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Corrections Corporation of America Message Board

  • brucedgaither brucedgaither Jan 4, 2000 10:41 AM Flag

    merger structure was done by Crants

    This proposed merger deal is identical to the
    last one--obviously the handiwork of Doctor
    Crants--otherwise he would not follow the same pattern of
    transferring all of the assets to brand new shell companies
    (and from "old" shell companies). Then the shell
    companies which are newly-formed here are themselves merged
    once again.

    This is the very same pattern as
    before--and the stock went down. Like a shell game where the
    true assets are concealed and the flim-flam man
    pockets all of the money:

    "SECURITIES PURCHASE
    AGREEMENT

    THIS SECURITIES PURCHASE AGREEMENT (the "Agreement")
    is made as of
    December 26, 1999 by and among
    Prison Realty Trust, Inc., a Maryland
    corporation
    ("Prison Realty"), Corrections Corporation of America, a
    Tennessee corporation
    ("CCA"), Prison Management
    Services, Inc., a Tennessee corporation ("PMSI" or

    "Service Company A"), and Juvenile and Jail Facility
    Management Services, Inc.,
    a Tennessee corporation
    ("JJFMSI" or "Service Company B", together with Prison

    Realty, CCA, and PMSI are collectively referred to herein
    as the "Companies"),
    on the one hand, and Prison
    Acquisition Company L.L.C., a Delaware limited
    liability
    company, on the other hand. It is contemplated that
    between the date
    hereof and the Initial Closing (as
    hereinafter defined), Prison Acquisition
    Company L.L.C.
    will assign its rights and obligations under this
    Agreement to
    the entities identified in Schedule 1.1
    hereof or their affiliates, who together
    with Prison
    Acquisition Company L.L.C. are collectively referred to
    herein as
    the "Investors." References to this
    Agreement herein shall include each of the
    Exhibits and
    Schedules attached hereto.

    WHEREAS, as a condition
    to the completion of the Investment
    (as
    hereinafter defined): (i) CCA will be merged with and into
    CCA Acquisition Sub,
    Inc., a Tennessee
    corporation ("CCA Sub"); (ii) PMSI will be merged with and

    into PMSI Acquisition Sub, Inc., a Tennessee
    corporation ("PMSI Sub"); and (iii)
    JJFMSI will be merged
    with and into JJFMSI Acquisition Sub, Inc., a
    Tennessee
    corporation ("JJFMSI Sub"), with each of CCA
    Sub, PMSI Sub and JJFMSI Sub being
    a surviving
    entity and wholly owned subsidiary of Prison Realty (the

    "Combination"), all pursuant to the terms and conditions of the
    Agreement and
    Plan of Merger attached hereto as Exhibit
    A (the "Merger Agreement");"


    --------------------------------------------------------------------------------

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    • Send email to PZN IR: We will vote NO.

      Yes, the deal is UNFAIR and UNJUSTIFIED.
      We should vote NO.

      Deal will be changed!!

    • Yes, the deal is UNFAIR and UNJUSTIFIED.
      We should vote NO.

      Deal will be changed!!

      Send email to PZN IR: We will vote NO.

    • We can defeat this thing. We must all vote
      NO NO NO NO.

      Do not even be tempted to vote yes.

      I am trying to express to Kemper to vote
      NO as well.

    • Dcrants@prisonreit.com

      Tell him how much you hate this deal.

    • upset. An rightfully so, it bothers me also the way things were handled. Best of luck

    • It could be interesting but I really doubt it.
      Unfortunately most shareholders are like sheep waiting to be
      shorn. They have this naive belief that if management
      says its good, so be it!

      The only way I see
      this getting defeated is if the institutions,
      especially David Dreman, who touted this stock on several
      occasions, were to come out publically against it (or
      privately by contacting the other institutions and working
      behind the scenes). Not likely. Mutual funds and
      institutional holders don't upset the applecart or the system
      that be. It's not nice or polite to object to
      management even while they are raping you and your
      shareholders. You just take your loss and write in your
      quarterly report how that one didn't work out as expected.
      In that society, a CEO who causes an 80% or $2
      BILLION DOLLAR drop in market value in one year to his
      shareholders, still becomes a vice-president instead of getting
      a "pink slip". Talk about job security!




      I haven't seen the PW report, but even what you
      reported is unusual. Maybe if several more analysts "tell
      it like it is", there may be a chance for PZN.


      I love to see it happen, but I have no dilusions
      here. I'm using all my dilusions on CRRR which I
      believe may very well defeayt management in their "C"
      corporation plan to enrich themselves.

      Good Luck.

    • This could be the case where common shareholders
      would have a say, by voting their shares. Baron And
      Sodexo do not have the majority of votes and PW just put
      out a report saying the deal is UNFAIR and
      UNJUSTIFIED. The cheaper source of capital, if needed, is
      selling existing real estate, which has a much higher
      value than is reflected by the stock price. I think the
      outcome of the vote might be very interesting!!!

    • People at PZN/CCA can't get over the notion that
      growth and marketing are more important than management
      and accountability. Not even those who are "newly in
      charge." The straight man from BAC secutiries even spoke
      of the importance of Doc's "relationships" in the
      corrections field. Hey, in my years in the corporate world,
      we did a lot of agreements based on "relationships,"
      but that's marketing, and being a CEO is a whole lot
      more.

    • How stupid was Beasley to say that? Is he really running the show? What a dumb ass.

    • Insiders own 30% and institutions own 43%
      according to Yahoo! Profile. Normally, these guys get
      approval prior to the vote and don't risk attempting deals
      that are hopeless.

      But who's counting? How do
      you spell dundeel?

      Regards.

    • View More Messages
 
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