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Corrections Corporation of America Message Board

  • imdipped imdipped Aug 11, 2000 12:47 PM Flag

    Just musing

    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
    right.
    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.
    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
    success.�

    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
    myself.

    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
    don�t lose.

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    • 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
      PZN stock.

      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
      given.

      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
      for "free".

      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).

    • <EOM>

    • After learning William Andrews new
      PZN Board
      Chairman resigned from
      old Board due to he a
      disagreement
      with Doc Crants over building Calif.
      City this
      convinced me he is not
      part of the old Doc regime.Thus
      I
      voted for the merger as it may be
      our only viable
      choice.

    • You have the patience to keep replying to these
      posts with hidden
      agendas , which I lack. The
      Senior
      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.
      plus
      an undoubted increase in the interest
      rate on the
      currently owed balance.
      In that event Bankruptcy
      filing
      appears inevitable. Anyone long
      PZN common should vote
      yes and pray
      that the proposed merger passes
      by
      a wide margin. This alone will give
      the current
      market price a boost up.

    • that the present CCA and the present
      PZN both
      get merged into a new Corporate Entity and the
      Present
      Shareholders of CCA are being compensated for their old
      stock
      which will be wiped out. PZN existing shareholders will
      then own
      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
      reorganization.

    • another one of our nice union colleagues trying to "help" us
      with our votes. I noticed you
      created the "iwanttohearit"
      alias on Thursday.

    • "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
      to
      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
      that the
      CCA deal will add about 10% to
      PZN's
      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
      believe that
      bankruptcy is in
      any way positive for common
      equity
      holders, then you
      shouldn't be investing
      without
      adult supervision.

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