Corrections Corp of America – ‘8-K’ for 4/5/00

On:  Monday, 4/10/00   ·   For:  4/5/00   ·   Accession #:  950144-0-4778   ·   File #:  0-25245

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Prison Realty Trust Inc                                5     19K 
 2: EX-10.1     Form of Securities Purchase Agreement                174    582K 
 3: EX-99.1     Press Release Dated 4/7/2000                           3     14K 

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

8-K
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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): April 5, 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)

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ITEM 5.  OTHER EVENTS.                                                          

 On April 5, 2000, Prison Realty Trust, Inc. ("Prison Realty" or the
"Company") received a definitive agreement executed by Pacific Life Insurance   
Company ("Pacific Life") with respect to a transaction intended to serve as an  
alternative to the previously announced restructuring transaction led by a group
of investors consisting of an affiliate of Fortress Investment Group LLC and    
affiliates of The Blackstone Group, together with an affiliate of Bank of       
America Corporation (the "Fortress/Blackstone Investment Group"). The agreement 
submitted to Prison Realty by Pacific Life containing the terms of the          
transaction is filed herewith as Exhibit 10.1 and is incorporated herein in its 
entirety.                                                                       

       On Thursday, April 6, 2000, Prison Realty's board of directors voted to
approve the Pacific Life agreement and submit it to the Fortress/Blackstone     
Investment Group in connection with their right to match the terms of that      
agreement, in accordance with the provisions of the existing Securities Purchase
Agreement, dated as of December 26, 1999 and amended on February 28, 2000, by   
and among Prison Realty, Corrections Corporation of America ("CCA"), Prison     
Management Services, Inc. ("PMSI"), and Juvenile and Jail Facility Management   
Services, Inc. ("JJFMSI"), on the one hand, and the Fortress/Blackstone         
Investment Group, on the other hand (the "Fortress/Blackstone Securities        
Purchase Agreement"). The Fortress/Blackstone Securities Purchase Agreement, as 
amended, is included as Exhibit 10.1 to Prison Realty's Current Report on Form  
8-K filed with the U.S. Securities and Exchange Commission (the "Commission") on
December 28, 1999 and as Exhibit 10.1 to Prison Realty's Current Report on Form 
8-K filed with the Commission on March 1, 2000. Pursuant to the matching        
provisions contained in the  Fortress/Blackstone Securities Purchase Agreement, 
the Fortress/Blackstone Investment Group will have until midnight on Friday,    
April 14, 2000 to match the terms of the Pacific Life agreement.                

       The press release issued by Prison Realty on April 7, 2000 with respect
to these events is filed herewith as Exhibit 99.1 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. Prison Realty'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 Form of Securities Purchase Agreement submitted by Pacific Life with the   
   following exhibits attached: (i) as Exhibit A thereto, Agreement and Plan
of Merger, dated as of December 26, 1999, by and among Prison Realty, 
CCA Acquisition Sub, Inc., PMSI Acquisition Sub, Inc. and JJFMSI      
     Acquisition Sub, Inc. and CCA, PMSI and JJFMSI (previously filed as Exhibit
     2.1 to Prison Realty's Current Report on Form 8-K filed with the Commission
     on December 28, 1999 and incorporated herein by reference); (ii) as Exhibit
B thereto, the Form of Articles of Amendment and Restatement of Prison
Realty (filed herewith); (iii) as Exhibit C thereto, the Amended and  
Restated Bylaws of Prison Realty                                      

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(filed herewith); (iv) as Exhibit D thereto, the Form of Articles     
  Supplementary for Series C Cumulative Convertible Preferred Stock (filed
     herewith); (v) as Exhibit E thereto, the Form of Articles Supplementary for
   Series B Cumulative Convertible Preferred Stock (filed herewith); (vi) as
Exhibit F thereto, the Form of Warrant (filed herewith); and (vii) as 
Exhibit G thereto, the Form of Registration Rights Agreement (filed   
     herewith) (certain schedules and exhibits to this document are omitted from
   this filing, and Prison Realty agrees to furnish supplementally a copy of
any omitted schedule or exhibit to the Commission upon request).      

99.1 Prison Realty Press Release, dated April 7, 2000.                          

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          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: April 10, 2000                      PRISON REALTY TRUST, INC.             

                            By: /s/ Doctor R. Crants
                                              ----------------------------------
                                Its: Chief Executive Officer
                                               ---------------------------------

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         EXHIBIT INDEX

                                                                [Download Table]

Exhibit                                                                        
Number        Description of Exhibits                                          
-------       -----------------------                                          
                                                                               
10.1          Form of Securities Purchase Agreement submitted by Pacific Life  
              with the following exhibits attached: (i) as Exhibit A thereto,  
              Agreement and Plan of Merger, dated as of December 26, 1999, by  
              and among Prison Realty, CCA Acquisition Sub, Inc., PMSI         
              Acquisition Sub, Inc. and JJFMSI Acquisition Sub, Inc. and CCA,  
              PMSI and JJFMSI (previously filed as Exhibit 2.1 to Prison       
              Realty's Current Report on Form 8-K filed with the Commission on 
              December 28, 1999 and incorporated herein by reference); (ii) as 
              Exhibit B thereto, the Form of Articles of Amendment and         
              Restatement of Prison Realty (filed herewith); (iii) as Exhibit C
              thereto, the Amended and Restated Bylaws of Prison Realty (filed 
              herewith); (iv) as Exhibit D thereto, the Form of Articles       
              Supplementary for Series C Cumulative Convertible Preferred Stock
              (filed herewith); (v) as Exhibit E thereto, the Form of Articles 
              Supplementary for Series B Cumulative Convertible Preferred Stock
              (filed herewith); (vi) as Exhibit F thereto, the Form of Warrant 
              (filed herewith); and (vii) as Exhibit G thereto, the Form of    
              Registration Rights Agreement (filed herewith) (certain schedules
              and exhibits to this document are omitted from this filing, and  
              Prison Realty agrees to furnish supplementally a copy of any     
              omitted schedule or exhibit to the Commission upon request).     

99.1          Prison Realty Press Release, dated April 7, 2000.                

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		4/14/00		2					8-K
Filed on:		4/10/00		4
		4/7/00		2		5
		4/6/00		2
For Period End:		4/5/00		1		2
		3/1/00		2					8-K
		2/28/00		2
		12/28/99		2		5			8-K
		12/26/99		2		5
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