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CORRECTIONS CORPORATION OF AMERICA
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2004 (December 9, 2004)

Corrections Corporation of America

(Exact name of registrant as specified in its charter)
         
Maryland   001-16109   62-1763875
 
 
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer
        Identification No.)

10 Burton Hills Boulevard, Nashville, Tennessee 37215

(Address of principal executive offices) (Zip Code)

(615) 263-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (c) On December 9, 2004, Corrections Corporation of America (the “Company”) established a new officer position of Chief Corrections Officer and appointed T. Don Hutto, age 69, to fill the position on an interim basis as Executive Vice President and Acting Chief Corrections Officer. For his service in this position, Mr. Hutto will receive an annual salary of $240,000. Mr. Hutto, one of the founding members of Corrections Corporation of America, has served the Company as an advisor to the President and Chief Executive Officer since June of 1995. He formerly served as a Director to CCA of Australia, a former subsidiary of the Company, and as President and Director to CCA International, Inc. Prior to joining the Company, Mr. Hutto served as the Director of Corrections and as the Deputy Director for the Department of Corrections for the Commonwealth of Virginia from 1977 through 1982. In addition, Mr. Hutto has previously served as the Director of Corrections for the State of Arkansas and the Warden and Assistant Warden for the Texas Department of Corrections. Mr. Hutto has a B.S. in History and Sociology from East Texas State University.

     The press release issued by the Company announcing the hiring of Mr. Hutto is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

     (c)  The following exhibit is furnished as part of this Current Report pursuant to Item 5.02:

       Exhibit 99.1 - Press Release dated December 15, 2004

 

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

     
Date: December 15, 2004   CORRECTIONS CORPORATION OF AMERICA
 
    By: /s/ Irving E. Lingo, Jr.
       Irving E. Lingo, Jr.
       Executive Vice President and
       Chief Financial Officer

 

Table of Contents

EXHIBIT INDEX

     
Exhibit No.   Description
 
99.1   Press Release dated December 15, 2004

  


                                                                    EXHIBIT 99.1

                                            (CCA)
                                            (CORRECTIONS CORPORATION OF AMERICA)

News Release

Contact:   Louise Chickering, Marketing and Communications 615-263-3106
           Karin Demler, Investor Relations 615-263-3005

                  CORRECTIONS CORPORATION OF AMERICA ANNOUNCES
                       OFFICE OF CHIEF CORRECTIONS OFFICER

NASHVILLE, Tenn., December 15, 2004 - Corrections Corporation of America (NYSE:
CXW) (the "Company") announces as part of its evaluation of its executive
officer organizational structure, it has created the position of Chief
Corrections Officer. This new position, which assumes many of the
responsibilities of the former Chief Operating Officer, is an executive position
responsible for the oversight of facility operations, health services, inmate
programs and TransCor, the Company's wholly-owned transportation subsidiary.

T. Don Hutto, one of the founding members of Corrections Corporation of America,
has agreed to serve as Acting Chief Corrections Officer while the Company
conducts a national search for the best candidate. The candidate search will
focus on experienced corrections professionals who have managed large and
complex correctional systems.

Mr. Hutto has been an advisor to the Company's President and Chief Executive
Officer since June of 1995. He formerly served as President and Director to CCA
International, Inc., and as a Director to CCA of Australia, a former subsidiary
of the Company. Mr. Hutto has extensive corrections experience, in addition to
his relationships with CCA, serving as the Director of Corrections and as Deputy
Director for the Department of Corrections for the Commonwealth of Virginia from
1977 through 1982, as Director of Corrections for the state of Arkansas, and as
a warden and assistant warden for the Texas Department of Corrections.

According to John Ferguson, President and CEO, "For CCA to fulfill its mission
of operating the highest quality, full service adult corrections company in the
United States, the Company must achieve consistency in the delivery of its
quality services throughout its network of 63 facilities. Don Hutto has been a
valuable contributor to CCA for many years and we are grateful for his
willingness to further contribute to the Company's success." Ferguson added,
"I continue to assess the organizational structure of our Company to ensure our
structure and our mission are aligned."

ABOUT THE COMPANY

The Company is the nation's 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. The
Company currently operates 63 facilities, including 38 company-owned facilities,
with a total design capacity of approximately 68,000 beds in 19 states and the
District of Columbia. The Company specializes 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, the
Company's 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 reduce
recidivism and to prepare inmates for their successful re-entry into society
upon their release. The Company also provides health care (including medical,
dental and psychiatric services), food services and work and recreational
programs.

FORWARD-LOOKING STATEMENTS

This press release contains statements as to the Company's beliefs and
expectations of the outcome of future events that are forward-looking statements
as defined within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from the statements made.
These include, but are not limited to, the risks and uncertainties associated
with: (i) fluctuations in the Company's operating results because of, among
other things, changes in occupancy levels, competition, increases in cost of
operations, fluctuations in interest rates and risks of operations; (ii) changes
in the privatization of the corrections and detention industry, the public
acceptance of the Company's services and the timing of the opening of and demand
for new prison facilities; (iii) the Company's ability to obtain and maintain
correctional facility management contracts, including as the result of
sufficient governmental appropriations, and the timing of the opening of new
facilities; (iv) the Company's ability to obtain and maintain correctional
facility management contracts, including as the result of inmate disturbances;
(v) increases in costs to construct 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 the Company's
control, such as weather, labor conditions and material shortages, resulting in
increased construction costs; and (vi) general economic and market conditions.
Other factors that could cause operating and financial results to differ are
described in the filings made from time to time by the Company with the
Securities and Exchange Commission.

The Company takes no responsibility for updating the information contained in
this press release following the date hereof to reflect events or circumstances
occurring after the date hereof or the occurrence of unanticipated events or for
any changes or modifications made to this press release or the information
contained herein by any third-parties, including, but not limited to, any wire
or internet services.

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