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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Correction Corp. of America
(Name of Issuer)
Ser. A. Pfd.
(Title of Class of Securities)
22025Y409
(CUSIP Number)
Michael Emanuel, Esq.
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 26, 2004
(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 statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is 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 remained 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
CUSIP NO. 22025Y409
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
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 1,183 Shares of Ser. A Pfd. stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 727 Shares of Ser. A Pfd. stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,183 Shares of Ser. A Pfd. stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
727 Shares of Ser. A Pfd. stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,910 Shares of Ser. A Pfd. stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.63%
14 TYPE OF REPORTING PERSON*
PN, BD, IA
SCHEDULE 13D
CUSIP NO. 22025Y409
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 19,983 Shares of Ser. A Pfd. stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 19,983 Shares of Ser. A Pfd. stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,983 Shares of Ser. A Pfd. stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.66%
14 TYPE OF REPORTING PERSON*
PN, BD
SCHEDULE 13D
CUSIP NO. 22025Y409
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Offshore Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,775 Shares of Ser. A Pfd. stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,775 Shares of Ser. A Pfd. stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,775 Shares of Ser. A Pfd. stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.59%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
- ------ -------------------
This statement refers to the Series A Preferred Stock of Corrections Corp. of
America, 10 Burton Hills Boulevard, Nashville, TN., 37215.
Item 2. Identity and Background.
- ------ -----------------------
No change.
Item 3. Source and Amount of Funds or Other Compensation.
- ------ ------------------------------------------------
No. change.
Item 4. Purpose of Transaction.
- ------ ----------------------
No change.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Series A
Preferred Stock as of March 3, 2004.
Shares of Series A Preferred Stock
Loeb Arbitrage Fund 19,983
Loeb Partners Corporation* 1,910
Loeb Offshore Fund 1,775
---------
23,668
The total shares of Series A Pfd. Stock constitute 7.89% the 300,000 outstanding
shares of Series A Preferred Stock as reported by the issuer.
- -------------------------
*Including 727 shares of Series A Preferred Stock purchased for the account of
one customer of Loeb Partners Corporation as to which it has investment
discretion.
(b) See paragraph (a) above.
(c) The following purchases of Series A Preferred Stock have been made in the
last sixty (60) days by the following:
Purchases of Ser. A Preferred Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 02-23-04 68 $25.22
02-23-04 50 25.22
02-26-04 85 25.21
03-03-04 20 25.21
Holder Shares Average Price
Loeb Arbitrage Fund 02-23-04 839 $25.22
02-23-04 563 25.22
02-24-04 200 25.22
02-26-04 1342 25.21
03-03-04 350 25.21
Holder Shares Average Price
Loeb Offshore Fund 02-23-04 302 $25.22
02-23-04 78 25.22
02-26-04 73 25.21
03-03-04 30 25.21
- --------------------
*Including 727 shares of Series A Preferred Stock purchased for the account of
one customers of Loeb Partners Corporation as to which it has investment
discretion.
All reported transactions were effected on the NYSE.
(d) Not applicable.
(e). Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
March 5,2004 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
March 5, 2004 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
By: /s/ Gideon J. King
President
March 5, 2004 Loeb Offshore Fund
By: /s/ Gideon J. King
Director