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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. 4)
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
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
| Transaction Valuation* | Amount of Filing Fee** | |||
$109,328,622 |
$ | 8,845 | ||
| * | 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. |
| o | 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 |
| o | 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:
| o | third-party tender offer subject to Rule 14d-1. | |
| x | issuer tender offer subject to Rule 13e-4. | |
| o | going-private transaction subject to Rule 13e-3. | |
| o | 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: o
| ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION | ||||||||
| ITEM 12. EXHIBITS | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.A.1.I - PRESS RELEASE | ||||||||
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INTRODUCTORY STATEMENT
This Amendment No. 4 to the Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the offer by Corrections Corporation of America, a Maryland corporation (the “Company”), 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 “Shares”), 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. The offer to purchase the Shares will expire at 12:00 midnight, New York City time, on May 13, 2003, unless extended.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 7(b) of the Schedule TO is hereby amended and supplemented as follows:
| On May 7, 2003, the Company completed a public offering of 6,400,000 shares of its common stock (the “Common Stock Offering”) at a price to the public of $19.50 per share, generating estimated net proceeds of $117.3 million. Additionally, on May 7, 2003, the Company completed a public offering of $250.0 million aggregate principal amount of the Company’s senior notes due 2011 (the “Notes Offering”). As a result, the condition that the Company receive at least $240.0 million in aggregate net proceeds from the Common Stock Offering and the Notes Offering has been satisfied. |
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended by adding Exhibit (a)(1)(I) filed herewith.
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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: May 7, 2003
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| (a) (1) (A) | Offer to Purchase, dated April 2, 2003.* | |
| (a) (1) (B) | Letter of Transmittal.* | |
| (a) (1) (C) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a) (1) (D) | Form of Letter from Lehman Brothers Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a) (1) (E) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
| (a) (1) (F) | Press Release, dated April 2, 2003.* | |
| (a) (1) (G) | Press Release, dated April 2, 2003.* | |
| (a) (1) (H) | Press Release, dated April 29, 2003.* | |
| (a) (1) (I) | Press Release, dated May 7, 2003.** | |
| (a) (5) | Summary Advertisement.* |
| * | Previously filed | |
| ** | Filed herewith |
EXHIBIT A.1.I (CORRECTIONS CORPORATION OF AMERICA LOGO) Contact: Karin Demler, (615) 263-3005 CORRECTIONS CORPORATION OF AMERICA ANNOUNCES CLOSING OF COMMON STOCK OFFERING AND NOTES OFFERING NASHVILLE, Tenn. - May 7, 2003 - Corrections Corporation of America (NYSE: CXW) today announced the closing of a public offering of 7,600,000 shares of its common stock, plus an additional 1,140,000 shares pursuant to the exercise in full of the underwriters' over-allotment option, at a price of $19.50 per share. Of the 8,740,000 total shares sold, 6,400,000 shares were sold by the Company and 2,340,000 shares were sold by a selling stockholder. The Company did not receive any proceeds from the sale of shares by the selling stockholder. In addition, Corrections Corporation of America today announced the closing of the issuance of $250 million aggregate principal amount of its 7 1/2% Senior Notes due 2011. As a result of the closing of the common stock offering and notes offering, the Company has announced that the financing condition to its tender offer to purchase for cash up to 4,204,947 shares of its Series B Cumulative Convertible Preferred Stock (CUSIP Nos. 22025Y 30 8 and 74264N 30 3) at a fixed price of $26.00 per share has been satisfied. The tender offer will expire at 12:00 midnight, New York City time, on Tuesday, May 13, 2003, unless extended. Copies of the prospectus supplement and accompanying prospectus relating to the common stock offering and notes offering 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. 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 stockholders 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.