View:
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Prison Realty Trust, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
72424N-10-5
(CUSIP Number)
September 12, 2000
(Date of event that requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 11 Pages)
________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 72424N-10-5 13G Page 2 of 11
Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
5,273,451
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
5,273,451
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,273,451
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.45%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 72424N-10-5 13G Page 3 of 11
Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Partners III, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
233,962
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
233,962
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
233,962
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.20%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 72424N-10-5 13G Page 4 of 11
Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham International Advisors, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
2,206,086
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
2,206,086
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,206,086
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.86%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 72424N-10-5 13G Page 5 of 11
Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Holdings II, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
392,601
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
392,601
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
392,601
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.33%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 72424N-10-5 13G Page 6 of 11
Pages
Item 1(a). Name of Issuer:
The name of the issuer is Prison Realty Trust, Inc.
(the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 10 Burton Hills
Boulevard, Suite 100, Nashville, Tennessee 37215
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Gotham Partners, L.P., a New York limited partnership
("Gotham") with respect to the shares of Common Stock directly
owned by it;
(ii) Gotham Partners III, L.P., a New York limited partnership
("Gotham III") with respect to the shares of Common Stock
directly owned by it; and
(iii) Gotham International Advisors, L.L.C., a limited liability
company organized under the laws of the State of Delaware
("Gotham Advisors"), which serves as investment manager to
Gotham Partners International, Ltd.("Gotham International"),
a company organized under the laws of the Cayman Islands, with
respect to the shares of Common Stock directly owned by Gotham
International; and
(iv) Gotham Holdings II, L.L.C, a limited liability company organized
under the laws of the State of Delaware ("Holdings II") with
respect to the shares of Common Stock directly owned by it; and
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of Gotham, Gotham Advisors, Gotham III
and Holdings II is 110 East 42nd Street, 18th Floor, New York, New York, 10017.
The address of the business office of Gotham International is c/o Goldman Sachs
(Cayman) Trust, Limited, Harbour Centre, 2nd Floor, P.O. Box 896, George Town,
Grand Cayman, Cayman Islands, British West Indies
Item 2(c). Citizenship:
Gotham and Gotham III are limited partnerships organized under the laws of
the State of New York. Gotham Advisors and Holdings II are limited liability
companies organized under the laws of the State of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value (the "Common Stock")
CUSIP No. 72424N-10-5 13G Page 7 of 11
Pages
Item 2(e). CUSIP Number:
72424N-10-5
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
CUSIP No. 72424N-10-5 13G Page 8 of 11
Pages
Item 4. Ownership.
A. Gotham Partners, L.P.
(a) Amount beneficially owned: 5,273,451
(b) Percent of class: 2.20% The percentages used herein and in the
rest of Item 4 are calculated based upon the 118,416,095 shares of Common Stock
issued and outstanding as of August 11, 2000 as reflected in the Company's
form 10-Q for the period ending June 30, 2000.
(c)(i) Sole power to vote or direct the vote: 5,273,451
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 5,273,451
(iv) Shared power to dispose or direct the disposition: -0-
B. Gotham Partners III, L.P.
(a) Amount beneficially owned: 233,962
(b) Percent of class: .20%
(c)(i) Sole power to vote or direct the vote: 233,962
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 233,962
(iv) Shared power to dispose or direct the disposition: -0-
C. Gotham International Advisors, L.L.C.
(a) Amount beneficially owned: 2,206,086
(b) Percent of class: 1.86%
(c)(i) Sole power to vote or direct the vote: 2,206,086
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 2,206,086
(iv) Shared power to dispose or direct the disposition: -0-
D. Gotham Holdings II, L.L.C.
(a) Amount beneficially owned: 392,601
(b) Percent of class: .33%
(c)(i) Sole power to vote or direct the vote: 392,601
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 392,601
(iv) Shared power to dispose or direct the disposition: -0-
CUSIP No. 72424N-10-5 13G Page 9 of 11
Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
CUSIP No. 72424N-10-5 13G Page 10 of 11
Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: September 12, 2000
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management, L.L.C.,
The Investment Manager
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
Page 11 of 11 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G, as
amended, shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be
responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has
reason to believe that such information is inaccurate.
DATED: September 12, 2000
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management, L.L.C.,
The Investment Manager
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member