         4

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed as of:		3/1/00							None on these Dates
Filed on:		2/29/00		2		4
		2/28/00		2		4
For Period End:		2/23/00		1		2
		2/22/00		2		4
									List all Filings