Form S-3ASR
As filed with the Securities and Exchange Commission on May
19, 2009
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
CORRECTIONS CORPORATION OF
AMERICA
and Additional Subsidiary Guarantor
Registrants
(See Table of Additional
Registrants Below)
(Exact name of Registrant as
specified in its charter)
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Maryland
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62-1763875
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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10 Burton Hills Boulevard
Nashville, Tennessee 37215
(615) 263-3000
(Address, including zip code,
and telephone number, including area code, of Registrants
principal executive offices)
John D. Ferguson
Chief Executive Officer
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215
(615) 263-3000
(Name, address, including zip
code, and telephone number including area code, of agent for
service)
Copy to:
F. Mitchell Walker, Jr., Esq.
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box: þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the SEC pursuant to
Rule 462(e) under the Securities Act, check the following
box: þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box: o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Offering
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Aggregate
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Registration
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Securities to be Registered
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Registered(1)(2)
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Price per Unit(1)
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Offering Price(1)(2)
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Fee(3)
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Debt Securities
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Guarantees of Debt Securities(4)
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(1)
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Omitted pursuant to General
Instruction II.E of
Form S-3.
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(2)
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The Registrant is hereby
registering an indeterminate principal amount and number of each
identified class of securities, which may be offered from time
to time in unspecified numbers at unspecified prices.
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(3)
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In accordance with
Rules 456(b) and 457(r) under the Securities Act, the
Registrant is deferring payment of all of the registration fee.
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(4)
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Pursuant to Rule 457(n) under
the Securities Act, no separate registration fee is payable with
regard to the guarantees.
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TABLE OF
ADDITIONAL REGISTRANTS
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Exact Name of Registrant as Specified in its
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State or Other Jurisdiction of
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I.R.S. Employer
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Charter or Organizational Document*
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Incorporation or Organization
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Identification Number
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CCA Health Services, LLC
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Tennessee
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90-0432377
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CCA International, Inc.
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Delaware
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62-1310460
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CCA of Tennessee, LLC
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Tennessee
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62-1806755
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CCA Properties of America, LLC
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Tennessee
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43-1988721
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CCA Properties of Arizona, LLC
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Tennessee
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43-1988725
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CCA Properties of Tennessee, LLC
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Tennessee
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43-1988730
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CCA Western Properties, Inc.
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Delaware
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20-2155016
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Prison Realty Management, Inc.
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Tennessee
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62-1696286
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Technical and Business Institute of America, Inc.
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Tennessee
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38-2999108
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TransCor America, LLC
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Tennessee
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62-1806099
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Addresses and telephone numbers of principal executive offices
are the same as that of Corrections Corporation of America,
except for TransCor America, LLC, which principal executive
offices address is 646 Melrose Avenue, Nashville, Tennessee
37211 and telephone number is
(615) 251-7008. |
PROSPECTUS
Debt
Securities
Guarantees of Debt Securities
We may offer and sell from time to time debt securities and
guarantees of debt securities. This prospectus provides you with
a general description of the securities we may offer.
We will provide specific terms of securities we offer, and the
manner in which they are being offered, in supplements to this
prospectus. Our securities cannot be sold unless this prospectus
is accompanied by a prospectus supplement. You should read this
prospectus and any prospectus supplement carefully before you
invest.
We will sell these securities on a continuous or delayed basis
directly, through agents, dealers or underwriters as designated
from time to time, or through a combination of these methods. If
our agents or any dealers or underwriters are involved in the
sale of the securities, the applicable prospectus supplement
will set forth the names of the agents, dealers or underwriters
and any applicable commissions or discounts. Our net proceeds
from any sale of securities will also be set forth in the
applicable prospectus supplement.
Our principal executive offices are located at 10 Burton Hills
Boulevard, Nashville, Tennessee 37215. Our telephone number is
(615) 263-3000.
Investing in our securities involves certain risks. Before
buying our securities, you should refer to the risk factors
included in our periodic reports, in prospectus supplements and
in other information filed by us with the Securities and
Exchange Commission. See Risk Factors on page 3
of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of
disclosures in this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is May 19, 2009.
TABLE OF
CONTENTS
You should rely only on the information contained or
incorporated by reference in this prospectus, in any
accompanying prospectus supplement or in any free writing
prospectus filed by us with the Securities and Exchange
Commission. We have not authorized any other person to provide
you with different information. If anyone provides you with
different or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You
should assume that the information contained or incorporated by
reference in this prospectus and any prospectus supplement or in
any such free writing prospectus is accurate only as of the
respective dates thereof. Our business, financial condition,
results of operations and prospects may have changed since those
dates.
ABOUT
THIS PROSPECTUS
This prospectus is part of a shelf registration
statement that we filed with the Securities and Exchange
Commission (the SEC) under the Securities Act of
1933, as amended (the Securities Act). Under this
shelf registration, we may sell the securities described in this
prospectus in one or more offerings. This prospectus only
provides you with a general description of the securities that
we may offer. Each time we sell securities, we will provide a
supplement to this prospectus that contains specific information
about the terms of the securities being sold. The prospectus
supplement may also add, update or change information contained
in this prospectus. Before purchasing any securities, you should
carefully read both this prospectus and any prospectus
supplement, together with the additional information described
under the heading Where You Can Find More
Information.
When we refer to we, our and
us in this prospectus, we mean Corrections
Corporation of America, including, unless the context otherwise
requires or as otherwise expressly stated, our subsidiaries.
When we refer to you or yours, we mean
the purchasers of the applicable securities.
FORWARD-LOOKING
STATEMENTS
This prospectus contains statements that are forward-looking
statements as defined within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements give our current expectations of forecasts of future
events. All statements other than statements of current or
historical fact contained in this prospectus, including
statements regarding our future financial position, business
strategy, budgets, projected costs, and plans and objectives of
management for future operations, are forward-looking
statements. The words anticipate,
believe, continue, estimate,
expect, intend, may,
plan, projects, will, and
similar expressions, as they relate to us, are intended to
identify forward-looking statements. These statements are based
on our current plans and actual future activities, and our
results of operations may be materially different from those set
forth in the forward-looking statements. In particular these
include, among other things, statements relating to:
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general economic and market conditions, including the impact
governmental budgets can have on our per diem rates and
occupancy;
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fluctuations in our operating results because of, among other
things, changes in occupancy levels, competition, increases in
costs of operations, fluctuations in interest rates and risks of
operations;
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changes in the privatization of the corrections and detention
industry and the public acceptance of our services;
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our ability to obtain and maintain correctional facility
management contracts, including as the result of sufficient
governmental appropriations, inmate disturbances, and the timing
of the opening of new facilities and the commencement of new
management contracts as well as our ability to utilize current
available beds and new capacity as development and expansion
projects are completed;
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increases in costs to develop or expand correctional facilities
that exceed original estimates, or the inability to complete
such projects on schedule as a result of various factors, many
of which are beyond our control, such as weather, labor
conditions, and material shortages, resulting in increased
construction costs;
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changes in government policy and in legislation and regulation
of the corrections and detention industry that adversely affect
our business including, but not limited to, judicial challenges
regarding the transfer of California inmates to out-of-state
private correctional facilities;
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the availability of debt and equity financing on terms that are
favorable to us; and
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other factors detailed in the section entitled Risk
Factors incorporated by reference to our most recent
annual report on Form
10-K, any
subsequent quarterly reports on
Form 10-Q
or any current reports on
Form 8-K
we file after the date of this prospectus.
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All forward-looking statements in this prospectus should be
considered in the context of these risk factors. Except as
required by law, we undertake no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks
and uncertainties, the forward-looking events and circumstances
discussed in this prospectus may not occur and actual results
could differ materially from those anticipated or implied in the
forward-looking statements. Accordingly, users of this
prospectus are cautioned not to place undue reliance on the
forward-looking statements.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the Exchange
Act). Accordingly, we file current, quarterly and annual
reports, proxy statements and other information with the SEC.
You may read and copy these reports, proxy statements and other
information at the SECs Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549.
Please call
1-800-SEC-0330
for further information on the operation of the SECs
Public Reference Room. Our SEC filings also are available to the
public at the Internet website maintained by the SEC at
www.sec.gov and from commercial document retrieval
services.
We also make available free of charge through our website our
annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, our definitive
proxy statements and Section 16 reports on Forms 3, 4
and 5, as soon as reasonably practicable after we electronically
file such reports or amendments with, or furnish them to, the
SEC. Our Internet website address is
www.correctionscorp.com. The information located on, or
hyperlinked or otherwise connected to, our website is not, and
shall not be deemed to be, a part of this prospectus or
incorporated into any other filings that we make with the SEC.
You may also inspect the information that we file with the New
York Stock Exchange (the NYSE), at the offices of
the NYSE located at 20 Broad Street, New York, New York
10005.
INCORPORATION
OF INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the
information that we file with the SEC. This means that we can
disclose important business and financial information to you by
referring you to information and documents that we have filed
with the SEC. Any information that we refer to in this manner is
considered part of this prospectus. Any information that we file
with the SEC after this prospectus will automatically update and
supersede the corresponding information contained in this
prospectus or in documents filed earlier with the SEC.
We are incorporating by reference the following documents that
we have previously filed with the SEC:
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Our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008;
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Our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2009;
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Our Definitive Proxy Statement on Schedule 14A, filed with
the SEC on April 7, 2009; and
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Our Current Reports on
Form 8-K,
filed with the SEC on February 23, 2009 and May 14,
2009.
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We are also incorporating by reference any future filings that
we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after this
prospectus. Notwithstanding the foregoing, information that we
furnish under Items 2.02 and 7.01 of any current report on
Form 8-K,
including the related exhibits under Item 9.01, is not
incorporated by reference in this prospectus, the registration
statement of which this prospectus is a part, or any prospectus
supplement.
Each document referred to above is available over the Internet
on the SECs website at www.sec.gov and on our
website at www.correctionscorp.com. We will also furnish
without charge to you, upon written or oral
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request, a copy of any or all of the documents described above,
except for exhibits to those documents, unless the exhibits are
specifically incorporated by reference into those documents.
Requests should be directed to:
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215
(615) 263-3000
Attention: Investor Relations
THE
COMPANY
We are the nations largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States behind only the
federal government and three states. We specialize in owning,
operating and managing prisons and other correctional facilities
and providing inmate residential and prisoner transportation
services for governmental agencies. In addition to providing the
fundamental residential services relating to inmates, our
facilities offer a variety of rehabilitation and educational
programs, including basic education, religious services, life
skills and employment training and substance abuse treatment.
These services are intended to help reduce recidivism and to
prepare inmates for their successful reentry into society upon
their release. We also provide health care (including medical,
dental, and psychiatric services), food services, and work and
recreational programs. Our customers consist of federal, state,
and local correctional and detention authorities.
RISK
FACTORS
Investment in any securities offered pursuant to this prospectus
involves risks. You should carefully consider the risk factors
incorporated by reference to our most recent annual report on
Form 10-K,
any subsequent quarterly reports on
Form 10-Q
or any current reports on
Form 8-K
we file after the date of this prospectus, and all other
information contained or incorporated by reference into this
prospectus, as updated by our subsequent filings under the
Exchange Act, and the risk factors and other information
contained in the applicable prospectus supplement before
acquiring any of such securities. The occurrence of any of these
risks might cause you to lose all or part of your investment in
the offered securities. Please also refer to the section above
entitled Forward-Looking Statements.
USE OF
PROCEEDS
Except as otherwise provided in the applicable prospectus
supplement, we intend to use the net proceeds from the sale of
the securities offered hereby for general corporate purposes,
including repaying, redeeming or repurchasing outstanding debt
and for working capital, capital expenditures, stock repurchases
and acquisitions. We may invest funds not required immediately
for such purposes in short-term, interest-bearing and other
investment-grade securities.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratio of earnings
to fixed charges for the periods indicated. For the purpose of
computing the ratio of earnings to fixed charges, earnings
consist of income (loss) from continuing operations before
income taxes plus fixed charges, excluding capitalized interest,
and fixed charges consist of interest, whether expensed or
capitalized, and amortization of loan costs.
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Three Months
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Years Ended December 31,
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Ended March 31,
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2004
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2005
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2006
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2007
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2008
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2009
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Ratio of Earnings to Fixed Charges
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2.1
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1.9
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3.2
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x
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3.8
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x
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4.0
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x
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4.0x
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DESCRIPTION
OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES
This section describes the general terms and provisions of debt
securities to be issued by us and guarantees of debt securities
to be issued by our subsidiaries, as applicable. When we refer
to we, our and us in this
section, we mean Corrections Corporation of America, as the
applicable issuer, excluding, unless the context otherwise
requires or as otherwise expressly stated, our subsidiaries.
When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a supplement
to this prospectus. We will also indicate in the prospectus
supplement whether the general terms and provisions described in
this prospectus apply to a particular series of debt securities.
To the extent the information contained in the prospectus
supplement differs from this summary description, you should
rely on the information in the prospectus supplement.
Unless otherwise specified in a supplement to this prospectus,
the debt securities and the guarantees will be the direct,
unsecured obligations of the issuer thereof and will rank
equally with all of the issuers other unsecured and
unsubordinated indebtedness. The debt securities may be fully
and unconditionally guaranteed on a secured or unsecured senior
or subordinated basis, jointly and severally, by guarantors, if
any. The obligations of each guarantor, if any, under its
guarantee will be limited as necessary to prevent that guarantee
from constituting a fraudulent conveyance under applicable law.
In the event that any series of debt securities and guarantees
will be subordinated to other indebtedness that we have
outstanding or may incur, the terms of the subordination will be
set forth in the prospectus supplement relating to the
subordinated debt securities or guarantees.
The debt securities will be issued under an indenture dated as
of January 23, 2006, as supplemented, between us, certain
of our subsidiaries and U.S. Bank National Association, as
trustee. The indenture, as supplemented, is referred to in this
prospectus as the indenture. The indenture describes
the terms of the debt securities and does not limit the amount
of debt securities we may issue under the indenture. We have
summarized the general features of the debt securities to be
governed by the indenture below. The summary is not complete and
does not contain all information that may be important to you.
The indenture, as supplemented, has been incorporated by
reference as an exhibit to the registration statement that we
have filed with the SEC, of which this prospectus forms a part.
We encourage you to read the indenture and any supplemental
indentures thereto or officers certificates related
thereto that we file with the SEC.
General
The terms of each series of debt securities will be established
by our board of directors or a committee thereof and set forth
or determined in the manner provided in a board resolution, an
officers certificate or by a supplemental indenture. We
will set forth in a prospectus supplement the aggregate
principal amount of any series of debt securities being offered
and the terms of such debt securities, including, but not
limited to, the following:
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the title of the debt securities;
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the price or prices at which the debt securities will be offered;
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any limit on the aggregate principal amount of the debt
securities;
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the date or dates or the method by which such date or dates will
be determined on which we will pay the principal on the debt
securities;
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the rate or rates (which may be fixed or variable) per annum or
the method used to determine the rate or rates at which the debt
securities will bear interest, the date or dates from which such
interest will accrue, the date or dates on which such interest
will commence and be payable and any regular record date for the
interest payable on any interest payment date and the basis upon
which interest shall be calculated if other than that of a
360-day year
consisting of twelve
30-day
months;
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the place or places where the principal of and interest on, the
debt securities will be payable, or the method of such payment,
if by wire transfer, mail or other means;
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the terms and conditions upon which we may redeem the debt
securities;
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any obligation we have to redeem or purchase the debt securities
pursuant to any sinking fund or analogous provision or at the
option of a holder of debt securities and the terms and
conditions upon which the debt securities will be redeemed or
purchased, in whole or in part, pursuant to such obligation;
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the dates on which and the price or prices at which we will
repurchase the debt securities at the option of the holders of
debt securities and other detailed terms and provisions of such
repurchase obligations;
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the denominations in which the debt securities will be issued,
if other than denominations of $1,000 and any integral multiple
thereof;
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the forms of the debt securities and whether the debt securities
will be issuable as global securities;
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the portion of principal amount of the debt securities payable
upon declaration of acceleration of the maturity date, if other
than the entire principal amount;
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if other than U.S. dollars, the currency of denomination of
the debt securities;
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if other than U.S. dollars, the designation of the
currency, currencies or currency units in which payment of
principal and interest on the debt securities will be made;
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if payments of principal or interest on the debt securities will
be made in one or more currencies or currency units other than
that or those in which the debt securities are denominated, the
manner in which the exchange rate with respect to these payments
will be determined;
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the manner in which the amounts of payment of principal of or
interest on the debt securities will be determined, if such
amounts may be determined by reference to an index based on a
currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;
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any provisions relating to any security provided for the debt
securities;
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any provisions relating to any guarantees of the debt securities;
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any addition to or change in the events of default described
below under the heading Events of Default with
respect to the debt securities and any change in the
acceleration provisions described in the indenture with respect
to the debt securities;
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any addition to or change in the covenants set forth in the
indenture with respect to the debt securities;
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any trustees, depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to
the debt securities;
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the date of any temporary global security representing the debt
securities;
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the applicability of provisions relating to the defeasance of
the debt securities set forth in the indenture and any
provisions in modification of, in addition to or in lieu of any
such provisions;
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if the debt securities are to be issuable in definitive form
only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form
and/or terms
of such certificates, documents or conditions;
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if the debt securities are to be issued upon the exercise of
debt warrants, the time, manner and place for such debt
securities to be authenticated and delivered;
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whether and under what circumstances we will pay additional
amounts on the debt securities to any holder who is not a
U.S. person in respect of any tax, assessment or
governmental charge and, if so, whether we will have the option
to redeem such debt securities rather than pay such additional
amounts (and the terms of any such option);
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the obligation, if any, of the Company to permit the debt
securities to be converted into or exchanged for common stock of
the Company or other securities or property of the Company and
the terms and
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conditions upon which such conversion or exchange will be
effected (including, without limitation, the initial conversion
or exchange price or rate, the conversion or exchange period,
any adjustment of the applicable conversion or exchange price or
rate and any requirements relative to the reservation of such
shares for purposes of conversion or exchange);
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if convertible or exchangeable, any applicable limitations on
the ownership or transferability of the debt securities or
property into which such debt securities are convertible or
exchangeable;
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the applicability of the guarantee provisions set forth in the
indenture to the debt securities and any provisions in
modification, in addition to or in lieu of any such
provisions; and
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any other terms of the debt securities, which may modify or
delete any provision of the indenture as it applies to that
series.
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Ranking
Senior Debt Securities
Our senior debt securities will rank equally with all our other
unsecured and unsubordinated indebtedness.
Subordination
Any subordination provisions for a series of subordinated debt
securities will be set forth in the applicable prospectus
supplement and in the subordinated debt securities themselves or
a resolution of our board of directors, a supplemental indenture
or an officers certificate.
Covenants
We will set forth in the applicable prospectus supplement any
restrictive covenants applicable to any issue of debt securities.
Consolidation,
Merger or Sale of Assets
We may not consolidate with or merge into, or convey, transfer
or lease all or substantially all of our properties and assets
to, any person (a successor person), and may not
permit any person to merge into, or convey, transfer or lease
its properties and assets substantially as an entirety to us
unless:
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the successor person (if any) is a corporation, partnership,
trust or other entity organized and validly existing under the
laws of any U.S. domestic jurisdiction and expressly
assumes our obligations on the debt securities and under the
indenture;
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immediately after giving effect to the transaction, no default
or event of default (including any event that with the passage
of time or the giving of notice or both would be an event of
default) shall have occurred and be continuing under the
indenture; and
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certain other conditions are met.
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Events of
Default
An event of default means with respect to any series
of debt securities, any of the following:
(1) default in the payment of any interest upon any debt
security of that series when it becomes due, and continuance of
that default for a period of 30 days;
(2) default in the payment of principal of, or premium, if
any, on any debt security of that series when due;
(3) default in the performance or breach of any other
covenant or warranty by us in the indenture or any debt security
(other than a covenant or warranty that has been included in the
indenture solely for the benefit of a series of debt securities
other than that series), which default continues uncured for a
period
6
of 60 days after we receive notice from the trustee or from
the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series as provided in the
indenture;
(4) a default occurs under any mortgage, indenture or
instrument under which there may be issued or by which there may
be secured or evidenced any indebtedness for money borrowed by
us or any of our subsidiaries (or the payment of which is
guaranteed by us or any of our subsidiaries) pursuant to which
the principal amount of such indebtedness aggregates
$25.0 million or more and (a) is caused by a failure
to pay principal of, or interest or premium, if any, on such
indebtedness prior to the expiration of the applicable grace
period or (b) results in the acceleration of such
indebtedness prior to its express maturity;
(5) certain events of bankruptcy, insolvency,
reorganization or similar proceedings of us or our significant
subsidiaries, as applicable; and
(6) any other event of default with respect to debt
securities of that series described in a board resolution,
supplemental indenture or an officers certificate in
accordance with the terms of the indenture.
If an event of default (other than an event of default specified
in clause (5) with respect to us) under the indenture
occurs with respect to the debt securities of any series and is
continuing, then the trustee or the holders of at least 25% in
principal amount of the outstanding debt securities of that
series may require us to repay immediately the entire principal
amount of the outstanding debt securities of that series (or
such lesser amount as may be provided in the terms of the
securities), together with all accrued and unpaid interest and
premium, if any.
If an event of default under the indenture specified in
clause (5) occurs and is continuing, then all outstanding
debt securities (or such lesser amount as may be provided in the
terms of the securities) will automatically become due and
payable immediately without any declaration or other act on the
part of the trustee or any holder.
After a declaration of acceleration, the holders of a majority
in aggregate principal amount of outstanding debt securities of
such series may rescind the accelerated payment requirement if
all existing events of default, except for nonpayment of the
principal, interest or premium on the debt securities of that
series that has become due solely as a result of the accelerated
payment requirement, have been cured or waived and if the
rescission of acceleration would not conflict with any judgment
or decree. Under certain circumstances, the holders of a
majority in aggregate principal amount of the outstanding debt
securities of any series also have the right to waive past
defaults, except a default in paying principal, interest or
premium, if any, on any outstanding debt security of such series.
Holders of at least 25% in principal amount of the outstanding
debt securities of a series may seek to institute a proceeding
only after they have notified the trustee of a continuing event
of default in writing and made a written request, and offered
indemnity, to the trustee to institute a proceeding and the
trustee has failed to do so within 60 days after it
received this notice. In addition, within this
60-day
period the trustee must not have received directions
inconsistent with this written request by holders of a majority
in principal amount of the outstanding debt securities of that
series. These limitations do not apply, however, to a suit
instituted by a holder of a debt security for the enforcement of
the payment of principal, interest or any premium on or after
the due dates for such payment.
During the existence of an event of default, the trustee is
required to exercise the rights and powers vested in it under
the indenture and use the same degree of care and skill in its
exercise as a prudent person would under the circumstances in
the conduct of that persons own affairs. If an event of
default has occurred and is continuing, the trustee is not under
any obligation to exercise any of its rights or powers at the
request or direction of any of the holders unless the holders
have offered to the trustee satisfactory security or indemnity.
Subject to certain provisions, the holders of a majority in
principal amount of the outstanding debt securities of any
series have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the
trustee.
7
The trustee will, within 90 days after any default occurs,
give notice of the default to the holders of the debt securities
of that series, unless the default was already cured or waived.
Unless there is a default in paying principal, interest or any
premium when due, the trustee can withhold giving notice to the
holders if it determines in good faith that the withholding of
notice is in the interest of the holders.
Modification
and Waiver
The indenture may be amended or supplemented without the consent
of any holder of debt securities in order to:
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evidence the succession of another person to us or any guarantor
and the assumption by any such successor of all applicable
covenants, provided such succession is otherwise in compliance
with the indenture and applicable law;
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add covenants for the benefit of the holders of debt securities
of any series or surrender any right or power conferred upon us
or any guarantor;
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add additional events of default with respect to the debt
securities of any series;
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permit or facilitate the issuance of debt securities in
uncertificated form or provide for uncertificated debt
securities in addition to or in place of certificated debt
securities;
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add to, change or eliminate provisions, provided that any such
addition, change or elimination shall (i) neither
(a) apply to any debt security of any series created prior
to the execution of such supplemental indenture and entitled to
the benefit of such provision, nor (b) modify the rights of
a holder of any debt security of any series with respect to such
provision, or (ii) become effective only when there is no
debt security outstanding;
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secure the debt securities of a series;
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establish the form or terms of debt securities of any series;
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evidence the succession of another person to the trustee and to
add or change provisions reasonable and necessary to provide for
the administration of trusts created pursuant to the indenture
by more than one trustee, provided such succession is otherwise
in compliance with the indenture and applicable law;
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cure any ambiguity, defect or inconsistency;
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make changes to certain provisions of the indenture that do not
materially adversely affect any holder of debt securities of any
series;
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provide for the assumption of our obligations by a successor
that complies with the provisions of the indenture described
above under Consolidation, Merger or Sale of
Assets;
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make any change that would provide any additional rights or
benefits to the holders of the debt securities of a series or
that does not adversely affect the legal rights of any holder of
debt securities of any series; or
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comply with the requirements of the SEC to effect or maintain
the qualification of the indenture under the
Trust Indenture Act.
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Other modifications and amendments to the indenture may be made
with the consent of the holders of at least a majority in
principal amount of the outstanding debt securities of each
series affected by the modifications or amendments. We may not
make any modification or amendment without the consent of the
holders of each affected debt security then outstanding if that
amendment will:
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reduce the principal amount of debt securities whose holders
must consent to an amendment, supplement or waiver;
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reduce the principal of or change the fixed maturity of any debt
security or alter or waive any provisions with respect to the
redemption of any debt security;
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8
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reduce the rate of or change the time for payment of interest
(including default interest) on any debt security;
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waive a default or event of default in the payment of the
principal, interest or premium, if any, on any debt security
(except a rescission of acceleration of the debt securities of
any series by the holders of at least a majority in aggregate
principal amount of the then outstanding debt securities of that
series and a waiver of the payment default that resulted from
such acceleration);
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make any debt security payable in currency other than that
stated in the debt security;
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make any change to the provisions of the indenture relating to
waivers of past defaults or the rights of holders of debt
securities to receive payment of the principal, interest or
premium, if any, on those debt securities;
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waive a redemption payment with respect to any debt security or
change any provisions of the indenture relating to the
redemption of debt securities; or
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make any change to the foregoing amendment and waiver provisions.
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Satisfaction,
Discharge and Covenant Defeasance
We may terminate our obligations under the indenture with
respect to the outstanding debt securities of any series, when:
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all debt securities of any series issued that have been
authenticated have been delivered to the trustee for
cancellation; or
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all the debt securities of any series issued that have not been
delivered to the trustee for cancellation have become due and
payable by reason of the making of a notice of redemption or
otherwise will become due and payable within one year and we
have irrevocably deposited or caused to be deposited with the
trustee sufficient funds to pay and discharge the entire
indebtedness on the series of debt securities; and
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no default or event of default under the indenture are
continuing on the date of any such deposit with the trustee and
such deposit will not result in a default under the indenture or
result in a breach or violation of, or constitute a default
under, any other instrument to which we are a party or by which
we are bound;
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we have paid or caused to be paid all other sums then due and
payable under the indenture;
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we have delivered irrevocable instructions to the trustee to
apply any deposit towards the payment of the debt securities at
maturity or the redemption date, as the case may be; and
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we have delivered to the trustee an officers certificate
and an opinion of counsel, each stating that all conditions
precedent under the indenture relating to the satisfaction and
discharge of the indenture have been complied with.
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We may elect to have our obligations under the indenture
discharged with respect to the outstanding debt securities of
any series (legal defeasance). Legal defeasance
means that we will be deemed to have paid and discharged the
entire indebtedness represented by the outstanding debt
securities of such series under the indenture, except for:
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the rights of holders of the outstanding debt securities to
receive principal, interest or any premium when due;
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certain of our obligations with respect to the debt securities,
including those concerning issuing temporary debt securities,
registration of transfer of debt securities, mutilated,
destroyed, lost or stolen debt securities and the maintenance of
an office or agency for payment for security payments held in
trust;
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9
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the rights, powers, trusts, duties and immunities of the
trustee; and
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the defeasance provisions of the indenture.
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In addition, we may elect to have our obligations released with
respect to certain covenants in the indenture (covenant
defeasance). If we so elect, any failure to comply with
these obligations will not constitute a default or an event of
default with respect to the debt securities of any series. In
the event covenant defeasance occurs, certain events described
above under Events of Default will no
longer constitute an event of default for that series.
In order to exercise either legal defeasance or covenant
defeasance with respect to outstanding debt securities of any
series:
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we must irrevocably have deposited with the trustee for the
benefit of the holders of the debt securities of such series:
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cash in such currency, currencies or currency units in which
such debt securities are specified as being payable;
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U.S. government securities (or equivalent government
securities in the case of debt securities denominated in other
than U.S. dollars); or
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a combination of cash and U.S. government securities (or
equivalent government securities, as applicable),
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in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants to pay all of
the principal, interest and any premium on the outstanding debt
securities of such series on the stated date for payment thereof
or on the applicable redemption date, as applicable, and we must
specify whether the debt securities of such series are being
defeased to maturity or to a particular redemption date;
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in the case of legal defeasance, we have delivered to the
trustee an opinion of counsel stating that, under then
applicable Federal income tax law, the holders of the debt
securities of that series will not recognize income, gain or
loss for Federal income tax purposes as a result of the legal
defeasance to be effected and will be subject to the same
Federal income tax as would be the case if the legal defeasance
did not occur;
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in the case of covenant defeasance, we have delivered to the
trustee an opinion of counsel to the effect that the holders of
the debt securities of that series will not recognize income,
gain or loss for Federal income tax purposes as a result of the
covenant defeasance to be effected and will be subject to the
same Federal income tax as would be the case if the deposit and
covenant defeasance did not occur;
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no event of default or default with respect to the outstanding
debt securities of that series has occurred and is continuing at
the time of such deposit;
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the legal defeasance or covenant defeasance will not result in a
breach or violation of, or constitute a default under, any
material agreement or instrument (other than the indenture) with
respect to such debt securities to which we or any of our
subsidiaries are a party or by which we or any of our
subsidiaries are bound;
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we have delivered to the trustee an officers certificate
stating that such deposit was not made by us with the intent of
preferring the holders of such debt securities over our other
creditors or with the intent of defeating, hindering, delaying
or defrauding any of our other creditors or others; and
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we have delivered to the trustee an officers certificate
and an opinion of counsel stating that all conditions precedent
with respect to the legal defeasance or covenant defeasance have
been complied with.
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10
Paying
Agent and Registrar
Unless otherwise appointed by us, the trustee will initially act
as paying agent and registrar for all debt securities. We may
change the paying agent or registrar for any series of debt
securities without prior notice, and we or any of our
subsidiaries may act as paying agent or registrar.
Forms of
Securities
Each debt security will be represented either by a certificate
issued in definitive form to a particular investor or by one or
more global securities representing the entire issuance of the
series of debt securities. Certificated securities will be
issued in definitive form and global securities will be issued
in registered form. Definitive securities name you or your
nominee as the owner of the security, and in order to transfer
or exchange these securities or to receive payments other than
interest or other interim payments, you or your nominee must
physically deliver the securities to the trustee, registrar,
paying agent or other agent, as applicable. Global securities
name a depositary or its nominee as the owner of the debt
securities represented by these global securities. The
depositary maintains a computerized system that will reflect
each investors beneficial ownership of the securities
through an account maintained by the investor with its
broker/dealer, bank, trust company or other representative, as
we explain more fully below.
Global
Securities
We may issue the registered debt securities in the form of one
or more fully registered global securities that will be
deposited with a depositary or its custodian identified in the
applicable prospectus supplement and registered in the name of
that depositary or its nominee. In those cases, one or more
registered global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate
principal or face amount of the securities to be represented by
registered global securities. Unless and until it is exchanged
in whole for securities in definitive registered form, a
registered global security may not be transferred except as a
whole by and among the depositary for the registered global
security, the nominees of the depositary or any successors of
the depositary or those nominees.
If not described below, any specific terms of the depositary
arrangement with respect to any securities to be represented by
a registered global security will be described in the prospectus
supplement relating to those securities. We anticipate that the
following provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a registered global
security will be limited to persons, called participants, that
have accounts with the depositary or persons that may hold
interests through participants. Upon the issuance of a
registered global security, the depositary will credit, on its
book-entry registration and transfer system, the
participants accounts with the respective principal or
face amounts of the securities beneficially owned by the
participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the
accounts to be credited. Ownership of beneficial interests in a
registered global security will be shown on, and the transfer of
ownership interests will be effected only through, records
maintained by the depositary, with respect to interests of
participants, and on the records of participants, with respect
to interests of persons holding through participants. The laws
of some states may require that some purchasers of securities
take physical delivery of these securities in definitive form.
These laws may impair your ability to own, transfer or pledge
beneficial interests in registered global securities.
So long as the depositary, or its nominee, is the registered
owner of a registered global security, that depositary or its
nominee, as the case may be, will be considered the sole owner
or holder of the securities represented by the registered global
security for all purposes under the indenture. Except as
described below, owners of beneficial interests in a registered
global security will not be entitled to have the securities
represented by the registered global security registered in
their names, will not receive or be entitled to receive physical
delivery of the securities in definitive form and will not be
considered the owners or holders of the securities under the
indenture. Accordingly, each person owning a beneficial interest
in a registered global security must rely on the procedures of
the depositary for that registered global security and, if that
person is not a participant, on the procedures of the
participant through which the person owns its interest, to
exercise any rights of a holder under the indenture. We
understand that under existing industry practices, if we request
11
any action of holders or if an owner of a beneficial interest in
a registered global security desires to give or take any action
that a holder is entitled to give or take under the indenture,
the depositary for the registered global security would
authorize the participants holding the relevant beneficial
interests to give or take that action, and the participants
would authorize beneficial owners owning through them to give or
take that action or would otherwise act upon the instructions of
beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt
securities represented by a registered global security
registered in the name of a depositary or its nominee will be
made to the depositary or its nominee, as the case may be, as
the registered owner of the registered global security. Neither
we nor the trustee or any other agent of ours or the trustee
will have any responsibility or liability for any aspect of the
records relating to payments made on account of beneficial
ownership interests in the registered global security or for
maintaining, supervising or reviewing any records relating to
those beneficial ownership interests.
We expect that the depositary for any of the securities
represented by a registered global security, upon receipt of any
payment of principal, premium, interest or other distribution of
underlying securities or other property to holders on that
registered global security, will immediately credit
participants accounts in amounts proportionate to their
respective beneficial interests in that registered global
security as shown on the records of the depositary. We also
expect that payments by participants to owners of beneficial
interests in a registered global security held through
participants will be governed by standing customer instructions
and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered
in street name, and will be the responsibility of
those participants.
If the depositary for any of these securities represented by a
registered global security is at any time unwilling or unable to
continue as depositary or ceases to be a clearing agency
registered under the Exchange Act, and a successor depositary
registered as a clearing agency under the Exchange Act is not
appointed by us within 90 days, we will issue securities in
definitive form in exchange for the registered global security
that had been held by the depositary. Any securities issued in
definitive form in exchange for a registered global security
will be registered in the name or names that the depositary
gives to the trustee or other relevant agent of ours or theirs.
It is expected that the depositarys instructions will be
based upon directions received by the depositary from
participants with respect to ownership of beneficial interests
in the registered global security that had been held by the
depositary.
Unless we state otherwise in a prospectus supplement, the
Depository Trust Company (DTC) will act as
depositary for each series of debt securities issued as global
securities. DTC has advised us that DTC is a limited-purpose
trust company created to hold securities for its participating
organizations (collectively, the Participants) and
to facilitate the clearance and settlement of transactions in
those securities between Participants through electronic
book-entry changes in accounts of its Participants. The
Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other
organizations. Access to DTCs system is also available to
other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly
(collectively, the Indirect Participants). Persons
who are not Participants may beneficially own securities held by
or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interests in, and transfers
of ownership interests in, each security held by or on behalf of
DTC are recorded on the records of the Participants and the
Indirect Participants.
Governing
Law
The indenture and the debt securities will be governed by, and
construed in accordance with, the internal laws of the State of
New York.
12
PLAN OF
DISTRIBUTION
We may sell the securities offered pursuant to this prospectus
in any of the following ways:
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directly to one or more purchasers;
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through agents;
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through underwriters, brokers or dealers; or
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through a combination of any of the foregoing methods of sale.
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We will identify the specific plan of distribution, including
any underwriters, brokers, dealers, agents or direct purchasers
and their compensation in a prospectus supplement.
LEGAL
MATTERS
The validity of the securities offered by this prospectus and
any prospectus supplement will be passed upon for us by Bass,
Berry & Sims PLC, Nashville, Tennessee. Bass,
Berry & Sims PLC will rely upon Miles &
Stockbridge P.C., Baltimore, Maryland, as to matters of Maryland
law. Legal counsel to any underwriters may pass upon legal
matters for such underwriters.
EXPERTS
The consolidated financial statements of Corrections Corporation
of America and Subsidiaries as of December 31, 2008 and
2007 and for each of the three years in the period ended
December 31, 2008 appearing in Corrections Corporation of
America and Subsidiaries Current Report
(Form 8-K)
filed with the Securities and Exchange Commission on
May 14, 2009 and the effectiveness of Corrections
Corporation of America and Subsidiaries internal control
over financial reporting as of December 31, 2008, appearing
in Corrections Corporation of America and Subsidiaries
Annual Report
(Form 10-K)
for the year ended December 31, 2008 have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon, included
therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in
reliance upon such reports given on the authority of such firm
as experts in accounting and auditing.
13
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following table sets forth an estimate of costs and expenses
to be paid by us in connection with the distribution of the
securities being registered by this registration statement:
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SEC Registration Fee
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$
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*
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Rating Agency Fees
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**
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Legal Fees and Expenses
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**
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Accounting Fees and Expenses
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**
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Printing Expenses
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**
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Trustee Fees and Expenses
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**
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Miscellaneous
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**
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Total
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$
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**
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* |
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Deferred in reliance upon Rules 456(b) and 457(r) under the
Securities Act. |
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These fees are calculated based on the securities offered and
the number of issuances and accordingly cannot be estimated at
this time. |
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Item 15.
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Indemnification
of Directors and Officers.
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Maryland
Registrant
Article VI of the charter of Corrections Corporation of
America (the Company) provides that, to the maximum
extent that Maryland law in effect from time to time permits
limitation of liability of directors or officers of
corporations, no person who at any time was or is a director or
officer of the Company shall be personally liable to the Company
or its stockholders for money damages.
Maryland law provides in general that the charter provision
limiting the liability of directors and officers may not limit
their liability to the corporation or its stockholders
(i) to the extent it is proved that the person actually
received an improper benefit or profit in money, property or
services for the amount of the benefit or profit actually
received, or (ii) to the extent that a judgment or other
final adjudication adverse to the person is entered in a
proceeding based on a finding that the persons action, or
failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated
in the proceeding.
The Maryland General Corporation Law (the MGCL)
generally permits a corporation to indemnify any director made a
party to any proceeding by reason of service as a director
unless it is established that: (i) the act or omission of
the director 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; (ii) the director
actually received an improper personal benefit in money,
property or services; or (iii) in the case of any criminal
proceeding, the director had reasonable cause to believe that
the act or omission was unlawful. Indemnification may be against
judgments, penalties, fines, settlements and reasonable expenses
(including attorneys fees) actually incurred by the
director in connection with the proceeding. 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
director has been adjudged to be liable to the corporation. 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 director did not meet the standard of
conduct required for indemnification. The termination of any
proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the standard of
conduct required for indemnification. If the proceeding is one
charging improper personal benefit to the director, whether or
not involving action in the directors official capacity,
indemnification of the director is not permitted if the director
was adjudged to be liable on the basis that personal benefit was
improperly received.
II-1
Under the MGCL, unless limited by its charter, a corporation is
required to indemnify a director for reasonable expenses
incurred if the director has been successful, on the merits or
otherwise, in defense of any proceeding to which the director is
made a party by reason of service as a director, or in the
defense of any claim, issue or matter in such a proceeding. The
Companys charter does not limit such indemnification. In
addition, a corporation is required to indemnify a director in
any such proceeding if a court of appropriate jurisdiction
determines the director is entitled to indemnification.
Under the MGCL, unless the corporations charter provides
otherwise, officers shall be indemnified to the extent directors
are required to be indemnified under Maryland law and the
corporation may indemnify officers, to the same extent that it
may indemnify directors. The Companys charter does not
provide otherwise.
Under the Companys bylaws, the Company shall indemnify a
director or officer to the extent permitted by Maryland law as
described herein.
Under the Companys bylaws and consistent with Maryland
law, the Company shall pay or reimburse, in advance of the final
disposition of a proceeding, reasonable expenses incurred by a
director or officer, if such individual in writing affirms in
good faith that he or she has satisfied the applicable standard
of conduct necessary for indemnification and agrees to repay
amounts paid to such individual if it is ultimately determined
that such standard was not met.
According to the MGCL, indemnification provided or permitted by
the MGCL may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director may be
entitled under the charter, bylaws, any resolution of
stockholders or directors, any agreement or otherwise.
The MGCL permits a Maryland corporation to indemnify its
employees and agents to the same extent as its directors.
The Company maintains directors and officers
liability insurance to insure against losses arising from claims
made against its directors and officers, subject to the
limitations and conditions set forth in such policies.
Tennessee
Registrants
Prison Realty Management, Inc. and Technical Business Institute
of America, Inc. (collectively, the Tennessee Corporate
Registrants) are corporations incorporated under the laws
of the state of Tennessee. The Tennessee Business Corporation
Act (TBCA) provides that a corporation may indemnify
any of its directors and officers against liability incurred in
connection with a proceeding if: (a) such person acted in
good faith; (b) in the case of conduct in an official
capacity with the corporation, he reasonably believed such
conduct was in the corporations best interests;
(c) in all other cases, he reasonably believed that his
conduct was at least not opposed to the best interests of the
corporation; and (d) in connection with any criminal
proceeding, such person had no reasonable cause to believe his
conduct was unlawful. In actions brought by or in the right of
the corporation, however, the TBCA provides that no
indemnification may be made if the director or officer was
adjudged to be liable to the corporation. The TBCA also provides
that in connection with any proceeding charging improper
personal benefit to an officer or director, no indemnification
may be made if such officer or director is adjudged liable on
the basis that such personal benefit was improperly received. In
cases where the director or officer is wholly successful, on the
merits or otherwise, in the defense of any proceeding instigated
because of his or her status as a director or officer of a
corporation, the TBCA mandates that the corporation indemnify
the director or officer against reasonable expenses incurred in
the proceeding. The TBCA provides that a court of competent
jurisdiction, unless the corporations charter provides
otherwise, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in
consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably
entitled to indemnification, notwithstanding the fact that
(a) such officer or director was adjudged liable to the
corporation in a proceeding by or in the right of the
corporation; (b) such officer or director was adjudged
liable on the basis that personal benefit was improperly
received by him; or (c) such officer or director breached
his duty of care to the corporation.
II-2
The charter of Prison Realty Management, Inc. provides that it
shall indemnify its directors for breach of fiduciary duty as a
director to the fullest extent permitted by the TBCA. The
charter of Technical and Business Institute of Tennessee, Inc.
provides that its directors shall not be liable for breach of
fiduciary duty, subject to certain exceptions including a breach
of the directors duty of loyalty and actions not taken in
good faith.
The bylaws of Prison Realty Management, Inc. provide that it may
indemnify any person as authorized by the TBCA. The bylaws of
Technical and Business Institute of Tennessee, Inc. provide that
it shall indemnify its officers and directors to the fullest
extent allowed by the TBCA. In addition, the bylaws of each
Tennessee Corporate Registrant authorize the corporation to
purchase and maintain insurance for any individual who is or was
a director, officer, employee, or agent of the corporation, or
who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise. The Company maintains policies
insuring the officers and directors of the Tennessee Corporate
Registrants for actions taken in such capacities, including
liabilities under the Securities Act.
CCA Health Services, LLC, CCA of Tennessee, LLC, CCA Properties
of America, LLC, CCA Properties of Arizona, LLC, CCA Properties
of Tennessee, LLC and TransCor America, LLC (collectively, the
Tennessee Limited Liability Company Registrants) are
limited liability companies formed under the laws of the state
of Tennessee. The Tennessee Limited Liability Company Act and
the Tennessee Revised Limited Liability Company Act
(collectively, the Tennessee LLC Acts) both provide
that a limited liability company may indemnify officers and
members of the limited liability company against liability if
(1) the individual acted in good faith and
(2) reasonably believed that such individuals conduct
in his or her official capacity was in the best interest of the
limited liability company and in all other cases that such
individuals conduct was at least not opposed to the best
interests of the limited liability company and (3) in a
criminal proceeding, the individual had no reasonable cause to
believe such individuals conduct was unlawful. The
Tennessee LLC Acts also generally provide that a limited
liability company may not indemnify a responsible person in
connection with a proceeding to which the responsible person was
adjudged liable to the limited liability company or in
connection with a proceeding whereby such responsible person is
adjudged liable to the limited liability company for receiving
an improper personal benefit. Additionally, limited liabilities
companies are generally required to indemnify a responsible
person who was wholly successful in the defense of a proceeding
against that person as a responsible person for the limited
liability company.
The Tennessee LLC Acts prohibit indemnification if a responsible
person is adjudged liable for a breach of the duty of loyalty to
the limited liability company or its members or for acts or
omissions not in good faith that involve intentional misconduct
or a knowing violation of law.
The Tennessee LLC Acts authorize a limited liability company to
purchase and maintain insurance on behalf of any person who is
or was a responsible person, officer, employee, independent
contractor, or agent of the limited liability company, or who
while a responsible person, officer, employee, independent
contractor, or agent of the limited liability company, against
any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of his or her status as
such, whether or not the limited liability company would
otherwise have the power to indemnify him under the Tennessee
LLC Acts. The Company maintains policies insuring the officers
of the Tennessee Limited Liability Company Registrants for
actions taken in such capacities, including liabilities under
the Securities Act.
The Articles of Organization
and/or the
Operating Agreements of the Tennessee Limited Liability Company
Registrants generally provide that the Tennessee Limited
Liability Company Registrants shall indemnify its members and
all of its officers to the fullest extent of and in accordance
with the Tennessee LLC Acts.
The bylaws of the Company also provide that to the maximum
extent permitted by Maryland law the Company shall indemnify any
director and officer of the Company who serves at the express
request of the Company as an officer or director of another
corporation or other enterprise, subject to the limitations set
forth in the bylaws of the Company as previously described.
II-3
Delaware
Registrants
CCA International, Inc. and CCA Western Properties, Inc.
(collectively, the Delaware Corporate Registrants)
are corporations incorporated under the laws of the state of
Delaware. Section 145 of the Delaware General Corporation
Law (DGCL), among other things, empowers a Delaware
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or
in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of
another corporation or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if he or
she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys fees)
actually and reasonably incurred in connection with the defense
or settlement of any such threatened, pending or completed
action or suit if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the
corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal
counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of
conduct.
Section 145 further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such,
whether or not the corporation would otherwise have the power to
indemnify him under Section 145. The Company maintains
policies insuring the officers and directors of the Delaware
Corporate Registrants against certain liabilities for actions
taken in such capacities, including liabilities under the
Securities Act.
The Certificate of Incorporation of CCA International, Inc.
eliminates the monetary liability of its directors for a breach
of their fiduciary duty as directors; provided, however, that
such provision does not eliminate the liability of a director
(1) for a breach of the directors duty of loyalty to
the corporation or its stockholders; (2) for acts or
omissions not in good faith or which involve intentional
misconduct or knowing violation of law; (3) under
Section 174 of the DGCL (relating to the declaration of
dividends and purchase or redemption of shares in violation of
the DGCL); or (4) for transactions from which the director
derived an improper personal benefit. The Certificate of
Incorporation of CCA Western Properties, Inc. eliminates to the
fullest extent permitted by applicable law the monetary
liability of its directors for a breach of their fiduciary duty
as directors.
The bylaws of each of the Delaware Corporate Registrants provide
that the corporation will indemnify its present and former
directors and officers against expenses and liabilities incurred
by them in connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in
such positions to the fullest extent permitted or authorized by
the DGCL. In addition, the bylaws of each Delaware Corporate
Registrant authorize the corporation to purchase and maintain
insurance for any individual who is or was a director or officer
of the corporation, or who is or was serving at the request of
the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise. The
Company maintains policies insuring the officers and directors
of the Delaware Corporate Registrants for actions taken in such
capacities, including liabilities under the Securities Act.
The bylaws of the Company also provide that to the maximum
extent permitted by Maryland law the Company shall indemnify any
director and officer of the Company who serves at the express
request of the Company as an officer or director of another
corporation, subject to the limitations set forth in the bylaws
of the Company as previously described.
II-4
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Exhibit
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No.
|
|
Description
|
|
|
1
|
.1*
|
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Form of Underwriting Agreement.
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|
3
|
.1
|
|
Amended and Restated Charter of the Company (restated for SEC
filing purposes only) (incorporated by reference to
Exhibit 3.1 to the Companys Annual Report on
Form 10-K
(SEC File
no. 001-16109),
filed with the SEC on February 27, 2008).
|
|
3
|
.2
|
|
Fourth Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.1 to the Companys Current
Report on
Form 8-K
(SEC File
no. 001-16109),
filed with the SEC on December 13, 2007).
|
|
3
|
.3
|
|
Articles of Organization of CCA Health Services, LLC.
|
|
3
|
.4
|
|
Operating Agreement of CCA Health Services, LLC.
|
|
3
|
.5
|
|
Certificate of Incorporation of CCA International, Inc.
(incorporated by reference to Exhibit 3.12 to Amendment
No. 1 to the Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on September 4, 2002).
|
|
3
|
.6
|
|
Bylaws of CCA International, Inc. (incorporated by reference to
Exhibit 3.13 to Amendment No. 1 to the Companys
Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on September 4, 2002).
|
|
3
|
.7
|
|
Articles of Organization of CCA of Tennessee, LLC (incorporated
by reference to Exhibit 3.2 to the Companys
Registration Statement on
Form S-4
(Registration
333-124332)
filed with the SEC on April 26, 2005).
|
|
3
|
.8
|
|
Operating Agreement of CCA of Tennessee, LLC (incorporated by
reference to Exhibit 3.3 to the Companys Registration
Statement on
Form S-4
(Registration
333-124332)
filed with the SEC on April 26, 2005).
|
|
3
|
.9
|
|
Articles of Organization of CCA Properties of America, LLC
(incorporated by reference to Exhibit 3.14 to Amendment
No. 3 to the Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on December 30, 2002).
|
|
3
|
.10
|
|
Operating Agreement of CCA Properties of America, LLC
(incorporated by reference to Exhibit 3.15 to Amendment
No. 3 to the Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on December 30, 2002).
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3
|
.11
|
|
Articles of Organization of CCA Properties of Arizona, LLC
(incorporated by reference to Exhibit 3.16 to Amendment
No. 3 to the Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on December 30, 2002).
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3
|
.12
|
|
Operating Agreement of CCA Properties of Arizona, LLC
(incorporated by reference to Exhibit 3.17 to Amendment
No. 3 to the Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on December 30, 2002).
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3
|
.13
|
|
Articles of Organization of CCA Properties of Tennessee, LLC
(incorporated by reference to Exhibit 3.18 to Amendment
No. 3 to the Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on December 30, 2002).
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|
3
|
.14
|
|
Operating Agreement of CCA Properties of Tennessee, LLC
(incorporated by reference to Exhibit 3.19 to Amendment
No. 3 to the Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on December 30, 2002).
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3
|
.15
|
|
Certificate of Incorporation of CCA Western Properties, Inc.
(incorporated by reference to Exhibit 3.20 to the
Companys Registration Statement on
Form S-4
(Registration
333-124332)
filed with the SEC on April 26, 2005).
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3
|
.16
|
|
Bylaws of CCA Western Properties, Inc. (incorporated by
reference to Exhibit 3.21 to the Companys
Registration Statement on
Form S-4
(Registration
333-124332)
filed with the SEC on April 26, 2005).
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3
|
.17
|
|
Charter of Prison Realty Management, Inc. (incorporated by
reference to Exhibit 3.6 to Amendment No. 1 to the
Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on September 4, 2002).
|
II-5
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
3
|
.18
|
|
Bylaws of Prison Realty Management, Inc. (incorporated by
reference to Exhibit 3.7 to Amendment No. 1 to the
Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on September 4, 2002).
|
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3
|
.19
|
|
Charter of Technical and Business Institute of America, Inc., as
amended (incorporated by reference to Exhibit 3.8 to
Amendment No. 1 to the Companys Registration
Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on September 4, 2002).
|
|
3
|
.20
|
|
Bylaws of Technical and Business Institute of America, Inc.
(incorporated by reference to Exhibit 3.9 to Amendment
No. 1 to the Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on September 4, 2002).
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3
|
.21
|
|
Articles of Organization of TransCor America, LLC (incorporated
by reference to Exhibit 3.10 to Amendment No. 1 to the
Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on September 4, 2002).
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3
|
.22
|
|
Operating Agreement of TransCor America, LLC (incorporated by
reference to Exhibit 3.11 to Amendment No. 1 to the
Companys Registration Statement on
Form S-4
(Registration
333-96721)
filed with the SEC on September 4, 2002).
|
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4
|
.1
|
|
Indenture, dated as of January 23, 2006, by and among the
Company, certain of its subsidiaries and U.S. Bank National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on
Form 8-K
(SEC File
no. 001-16109),
filed with the SEC on January 24, 2006).
|
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4
|
.2*
|
|
Form of Note.
|
|
5
|
.1
|
|
Opinion of Bass, Berry & Sims PLC.
|
|
12
|
.1
|
|
Statement regarding Computation of Ratios.
|
|
23
|
.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
23
|
.2
|
|
Consent of Bass, Berry & Sims PLC (included in
Exhibit 5.1).
|
|
24
|
.1
|
|
Powers of Attorney (contained on signature pages of this
Registration Statement).
|
|
25
|
.1
|
|
Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939, as amended, of U.S.
Bank National Association, as Trustee.
|
|
|
|
* |
|
To be filed by amendment or as an exhibit to a report filed
under the Exchange Act and incorporated herein by reference. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
II-6
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
Registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of 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 the purpose of determining liability under
the Securities Act to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by
Section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
Registrant under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
II-7
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrants annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plans
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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
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.
(d) The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act of 1939 in accordance with the
rules and regulations prescribed by the SEC under
Section 305(b)(2) of the Trust Indenture Act of 1939.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
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 May 19, 2009.
CORRECTIONS CORPORATION OF AMERICA
John D. Ferguson
Chief Executive Officer and
Chairman of the Board
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Executive Officer
(Principal Executive Officer), Chairman of the Board of
Directors and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President,
Chief Financial Officer and Treasurer (Principal Financial
and
Accounting Officer)
|
|
May 19, 2009
|
|
|
|
|
|
/s/ William
F. Andrews
William
F. Andrews
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Donna
M. Alvarado
Donna
M. Alvarado
|
|
Director
|
|
May 19, 2009
|
II-9
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Lucius
E. Burch, III
Lucius
E. Burch, III
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
D. Correnti
John
D. Correnti
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Dennis
W. DeConcini
Dennis
W. DeConcini
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Horne
John
R. Horne
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ C.
Michael Jacobi
C.
Michael Jacobi
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Thurgood
Marshall, Jr.
Thurgood
Marshall, Jr.
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Charles
L. Overby
Charles
L. Overby
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Prann, Jr.
John
R. Prann, Jr.
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Joseph
V. Russell
Joseph
V. Russell
|
|
Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Henri
L. Wedell
Henri
L. Wedell
|
|
Director
|
|
May 19, 2009
|
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 May
19, 2009.
CCA OF TENNESSEE, LLC
By: Corrections Corporation of America,
its sole member
John D. Ferguson
Chief Executive Officer
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Manager and Chief Executive Officer (Principal Executive
Officer) and Director of Corrections Corporation of America, the
Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
|
May 19, 2009
|
|
|
|
|
|
/s/ William
F. Andrews
William
F. Andrews
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Donna
M. Alvarado
Donna
M. Alvarado
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
II-11
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Lucius
E. Burch, III
Lucius
E. Burch, III
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
D. Correnti
John
D. Correnti
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Dennis
W. DeConcini
Dennis
W. DeConcini
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Horne
John
R. Horne
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ C.
Michael Jacobi
C.
Michael Jacobi
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Thurgood
Marshall, Jr.
Thurgood
Marshall, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Charles
L. Overby
Charles
L. Overby
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Prann, Jr.
John
R. Prann, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Joseph
V. Russell
Joseph
V. Russell
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Henri
L. Wedell
Henri
L. Wedell
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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
May 19, 2009.
CCA HEALTH SERVICES, LLC
By: CCA of Tennessee, LLC,
its sole member
By: Corrections Corporation of America,
its sole member
John D. Ferguson
Chief Executive Officer
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Manager (Principal Executive Officer) and Director of
Corrections Corporation of America, the Sole Member of the Sole
Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Chief Financial Officer and Treasurer (Principal Financial
and
Accounting Officer)
|
|
May 19, 2009
|
II-13
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ William
F. Andrews
William
F. Andrews
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Donna
M. Alvarado
Donna
M. Alvarado
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Lucius
E. Burch, III
Lucius
E. Burch, III
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
D. Correnti
John
D. Correnti
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Dennis
W. DeConcini
Dennis
W. DeConcini
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Horne
John
R. Horne
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ C.
Michael Jacobi
C.
Michael Jacobi
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Thurgood
Marshall, Jr.
Thurgood
Marshall, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Charles
L. Overby
Charles
L. Overby
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Prann, Jr.
John
R. Prann, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Joseph
V. Russell
Joseph
V. Russell
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Henri
L. Wedell
Henri
L. Wedell
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 May
19, 2009.
CCA INTERNATIONAL, INC.
John D. Ferguson
Chief Executive Officer and President
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Executive Officer and President (Principal Executive
Officer), Chairman of the Board of Directors and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ David
M. Garfinkle
David
M. Garfinkle
|
|
Director
|
|
May 19, 2009
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 May
19, 2009.
CCA PROPERTIES OF AMERICA, LLC
By: Corrections Corporation of America,
its sole member
John D. Ferguson
Chief Executive Officer
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Manager and Chief Executive Officer (Principal Executive
Officer) and Director of Corrections Corporation of America, the
Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
|
May 19, 2009
|
|
|
|
|
|
/s/ William
F. Andrews
William
F. Andrews
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Donna
M. Alvarado
Donna
M. Alvarado
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
II-16
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Lucius
E. Burch, III
Lucius
E. Burch, III
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
D. Correnti
John
D. Correnti
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Dennis
W. DeConcini
Dennis
W. DeConcini
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Horne
John
R. Horne
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ C.
Michael Jacobi
C.
Michael Jacobi
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Thurgood
Marshall, Jr.
Thurgood
Marshall, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Charles
L. Overby
Charles
L. Overby
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Prann, Jr.
John
R. Prann, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Joseph
V. Russell
Joseph
V. Russell
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Henri
L. Wedell
Henri
L. Wedell
|
|
Director of Corrections Corporation of America, the Sole Member
of Registrant
|
|
May 19, 2009
|
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 May
19, 2009.
CCA PROPERTIES OF ARIZONA, LLC
By: CCA Western Properties,
Inc., its sole member
John D. Ferguson
Chief Executive Officer
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Manager and Chief Executive Officer (Principal Executive
Officer) and Director of CCA Western Properties, Inc., the Sole
Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director of CCA
Western Properties, Inc., the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ David
M. Garfinkle
David
M. Garfinkle
|
|
Director of CCA Western Properties, Inc., the Sole Member of
Registrant
|
|
May 19, 2009
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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
May 19, 2009.
CCA PROPERTIES OF TENNESSEE, LLC
By: CCA of Tennessee, LLC,
its sole member
By: Corrections Corporation of America,
its sole member
John D. Ferguson
Chief Executive Officer
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Manager and Chief Executive Officer (Principal Executive
Officer) and Director of Corrections Corporation of America, the
Sole Member of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
|
May 19, 2009
|
II-19
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ William
F. Andrews
William
F. Andrews
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Donna
M. Alvarado
Donna
M. Alvarado
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Lucius
E. Burch, III
Lucius
E. Burch, III
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
D. Correnti
John
D. Correnti
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Dennis
W. DeConcini
Dennis
W. DeConcini
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Horne
John
R. Horne
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ C.
Michael Jacobi
C.
Michael Jacobi
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Thurgood
Marshall, Jr.
Thurgood
Marshall, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Charles
L. Overby
Charles
L. Overby
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Prann, Jr.
John
R. Prann, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Joseph
V. Russell
Joseph
V. Russell
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Henri
L. Wedell
Henri
L. Wedell
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 May
19, 2009.
CCA WESTERN PROPERTIES, INC.
John D. Ferguson
Chief Executive Officer and Chairman of the
Board of Directors
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Executive Officer (Principal Executive Officer) and
Chairman of the Board of Directors and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ David
M. Garfinkle
David
M. Garfinkle
|
|
Director
|
|
May 19, 2009
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 May
19, 2009.
PRISON REALTY MANAGEMENT, INC.
John D. Ferguson
Chief Executive Officer and President
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Executive Officer and President (Principal Executive
Officer), Chairman of the Board of Directors and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ David
M. Garfinkle
David
M. Garfinkle
|
|
Director
|
|
May 19, 2009
|
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 May
19, 2009.
TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC.
John D. Ferguson
Chief Executive Officer
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Chief Executive Officer and President (Principal Executive
Officer), Chairman of the Board of Directors and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
|
May 19, 2009
|
|
|
|
|
|
/s/ David
M. Garfinkle
David
M. Garfinkle
|
|
Director
|
|
May 19, 2009
|
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 May
19, 2009.
TRANSCOR AMERICA, LLC
By: CCA of Tennessee, LLC,
its sole member
By: Corrections Corporation of America,
its sole member
John D. Ferguson
Chief Executive Officer
SIGNATURE
PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John D. Ferguson and Todd
J Mullenger (with full power to each of them to act alone) as
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 or all amendments or
post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to
Rule 462(b) of the Securities Act, as amended, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the SEC, to sign any and all
applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other
documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Steve
Kennedy
Steve
Kennedy
|
|
Chief Manager and President
(Principal Executive Officer)
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Todd
J Mullenger
Todd
J Mullenger
|
|
Executive Vice President,
Chief Financial Officer and Treasurer (Principal Financial
and
Accounting Officer)
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
D. Ferguson
John
D. Ferguson
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
II-24
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ William
F. Andrews
William
F. Andrews
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Donna
M. Alvarado
Donna
M. Alvarado
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Lucius
E. Burch, III
Lucius
E. Burch, III
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
D. Correnti
John
D. Correnti
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Dennis
W. DeConcini
Dennis
W. DeConcini
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Horne
John
R. Horne
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ C.
Michael Jacobi
C.
Michael Jacobi
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Thurgood
Marshall, Jr.
Thurgood
Marshall, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Charles
L. Overby
Charles
L. Overby
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ John
R. Prann, Jr.
John
R. Prann, Jr.
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Joseph
V. Russell
Joseph
V. Russell
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
|
|
|
|
|
/s/ Henri
L. Wedell
Henri
L. Wedell
|
|
Director of Corrections Corporation of America, the Sole Member
of the Sole Member of Registrant
|
|
May 19, 2009
|
II-25
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
1
|
.1*
|
|
Form of Underwriting Agreement.
|
|
3
|
.1
|
|
Amended and Restated Charter of the Company (restated for SEC
filing purposes only) (incorporated by reference to Exhibit 3.1
to the Companys Annual Report on Form 10-K (SEC File no.
001-16109), filed with the SEC on February 27, 2008).
|
|
3
|
.2
|
|
Fourth Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.1 to the Companys Current Report
on Form 8-K (SEC File no. 001-16109), filed with the SEC on
December 13, 2007).
|
|
3
|
.3
|
|
Articles of Organization of CCA Health Services, LLC.
|
|
3
|
.4
|
|
Operating Agreement of CCA Health Services, LLC.
|
|
3
|
.5
|
|
Certificate of Incorporation of CCA International, Inc.
(incorporated by reference to Exhibit 3.12 to Amendment No. 1 to
the Companys Registration Statement on Form S-4
(Registration 333-96721) filed with the SEC on September 4,
2002).
|
|
3
|
.6
|
|
Bylaws of CCA International, Inc. (incorporated by reference to
Exhibit 3.13 to Amendment No. 1 to the Companys
Registration Statement on Form S-4 (Registration 333-96721)
filed with the SEC on September 4, 2002).
|
|
3
|
.7
|
|
Articles of Organization of CCA of Tennessee, LLC (incorporated
by reference to Exhibit 3.2 to the Companys Registration
Statement on Form S-4 (Registration 333-124332) filed with the
SEC on April 26, 2005).
|
|
3
|
.8
|
|
Operating Agreement of CCA of Tennessee, LLC (incorporated by
reference to Exhibit 3.3 to the Companys Registration
Statement on Form S-4 (Registration 333-124332) filed with the
SEC on April 26, 2005).
|
|
3
|
.9
|
|
Articles of Organization of CCA Properties of America, LLC
(incorporated by reference to Exhibit 3.14 to Amendment No. 3 to
the Companys Registration Statement on Form S-4
(Registration 333-96721) filed with the SEC on December 30,
2002).
|
|
3
|
.10
|
|
Operating Agreement of CCA Properties of America, LLC
(incorporated by reference to Exhibit 3.15 to Amendment No. 3 to
the Companys Registration Statement on Form S-4
(Registration 333-96721) filed with the SEC on December 30,
2002).
|
|
3
|
.11
|
|
Articles of Organization of CCA Properties of Arizona, LLC
(incorporated by reference to Exhibit 3.16 to Amendment No. 3 to
the Companys Registration Statement on Form S-4
(Registration 333-96721) filed with the SEC on December 30,
2002).
|
|
3
|
.12
|
|
Operating Agreement of CCA Properties of Arizona, LLC
(incorporated by reference to Exhibit 3.17 to Amendment No. 3 to
the Companys Registration Statement on Form S-4
(Registration 333-96721) filed with the SEC on December 30,
2002).
|
|
3
|
.13
|
|
Articles of Organization of CCA Properties of Tennessee, LLC
(incorporated by reference to Exhibit 3.18 to Amendment No. 3 to
the Companys Registration Statement on Form S-4
(Registration 333-96721)
filed with the SEC on December 30, 2002).
|
|
3
|
.14
|
|
Operating Agreement of CCA Properties of Tennessee, LLC
(incorporated by reference to Exhibit 3.19 to Amendment No. 3 to
the Companys Registration Statement on Form S-4
(Registration 333-96721) filed with the SEC on December 30,
2002).
|
|
3
|
.15
|
|
Certificate of Incorporation of CCA Western Properties, Inc.
(incorporated by reference to Exhibit 3.20 to the Companys
Registration Statement on Form S-4 (Registration 333-124332)
filed with the SEC on April 26, 2005).
|
|
3
|
.16
|
|
Bylaws of CCA Western Properties, Inc. (incorporated by
reference to Exhibit 3.21 to the Companys Registration
Statement on Form S-4 (Registration 333-124332) filed with the
SEC on April 26, 2005).
|
|
3
|
.17
|
|
Charter of Prison Realty Management, Inc. (incorporated by
reference to Exhibit 3.6 to Amendment No. 1 to the
Companys Registration Statement on Form S-4 (Registration
333-96721) filed with the SEC on September 4, 2002).
|
|
3
|
.18
|
|
Bylaws of Prison Realty Management, Inc. (incorporated by
reference to Exhibit 3.7 to Amendment No. 1 to the
Companys Registration Statement on Form S-4 (Registration
333-96721) filed with the SEC on September 4, 2002).
|
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
3
|
.19
|
|
Charter of Technical and Business Institute of America, Inc., as
amended (incorporated by reference to Exhibit 3.8 to Amendment
No. 1 to the Companys Registration Statement on Form S-4
(Registration 333-96721) filed with the SEC on September 4,
2002).
|
|
3
|
.20
|
|
Bylaws of Technical and Business Institute of America, Inc.
(incorporated by reference to Exhibit 3.9 to Amendment No. 1 to
the Companys Registration Statement on Form S-4
(Registration 333-96721) filed with the SEC on September 4,
2002).
|
|
3
|
.21
|
|
Articles of Organization of TransCor America, LLC (incorporated
by reference to Exhibit 3.10 to Amendment No. 1 to the
Companys Registration Statement on Form S-4 (Registration
333-96721) filed with the SEC on September 4, 2002).
|
|
3
|
.22
|
|
Operating Agreement of TransCor America, LLC (incorporated by
reference to Exhibit 3.11 to Amendment No. 1 to the
Companys Registration Statement on Form S-4 (Registration
333-96721) filed with the SEC on September 4, 2002).
|
|
4
|
.1
|
|
Indenture, dated as of January 23, 2006, by and among the
Company, certain of its subsidiaries and U.S. Bank National
Association, as Trustee (incorporated by reference to Exhibit
4.1 to the Companys Current Report on Form 8-K (SEC File
no. 001-16109), filed with the SEC on January 24, 2006).
|
|
4
|
.2*
|
|
Form of Note.
|
|
5
|
.1
|
|
Opinion of Bass, Berry & Sims PLC.
|
|
12
|
.1
|
|
Statement regarding Computation of Ratios.
|
|
23
|
.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
23
|
.2
|
|
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
|
|
24
|
.1
|
|
Powers of Attorney (contained on signature pages of this
Registration Statement).
|
|
25
|
.1
|
|
Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of U.S. Bank National Association, as
Trustee.
|
|
|
|
* |
|
To be filed by amendment or as an exhibit to a report filed
under the Exchange Act and incorporated herein by reference. |