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CORRECTIONS CORPORATION OF AMERICA-FORM SC TO-I/A
Table of Contents

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

(FINAL AMENDMENT)

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

         
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: x

 

TABLE OF CONTENTS

ITEM 12. EXHIBITS
SIGNATURE
EXHIBIT INDEX
EX-99.A.1.J PRESS RELEASE 05/14/03

Table of Contents

INTRODUCTORY STATEMENT

     This Final Amendment 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 expired at 12:00 midnight, New York City time, on May 13, 2003. Based upon the final count of the Depositary, a total of 3,746,396 Shares out of the 4,672,163 outstanding Shares were properly tendered and not withdrawn prior to the expiration of the offer. All of the Shares tendered in the offer were accepted by the Company for an aggregate consideration of $97,406,296. The settlement date for payment of the tender offer price will be on or about May 14, 2003.

ITEM 12. EXHIBITS

     Item 12 of the Schedule TO is hereby amended by adding Exhibit (a)(1)(J) filed herewith.

 

Table of Contents

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 14, 2003

 

Table of Contents

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) (1) (J)   Press Release, dated May 14, 2003.**
     
(a) (5)   Summary Advertisement.*

*   Previously filed
 
**   Filed herewith

  


                                                               EXHIBIT (A)(1)(J)

(CCA LOGO)


Contact:  Karin Demler, (615) 263-3005



            CORRECTIONS CORPORATION OF AMERICA COMPLETES TENDER OFFER
             FOR ITS SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK


NASHVILLE, Tenn. - May 14, 2003 - Corrections Corporation of America (NYSE: CXW)
today announced that it has completed its 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 expired at 12:00 midnight, New York City time, on Tuesday, May
13, 2003. Based on a count of the tendered shares by the Depositary, 3,746,396
shares have been validly tendered and not withdrawn. The Company has accepted
all of the tendered shares under the terms of the offer. The acceptance of these
shares in the tender offer will result in Corrections Corporation of America's
acquisition of approximately 80.2% of the outstanding shares of the Company's
Series B Preferred Stock for an aggregate purchase price of $97,406,296.
Following the completion of the tender offer 925,767 shares of the Company's
Series B Preferred Stock remain outstanding. The settlement date for payment of
the tender offer price will be promptly following the date hereof.

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.