SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #1
Prison Realty Trust, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
72424N-10-5
(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
March 31, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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 disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose 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).
SCHEDULE 13D/A
CUSIP No. 72424N-10-5 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,215,451
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 5,215,451
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,215,451
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.41%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D/A
CUSIP No. 72424N-10-5 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 233,962
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 233,962
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
233,962
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.20%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D/A
CUSIP No. 72424N-10-5 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,204,086
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 2,204,086
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,204,086
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.86%
14 TYPE OF REPORTING PERSON*
OO; IA
SCHEDULE 13D/A
CUSIP No. 72424N-10-5 Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings II, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 392,601
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 392,601
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
392,601
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.33%
14 TYPE OF REPORTING PERSON*
OO; PN
Page 6 of 10 Pages
Item 1. Security and Issuer
This Amendment #1 amends and supplements the statement on Schedule 13D
(the "Statement") as it relates to the Common Stock, $.01 par value ("Common
Stock"), of Prison Realty Trust, Inc., a Maryland corporation (the "Company").
The principal executive offices of the Company are located at 10 Burton Hills
Boulevard, Suite 100, Nashville, Tennessee 37215.
Item 2 is hereby amended to add the following information.
Item 2. Identity and Background
This Statement is being filed by Gotham Partners, L.P., a New York
limited partnership ("Gotham"), with respect to shares of Common Stock owned
by it, Gotham Partners III, L.P., a New York limited partnership
("Gotham III"), with respect to shares of Common Stock owned by it, Gotham
Holdings II, L.L.C., a Delaware limited liability company ("Holdings") with
respect to shares of Common Stock owned by it and Gotham International
Advisors, L.L.C., a Delaware limited liability company ("Gotham Advisors"),
with respect to shares of Common Stock owned by Gotham Partners
International, Ltd. ("Gotham International"), a Cayman exempted company.
Gotham, Gotham III, Holdings II and Advisors are together the "Reporting
Persons".
On February 17, 2000, Gotham distributed 392,601 shares of common stock to a
limited partner of Gotham, in connection with such limited partner's withdrawal
from Gotham. The common stock had a deemed value of $5.0625 per share as of
January 1, 2000, the effective date of the withdrawal of such limited partner.
Subsequently, an affiliate of such limited partner recontributed an identical
number of shares of common stock to Holdings in consideration of an ownership
interest in Holdings.
Each of Gotham and Gotham III was formed to engage in the buying
and selling of securities for investment for its own account. Each of Gotham
Advisors and Gotham Holdings Management LLC, a Delaware limited liability
company ("Gotham Management") was formed for the purpose of providing a full
range of investment advisory services, including acting as the investment
manager of one or more investment funds or other similar entities, including
Gotham International and Holdings, respectively.
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham and Gotham III. Karenina Corp., a New
York corporation ("Karenina"), and DPB Corp., a New York corporation ("DPB"),
are the sole general partners of Section H. Karenina is wholly owned by Mr.
William A. Ackman. DPB is wholly owned by Mr. David P. Berkowitz. Gotham
Management is the manager of Holdings. Pursuant to an investment management
agreement (the "Investment Management Agreement"), Gotham Advisors has the power
to vote and dispose of the shares of Common Stock held for the account of
Gotham International and, accordingly, may be deemed the "beneficial owner" of
such shares. Messrs. Ackman and Berkowitz are the Senior Managing Members of
Gotham advisors and Holdings.
Page 7 of 10 Pages
Messrs. Ackman and Berkowitz are citizens of the United States of
America, and the principal occupation of each of them is managing the affairs
of (i) Karenina and DPB, respectively, and through such entities the affairs
of Section H, Gotham, Gotham III, Holdings and (ii) Gotham Advisors, and
throughsuch entity the affairs of Gotham International. The business address
of each of Gotham, Gotham III, Holdings, Gotham Advisors, Section H, Gotham
Management, Karenina, DPB and Messrs. Ackman and Berkowitz is 110 East 42nd
Street, 18th Floor, New York, New York 10017. The business address 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.
During the last five years, none of Gotham, Gotham III, Holdings, Gotham
Advisors, Gotham International, Section H, Gotham Management, Karenina, DPB,
Mr. Ackman or Mr. Berkowitz (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
was $3,993,827, the aggregate purchase price of the Common Stock purchased
by Gotham III was $43,065 and the aggregate purchase price of the Common Stock
purchased by Gotham International was $518,988. All of the funds required for
these purchases were obtained from the general funds of Gotham, Gotham III and
Gotham International, respectively.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 5,215,451 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 4.41% of the outstanding
Common Stock of the Company. Gotham III owns 233,962 shares of Common Stock as
of the date of this Statement, representing an aggregate of approximately .20%
of the outstanding Common Stock of the Company. Holdings owns 392,601 shares of
Common Stock as of the date of this Statement, representing an aggregate of
approximately .33% of the outstanding Common Stock of the Company. Gotham
International owns 2,204,086 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 1.86% of the outstanding
Common Stock of the Company. The percentages in this paragraph are calculated
based upon 118,381,951 shares of Common Stock issued and outstanding as of
November 08, 1999 as reflected in the Company's form 10-Q for the period ending
September 30, 1999. None of Gotham Advisors, Section H, Gotham Management,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock
(other than the Common Stock beneficially owned by Gotham, Gotham III, Holdings
and Gotham International).
(b) Each of Gotham, Gotham III, and Holdings has sole power to vote and to
dispose of all of the Common Stock beneficially owned by it. Pursuant to the
Investment Management Agreement, Gotham Advisors currently has the power to
vote and to dispose of all of the Common Stock beneficially owned by Gotham
International.
Page 8 of 10 Pages
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham, Gotham III, Holdings and Gotham
International. In each case, the transactions took place on the New York Stock
Exchange, except for the transfer(*) arising from the transaction in Item 2.
Gotham
Shares of Common Stock
Date Purchased/(Sold) Price per Share
02/17/00 (392,601)* 5.0625
02/18/00 447,000 3.9150
02/25/00 110,800 3.7592
02/24/00 51,800 3.6550
02/25/00 100,000 4.2175
03/30/00 100,000 3.3525
03/31/00 291,000 3.0274
Gotham III
12/27/99 78,000 5.0517
12/28/99 19,500 5.2524
12/29/99 10,100 5.2929
12/30/99 4,700 5.1338
12/31/99 4,800 5.0386
01/03/00 4,800 5.0371
01/04/00 1,200 4.9150
01/05/00 3,100 5.0400
01/06/00 650 5.0600
01/07/00 3,600 5.2900
01/18/00 9,700 5.0400
01/28/00 2,744 4.3067
01/31/00 5,268 4.2900
02/01/00 8,800 4.3512
02/02/00 6,000 4.3337
02/08/00 60,000 4.2003
02/18/00 11,000 3.9150
Gotham International
12/27/99 853,000 5.0517
12/28/99 213,200 5.2524
12/29/99 111,000 5.2929
12/30/99 51,800 5.1338
12/31/99 53,100 5.0386
01/03/00 53,000 5.0371
01/04/00 12,800 4.9150
01/05/00 33,850 5.0400
01/06/00 6,850 5.0600
01/07/00 38,000 5.2900
01/18/00 102,300 5.0400
01/28/00 34,986 4.3067
01/31/00 43,900 4.2900
02/01/00 112,300 4.3512
02/02/00 65,500 4.3337
02/08/00 286,000 4.2003
02/14/00 500 4.4150
02/18/00 132,000 3.9150
Holdings
02/17/00 392,601* 5.0625
Except as described above, none of Gotham, Gotham III, Gotham International,
Gotham Advisors, Holdings, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz has effected any transactions in the securities of the Company
during the past sixty days.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described above, none of Gotham, Gotham III, Gotham
International, Holdings, Gotham Advisors, Section H, Gotham Management,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz is a party to any contract,
arrangement, understanding or relationship with respect to any securities of
the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, divisions of profit or losses or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
Page 9 of 10 Pages
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.
April 3, 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 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 INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
Page 10 of 10 Pages
EXHIBIT 2
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, 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: April 3, 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 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 INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member