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
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:
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement")
is made as of
December 26, 1999 by and among
Prison Realty Trust, Inc., a Maryland
("Prison Realty"), Corrections Corporation of America, a
("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
company, on the other hand. It is contemplated that
between the date
hereof and the Initial Closing (as
hereinafter defined), Prison Acquisition
will assign its rights and obligations under this
the entities identified in Schedule 1.1
hereof or their affiliates, who together
Acquisition Company L.L.C. are collectively referred to
the "Investors." References to this
Agreement herein shall include each of the
Schedules attached hereto.
WHEREAS, as a condition
to the completion of the Investment
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
corporation ("JJFMSI Sub"), with each of CCA
Sub, PMSI Sub and JJFMSI Sub being
entity and wholly owned subsidiary of Prison Realty (the
"Combination"), all pursuant to the terms and conditions of the
Plan of Merger attached hereto as Exhibit
A (the "Merger Agreement");"
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.
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
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?