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Corrections Corporation of America Message Board

  • follow_the_rat follow_the_rat Aug 18, 1999 10:01 AM Flag

    Man bites dog!

    Riots at prisons. Stabbings. Escapes. News coverage of same. Governor says it's too bad, intolerable. Cons have got to start behaving better.

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    • Unfortunately, there is no such thing as a
      write-in vote in a director election. The proxy card must
      under SEC rules allow a shareholder to withhold a vote
      for a management-nominated candidate, but these
      withhold votes are dwarfed by the broker non-votes in
      favor of management (as I describe in the post to which
      you responded). There is no place on the card to
      write in a person and even if there were the company
      that does the tabulating is under no obligation to
      note the write in candidate or keep track of how many
      votes he or she got.

      If you want to nominate
      your own candidate you must put out your own proxy
      card and file a proxy statement, which undergoes
      rigorous SEC review at considerable expense to the
      nominating person(s). Then you have to get your cards into
      the hands of the shareholders, which entails a
      mailing through the tabulator (more $$$ spent) and
      convince them to vote for you (more $ to solicitors,

      Unless the big institutional investors
      vote to withhold votes and are willing to publicize
      their votes the current board will not receive signals
      of displeasure from shareholders.

    • Better to propose a candidate for director, even
      if it has to be a "write in" vote. If enough
      sharegolders could vote for a credible candidate, that person
      could make his/her views known and might get some
      attention from Doc e. al. If we could get an e-mail
      campaign going, it might work. Or at least wake up some of
      the existing board.

    • Has anyone heard of any new news out of NM were
      the riot happened? Just wanted to know if they have
      slowed the movement of inmates entering the facility.
      The Feds were suppose to fill it up. Does anyone know
      when the next PZN facility is going to open and where?

    • the vote no campaign was cleo's idea. I responded
      that I would prefer to see a shareholder vote on
      continuing the REIT status. Unstated, but implied, is that
      the proposal would be put out for vote by PZN. I'd
      even be happy if mgmt polled it's major shareholders
      about it (maybe they have). Or perhaps a real
      investment bank could give them better advice than they've
      had in the past.

      Anyway, I appreciate you
      knowledgable posts. They add a lot of class to this board.

    • New MK--I agree with your sentiment, but . . .
      It's hard to use a vote no campaign to signal
      displeasure with the direction of the company. The NYSE does
      not consider a vote no campaign to be a "contested"
      matter; for uncontested matters, brokers and other
      financial intermediaries are permitted to vote shares on
      behalf of the beneficial owner (the person who is the
      ultimate owner holding in the name of the broker or
      institution). The wrinkle is, the brokers can use their
      discretionary authority only to vote in favor of management.
      Accordingly, the number of no votes in a vote no campaign
      tends to be small even if large and influential
      shareholders (like CalPERS which withholds votes pretty
      regularly) due to this broker vote distortion.

      Generally, a company does not wake up to shareholder
      discontent until there is a full-bore proxy contest. That's
      pretty hard here because PZN has a number of defenses in
      place (defenses CCA did not have, BTW)--a classified
      board, a majority vote required to call a special
      meeting, no shareholder ability to amend the bylaws, and
      two-thirds vote required for a charter amendment. Also, no
      single person can own more than 9.8% pf a REIT's shares
      or REIT status is imperiled.

    • maybe this is the point that I missed.Because I
      am a german citizen I am not familiar with US tax
      laws.In the case you mentioned the picture would be
      different.Anyway I think it would be good for PZN to pay out as
      little as possible in the current situation.

    • I believe the stock would gain five quick points, at least. Look at the large holders. See any REIT funds? Dreman?

    • 1,599,769 + 1 (for the unrealistic scenario where
      Doc gets no votes but his own 'direct' shares). Take
      it as a given that he can count on 5M plus

      not that I wouldn't like to see it, but the numbers
      just aren't out there among individual

      The institutional blocks are effectively controlled
      by a small group(marty zweig, dave dreman, ab & dave
      nicholas, rod pierson, and (unknown) at Pacific Life. None
      of these guys are the type to rock a leaky rowboat.
      It is true than any one of these 800-pound gorillas
      could start something, but I'm conviced they have all
      learned the 'be careful what you wish for - you might get
      it' lesson long since.

    • "Net income 1Q : - 0,23 $/sh"

      I think the
      taxable income for the first quarter will be much higher
      than that. Wrting off a deferred tax asset to the
      extent it is federal income tax will not reduce taxable
      income. It only reduces book income. I think the same
      would be true for any state income taxes also.

    • was really insightful. Excellent work!

      you are correct, wouldn't it follow that giving up
      REIT status and undoing the complicated structure
      wouldn't cause S/H turnover (if they're not holding for
      dividends anyway)? I know your bias on this issue, but do
      you think the market would hammer the stock?

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