SEC Filing | CoreCivic, Inc.

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- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 --------------------- SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D) (L) OR 13(E) (L) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- (AMENDMENT NO. 1) CORRECTIONS CORPORATION OF AMERICA (Name of Subject Company (Issuer)) CORRECTIONS CORPORATION OF AMERICA (Names of Filing Person (Offeror)) SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK (Title of Class of Securities) 22025Y 30 8 AND 74264N 30 3 (CUSIP Number of Class of Securities) JOHN D. FERGUSON CHIEF EXECUTIVE OFFICER CORRECTIONS CORPORATION OF AMERICA 10 BURTON HILLS BOULEVARD NASHVILLE, TN 37215 (615) 263-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: F. MITCHELL WALKER, JR. BASS, BERRY & SIMS PLC 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TENNESSEE 37238 (615) 742-6200 CALCULATION OF FILING FEE

* Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $26.00 (the per share tender offer price) by 4,204,947, the number of shares of Correction Corporation of America's Series B Cumulative Convertible Preferred Stock sought in the Offer. ** Previously paid. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A

[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------

INTRODUCTORY STATEMENT This Amendment No. 1 to the Tender Offer Statement on Schedule TO ("Schedule TO") relates to the offer by Corrections Corporation of America, a Maryland corporation ("CCA"), to purchase for cash up to 4,204,947 shares of its Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 2, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal. This Amendment No. 1 to the Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended by adding Exhibits (a)(1)(F) and (a)(1)(G) filed herewith.

SIGNATURE After due 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. CORRECTIONS CORPORATION OF AMERICA By: /s/ DAVID M. GARFINKLE ------------------------------------- Name: David M. Garfinkle Title: Vice President, Finance Dated: April 2, 2003

EXHIBIT INDEX

- --------------- * Previously filed ** Filed herewith

EXHIBIT (a)(1)(F) [CORRECTIONS CORPORATION OF AMERICA LOGO] Karin Demler: (615) 263-3005 CORRECTIONS CORPORATION OF AMERICA ANNOUNCES TENDER OFFER FOR SERIES B CUMULATIVE CONVERTIBLE PREFERRED SHARES NASHVILLE, Tenn. - April 2, 2003 - Corrections Corporation of America (NYSE: CXW) announced today that it has commenced a tender offer to purchase for cash up to 4,204,947 shares, representing 90%, of the outstanding 4,672,163 shares, of its Series B Cumulative Convertible Preferred Stock (Cusip Nos. 22025Y 30 8 and 74264N 30 3) for $26.00 per share. The tender offer will expire at 12:00 midnight, New York City time, on Tuesday, April 29, 2003, unless extended. The tender offer is being made solely by the Offer to Purchase and the related Letter of Transmittal, dated April 2, 2003. Stockholders should read the Offer to Purchase and related materials when they are available because they contain important information. The tender offer is conditioned upon, among other things, the receipt by the Company of financing on terms and conditions satisfactory to the Company. Brokers and dealers that tender shares are eligible for solicitation fees in the amount of $0.25 per tendered share for pieces up to 10,000 shares, as fully described in the Offer to Purchase. The dealer manager for the tender offer is Lehman Brothers Inc. The information agent is D. F. King & Co., Inc. Questions regarding the tender offer should be directed to Darrell Chiang at Lehman Brothers, at 800-438-3242 or 212-528-7581. Requests for tender offer documentation should be directed to D. F. King & Co., at 888-605-1956 or 212-269-5550. This press release shall not constitute an offer to purchase or a solicitation of acceptance of the tender offer, which may be made only pursuant to the terms of the offer to purchase and related letter of transmittal. The tender offer is not being made to shareholders in any jurisdiction where the making or accepting of the offer would violate the laws of that jurisdiction. In any jurisdiction where the laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed made on behalf of the Company by Lehman Brothers Inc. or one or more registered brokers or dealers under the laws of such jurisdiction.

EXHIBIT (a)(1)(G) [CORRECTIONS CORPORATION OF AMERICA LOGO] Karin Demler (615) 263-3005 CORRECTIONS CORPORATION OF AMERICA ANNOUNCES PROPOSED OFFERING OF COMMON STOCK AND SENIOR NOTES NASHVILLE, Tenn. - April 2, 3003 - Corrections Corporation of America (NYSE: CXW) today announced that it intends to make a public offering of its common stock and $200 million of its new Senior Notes due 2011. Of the 7,600,000 shares anticipated to be offered, 6,400,000 shares will be offered by the Company and 1,200,000 shares will be offered by a selling stockholder. It is expected that the selling stockholder will also grant to the underwriters an over-allotment option to purchase up to an additional 1,140,000 shares of common stock. The common stock and Senior Notes will be sold under a shelf registration statement filed by the Company with the Securities and Exchange Commission. The exact timing and terms of the offerings are subject to market conditions and other factors. Corrections Corporation of America intends to use its net proceeds from the sale of common stock and the Senior Notes for the following purposes: (i) To finance the purchase price of up to 90% of the Company's Series B Preferred Stock pursuant to a tender offer made by the Company commencing today at a price per share of $26.00, net to the seller; (ii) To finance the redemption price of 4,000,000 shares of the Company's Series A Preferred Stock which are expected to be called for redemption following consummation of the offerings; (iii) To finance the repurchase of 3,362,899 shares of common stock to be issued upon conversion of the Company's outstanding $40 million convertible notes and to pay accrued interest on those notes to the date of purchase; and (iv) To repay a portion of the borrowings outstanding under the term loan portion of the Company's Senior Credit Facility. Consummation of the proposed offerings and application of the proceeds as described are subject to consent of the required lenders under this facility. A Registration Statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any state. When available, copies of the applicable preliminary prospectus and prospectus supplements relating to the offerings may be obtained by contacting Lehman Brothers Inc., c/o ADP

Financial Services, Integrated Distribution Services, 1155 Long Island, Edgewood, New York 11717, or by calling 631-254-7106. In addition, this communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Series B Preferred Stock. Stockholders and investors should read carefully the offer to purchase and related materials when they are available because they contain important information. FORWARD LOOKING STATEMENTS The foregoing statements regarding Corrections Corporation of America's intentions with respect to the contemplated common stock offering and note offering and other transactions described above are forward looking statements under the Private Securities Litigation Reform Act of 1995, and actual results could vary materially from the statements made. Corrections Corporation of America's ability to complete the offerings and other transactions described above successfully is subject to various risks, many of which are outside of its control, including prevailing conditions in the public capital markets and other risks and uncertainties as detailed from time to time in the reports filed by the Company with the Securities and Exchange Commission.