The good side of me thinks of this when my good
side is thinking.
This is attributed to Mr. Max
Toy, a business executive.
�I�m never going to
take shots at anybody. One of the greatest learning
experiences I ever had was when IBM sent me to Harvard as
part of their executive MBA program. You sit there and
get to go through the case studies with the professor
and all the students, and just literally rip this
poor guy up one side and down the other. And it became
very apparent to me how easy it is to be critical and
second guess and question somebody else�s efforts. I�ve
learned that people in business make the best decision
they can. No one intentionally sets out to make a bad
decision. They try to do the best they can with the best
information they have, and do what they think is
Now not everybody is right all the time. But they
try. And yet we sometimes become very critical, and
it�s easy to sit back and look at what somebody did
two or three years ago and take a shot at it.
took me a long time to learn that it was okay to make
a mistake. They asked the president of 3M one time,
what�s the key to your success. And he say�s, well, my
right decisions made more money for the company than my
wrong decisions cost it. That was the key to my
My guess is that when these guys hatched their plan,
they caught market fever. Millions were being made
overnight in the new fangled stocks. Probably baby doc had
to show his buddies at Goldman Sachs that he was a
wheeler dealer too. Anyway, the occupancy rate didn�t
materialize and the boys had to protect their ass ets. Theirs
not ours. True colors came forth. I believe any debt
is a debt of honor. I don�t like CCA blackmailing us
and taking us down.
My other side...sometimes
suicidal...says that the water is up to my chin now so I might as
well go down with the ship. The good ole boys will
lose a lot more than I have. I also don�t want to be
raped, especially if I�m doing it to
Yieldseeker, I like your logic. One day I�m with you. The next
day I�m not. Back and forth. I will wait to decide
after hearing everyone�s rational and I hope I don�t
wind up tossing a coin. I�m not knowlegable enough to
figure this out for myself.
I�d really like to be
able to acquire CCA for $1, get rid of the boys (old
and new), change the name and get on with it. I
wouldn�t mind paying 20 or 30 mil. to get it over with
(after all it isn�t my money. I�ve already lost mine)
but I have an uneasy feeling about the new cronies. I
want a real clean sweep. I agree that the market
doesn�t see any change with the new people. Fergy might
be okay. The stock rose after his appointment. I
hope that whatever the outcome, the retail persons
I agree that Baron's demands should be
characterized as "extortion", but I would point out that Baron
receives only $8 mm in PZN stock plus $3 mm in PZN
warrants, which is about half of the minimum payout for
CCA. Sodexho is negotiating to receive the same
"extortionate" payment and is currently being offerred the $8 mm
I consider both Baron and Sodexho
to be insiders, but there are substantial payouts
for CCA equity beyond what these two receive.
$800,000 cash is to be paid to FORMER executive officers
of PZN (surely you would agree that these are
insiders) for their shares of CCA. On top of this, PZN will
pay up to $10.6 mm in PZN shares to employee and
management shareholders for their CCA equity. And this
EXCLUDES the wardens who paid tax on the shares they were
So you see, I am not making assumptions.
I am reading the proxy.
Guess you caught me tired and grumpy. You have
consistently bad-mouthed the CCA-PZN merger as a bail out of
insiders. Yet in your most recent post you seem to grasp at
straws to conclude that PZN board members must own CCA
stock if they own PZN stock.
Fact is, that's
only true of Sodexho (a corporation which has a rep on
the board). Baron used to own PZN, but may not any
more. They each put in $8MM cash to grease the original
PZN/CCA merger. The rest of the CCA stock was issued
primarily to lower level PZN & CCA employees, including
wardens (yes, Junior and Devlin got a little too, but it
was peanuts). They paid tax on it because they got it
The $20MM buy-out price
apparently comes not from a desire to benefit PZN insiders,
but is based on Baron's extortion demands.
I'm not an insider, and I respect your knowledgable
opinions, except in this area where you make assumptions
without knowing the facts.
Focus on real issues,
like Doc's guarantee of 10% of the 134MM CCA debt to
PZN that goes away in the merger (as another poster
recently quietly reminded us).
After learning William Andrews new
Chairman resigned from
old Board due to he a
with Doc Crants over building Calif.
convinced me he is not
part of the old Doc regime.Thus
voted for the merger as it may be
our only viable
You have the patience to keep replying to these
posts with hidden
agendas , which I lack. The
crediters approved this proxy and
have made it clear:
If it doesn't
pass it will void the senior
credit facility and the advance of
50,000,000 in new
funds PZN needs to
get thruthe next 6 months.
an undoubted increase in the interest
rate on the
currently owed balance.
In that event Bankruptcy
appears inevitable. Anyone long
PZN common should vote
yes and pray
that the proposed merger passes
a wide margin. This alone will give
market price a boost up.
that the present CCA and the present
get merged into a new Corporate Entity and the
Shareholders of CCA are being compensated for their old
which will be wiped out. PZN existing shareholders will
the new corporation which once again will
be renamed Correction Corporation of America, INc.
The terms of the merger should be straightforward
-- recombine the company and pay the extortion to
the CCA holders, (who received their equity as a gift
in a sham transaction, IMO). Why should the Crants
severance package be addressed as part of the merger -- it
should be "severed" and voted on separately. Can someone
raise the question in the CC? Or will the CC be stage
managed in the manner of the previous CC?
I agree with your third paragraph, "I'm not
saying.....", and if I vote yes that will be why. Bottom line:
We've got no good options. If (and I know it's not a
certainty) a no vote lands us in bk, we get nothing...we are
out of the picture...and the remaining players,
management, lenders, and preferred holders are left with a
"In truth, PZN shareholders have a much greator
chance of emerging from bankruptcy with some of their
equity intact than they do if this deal legitimizes the
theft of their ownership."
If you truly believe
the above statement, then you are a danger
yourself and anyone foolish enough to believe you have the
faintest idea of what you are talking about.
Credible posters on this board
have previously stated
CCA deal will add about 10% to
current share number--in
other words, 10% dilution.
By comparison, let me guarantee you that you would
not emerge from
bankruptcy with 90% of your
ownership intact. If you honestly
bankruptcy is in
any way positive for common
holders, then you
shouldn't be investing