CORRECTIONS CORPORATION OF AMERICA - FORM 8-K
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): July 24, 2008 (July 23, 2008)
Corrections Corporation of America
(Exact name of registrant as specified in its charter)
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Maryland
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001-16109
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62-1763875 |
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
10 Burton Hills Boulevard, Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective July 23, 2008, the Board of Directors (the Board) of Corrections Corporation of
America (the Company), appointed John D. Ferguson, the Companys Chief Executive Officer, to
serve as Chairman of the Companys Board of Directors. William F. Andrews, who had served as
Chairman, will now serve as Chairman of the Boards Executive Committee.
Effective July 23, 2008, the Board also appointed Damon T. Hininger as President and Chief
Operating Officer of the Company. Prior to his appointment, Mr. Hininger, age 38, had served as
the Companys Senior Vice President, Federal and Local Customer Relations since September 2007. Mr.
Hininger joined the Company in 1992, working as a Correctional
Officer; Facility Training Manager;
Manager, Facility Start Up; Director, Strategic Planning; Director,
Proposal Development; Vice
President Business Analysis and Vice President, Federal Customer Relations before being promoted to
Senior Vice President. Mr. Hininger earned a B.S. from Kansas State University and an M.B.A. from
the Jack Massey Graduate School of Business at Belmont University in Nashville, Tennessee.
Additionally, effective July 23, 2008, the Board appointed Anthony L. Grande as the Companys
new Executive Vice President and Chief Development Officer. Prior to his appointment, Mr. Grande,
age 38, had served as the Companys Senior Vice President, State Customer Relations since September
2007. Mr. Grande joined the Company in 2003 to serve as Vice President of State Customer Relations.
Prior to joining the Company, Mr. Grande served as the Commissioner of Economic and Community
Development for the State of Tennessee. Mr. Grande earned his Masters of Education at Vanderbilt
University in Nashville, Tennessee and his Bachelor of Arts from The American University in
Washington, D.C.
On July 24, 2008, the Company issued a press release announcing the new executive officer
appointments. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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Press Release dated July 24, 2008. |
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.
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Date: July 24, 2008 |
CORRECTIONS CORPORATION OF AMERICA
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By: |
/s/ Todd J Mullenger
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Todd J Mullenger |
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Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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No. |
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Exhibit |
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99.1 |
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Press Release dated July 24, 2008. |
EX-99.1 PRESS RELEASE
Exhibit 99.1
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News Release
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Contact: |
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Karin Demler, Investor Relations 615-263-3005
Louise Grant, Marketing and Communications 615-263-3106 |
Corrections Corporation of America Announces
Executive Officer Appointments
Nashville, Tenn., July 24, 2008 Corrections Corporation of America (NYSE: CXW), the nations
largest provider of corrections management services to government agencies, announced today that
John Ferguson, the Companys Chief Executive Officer, has been appointed to serve as Chairman of
the Companys Board of Directors. William Andrews, who had served as Chairman, will now be
Chairman of the Boards Executive Committee. CCA also announced that Damon Hininger has been
appointed to serve as the Companys President and Chief Operating Officer. Mr. Hininger, who has
been with the Company since 1992, has served as Senior Vice President, Federal and Local Customer
Relations since September 2007.
Reflecting on his service as Chairman, Mr. Andrews said, I am grateful to the shareholders of CCA
for allowing me to serve as its Chairman for the last eight years, and I look forward to continuing
to actively participate in its governance as a director and Chairman of the Executive Committee.
Mr. Ferguson added, On behalf of the Board of Directors and management, I would like to thank Bill
for his longtime service as Chairman of the Board, during which time he led the Board with vision
and precision. I hope to continue his legacy of building and managing a strong and dynamic Board
that is committed to our vision and mission.
Mr. Ferguson continued, I would also like to take this opportunity to express how proud I am of
Damons accomplishments, as he epitomizes our active approach to professional staff development.
Having started his career with CCA 16 years ago as a correctional officer, he intimately knows
every aspect of its business. I am confident that Damons demonstrated abilities will help him
carry forward our strong business model that continues to successfully serve our customers,
stockholders and employees.
In response to his appointment as President, Mr. Hininger said, I am honored and humbled to be
afforded this tremendous opportunity to serve as the President and Chief Operating Officer of this
great company. I have had a great mentor in John Ferguson and, with his guidance, I look forward
to assuming oversight of our operations, business development and real estate departments as we
continue to enhance CCAs operations.
Mr. Hininger joined the Company in 1992 and held several positions, including Vice President,
Business Analysis and Vice President, Federal Customer Relations before being promoted to Senior
Vice President. Mr. Hininger earned a bachelors degree from Kansas State University and an M.B.A.
from the Jack Massey School of Business at Belmont University.
-more-
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Additionally, CCA announced that Tony Grande has been appointed to serve as the Companys new
Executive Vice President and Chief Development Officer. Mr. Grande has served as Senior Vice
President, State Customer Relations since September 2007. Mr. Grande joined CCA in 2003 to serve as
Vice President of State Customer Relations. Prior to joining CCA, Mr. Grande served as the
Commissioner of Economic and Community Development for the State of Tennessee. Mr. Grande earned
his Masters of Education at Vanderbilt University in Nashville, Tennessee and his Bachelor of Arts
from The American University in Washington, D.C.
Mr. Ferguson said, With respect to Tonys appointment, the role of Chief Development Officer is an
important one in this organization, and I have great confidence in Tonys ability to assume the
enhanced responsibility for all of our federal, state and local government customer relations.
Commenting on the new executive officer appointments, Mr. Ferguson continued, I want to
congratulate both Damon and Tony. They were each promoted in September 2007 to Senior Vice
President in their respective roles of Federal/Local Customer Relations and State Relations and, in
the past year, have both demonstrated their depth and breadth of leadership and vision. They bring
their talent, dedication and energy to every management decision, and they are helping forge new
opportunities for the Company.
About the Company
CCA is the nations 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. CCA currently operates 66 facilities, including 42 company-owned facilities,
with a total design capacity of approximately 81,000 beds in 19 states and the District of
Columbia. CCA 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, CCAs
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. CCA 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 our 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 our 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 our services, the timing of the opening of and demand for new prison facilities and
the commencement of new management contracts; (iii) our ability to obtain and maintain correctional
facility management contracts, including as the result of sufficient governmental appropriations,
inmate disturbances, and the time of the opening of new facilities and the commencement of new
management contracts as
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well as our ability to utilize current available beds and new capacity as development and expansion
projects are completed; (iv) 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 our control, such as weather, labor conditions and
material shortages, resulting in increased construction costs; (v) changes in governmental policy
and in legislation and regulation of the corrections and detention industry including, but not
limited to, judicial challenges regarding the transfer of California inmates to out-of-state
private correctional facilities; (vi) the availability of debt and equity financing on terms that
are favorable to us; and (vii) 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 us with the Securities and Exchange Commission.
CCA 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.
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