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Corrections Corporation of America Message Board

  • Ray_Dander Ray_Dander Aug 8, 2000 2:32 PM Flag

    I've examined the proxy. My 21,000...

    shares will vote "NO" with even more gusto than
    planned. In my opinion, this is a sweetheart deal for
    Baron and Sodexho (the latter of whom hasn't even yet
    agreed to its terms!). Note that the proposal for the
    charter amendments, which I believe must pass in order
    for the merger proposal to pass, REQUIRES "[t]he
    affirmative vote of two-thirds of the holders of Prison
    Realty's common stock" (proxy, p. 95). That's a lot of
    votes, folks. Also, note that CCA's system-wide
    occupancy at July 24, 2000 was only 73% (proxy, p. 27),
    while PMSI and JJFMSI had occupancy levels of 94%. If
    the real problem is low occupancy at CCA, it's hard
    for me to fathom that the proposals contained in the
    proxy are the solution. And if conditions at CCA are
    that desperate, why is our Board willing to pay Baron
    and Sodexho so lavishly for their CCA shares?

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    • A "no" is a "no" is a "no"...
      Voting "no"
      because you don't understand and therefore believe
      someone will vote "yes" to cancel out your "no" is
      moronic. If you don't understand, simply don't

      Rest assured, the timing of the
      expiration of the
      bank waivers
      isn't accidental. If this deal
      doesn't go through, they will put this co into BK.

      My aliases? See, the AFL/CIO's gangster cash really
      does pay off. Wait till they have you shooting
      Greyhound buses. Like I said,
      do us all a favor and
      insulting us with your idiocy
      different kinds of "no"

    • You make some very strong points. I appreciate
      your thoughtful and intelligent response.

      agree that the institutions do not look too bright for
      investing in PZN. I also agree that it would be desirable
      for them to communicate with the rest of us. I am not
      sure that I would blame PL for the $20 million payment
      to Blackstone, because I am not sure we would be
      better off with the Blackstone deal.

      Despite the
      clear limitations in institutional intelligence here, I
      still think they are in a better position than we are,
      to analyze this deal and any possible alternatives.
      If they do not look at this carefully and just
      dumbly go along, then the deal is as good as passed and
      our votes are irrelevant anyway.

    • My, my -- "Clinton/Whore spin"! We're getting a
      little carried away, aren't we now!

      Vote with you
      or go bankrupt. Let's see now... where did we hear
      that before? Oh yea. Your Blackstone deal.

      you have been reading this board since January (under
      any of your aliases), then you know I strongly
      supported the Pacific Life deal. How do you reconcile that
      with your "union scum" babble?

    • I haven't made up my mind yet and won't until
      after the 2nd quarter results are disclosed. Your vote
      "no" recommendation may be the right one but three
      things bother me.

      1. Most institutions have lost
      far more than myself per share and apparantly haven't
      been smart enough to leave before stk dropped below

      2. Institutions don't seem to care enough to make
      any statement. If they truely felt like they wanted
      their vote to count I would expect them to ask other
      shareholders to join them. I believe they will do nothing and
      vote with the PZN recommendation. They could have
      backed PL on some sort of deal but did nothing. The next
      bad news may be a mass exit from the stk by the
      institutions. That could really get ugly.

      3. PL
      apparently didn't care enough to ensure things were done
      right. They could have attempted to modify their
      position or exert more influence instead of just dropping
      the arrangement.

      If things fall apart PL will
      definitly be a key reason for it. They stopped a deal, that
      looked very bad at the time, but wouldn't look to bad
      right now. And due to PL action, if cost PZN over $20M
      in payments to Blackstone.

      I guess the above
      would justify your postion of voting "no" but not
      because the institutions are so bright. I guess the fact
      that they haven't left in droves could mean they still
      see some light at the end of the tunnel. The
      institutions haven't looked to bright so far and I guess only
      time will tell, because apparantly they are not going
      to share their thoughts with us.

    • you say "do us a favor: put a gun in your mouth
      and make America a better place."

      As a
      lifetime Georgia resident, you make me ashamed. I only
      hope you were(are) and out-of-state student.

      voted "NO", now call me a fool too. There is an
      admonition in the bible about call another a fool, but you
      probably have never read the bible and couldn't care

      Also you said "if this merger doesn't go through, this
      company is going into bankruptcy and the common
      shareholders are going to get wiped out. You can take that to
      the bank."

      Just because you said it doesn't
      make it so.


    • You can babble on about this
      kind of "no"
      vote compared to that kind of "no" vote, but a "no"
      vote is still a "no" vote, no matter
      what kind of
      Clinton/Whore spin you put on it. Let's be very clear
      this, if this merger doesn't go through, this company
      is going
      into bankruptcy and the common
      shareholders are going to get wiped out. You can take that to

      <<Your assertion that
      posters urging a no vote are "union scum trying to drive
      this co. out of business" should be recognized by all
      on this board for the stupid nonsense that it is.
      You are probably an insider.>>

      Right...and you are a fool. Let me reiterate, you are either
      a union shill or you are too stupid to read some of
      the earlier posts put on this board by those who
      clearly have an axe to grind. I'm an insider?
      on, all that looted pension money can do better than
      Maybe John Sweeney should send you back to
      propaganda school. Please,
      do us a favor: put a gun in
      your mouth and make America a better place.

    • You say, "a "no" could be construed as a betrayal
      of my fellow shareholders".

      How so? For that
      to be true, you would have to be confident that a no
      vote is worse for common shareholders than a yes vote.
      How can you be sure of this? I do not like PZN
      management, but I would vote yes in an instant if I were
      certain that a yes vote would be better than a no vote
      for common shareholders. However, the only argument
      for a yes vote is that PZN will otherwise go
      bankrupt, because PZN's creditors demand that this deal be

      PZN management expresses this argument, but as you
      have observed, it would be foolish to take the word of
      PZN management. I am not in a position to meet with
      representatives of Lehman to review alternatives. David Dreman
      is. Why not just admit that you really do not know if
      this deal is the best alternative available to common
      PZN shareholders and let Dreman and the other
      institutional investors control the proxy?

      If all retail-owned shares were magically dissolved,
      so that only existing insider and institutional
      ownership remained, then the institutional ownership would
      be a majority. As such, it would have complete
      control of PZN. Do you honestly believe that in this
      hypothetical situation that the current deal (and current
      "new" management team) would be the only alternative on
      the table? The fact is that we retail investors are
      assumed by both insiders and institutions to be naive and
      malleable, such that insiders can count on getting most of
      our votes, no matter how transparent their larceny
      may be. This ties the hands of the institutions and
      keeps the insiders in control.

      A no vote is more
      than a protest. It is a vote to transfer control from
      the insiders to the institutions.

      The reason
      that I would have voted for the Pacific Life deal is
      that it came from the institutional side. The current
      deal does not. Retail investors should do all that
      they can to shift power to the institutions, because
      only they can even attempt to control the greed of the

    • My reluctance to vote "yes" stems not from the
      input of other posters, be they union lackeys or not,
      but from what I've inferred from the proxy or,
      perhaps more accurately, from what I perceive as a Board
      that is clintonian to the core, self serving to the
      point of saying whatever to achieve whatever. If the
      Board advises a "yes" my senses tell me "no" [note at
      the bottom of page 119 how boldly the Board's
      recommendation stands out. That's called a "hook"; no need to
      tell you who the fish are].

      Were I the only one
      in this rain barrel I'd vote "no" in an instant,
      but, as I'm not alone, that would only serve to
      assuage my own chagrin. For me this is truly a "Catch
      22": to vote "yes" is to defy my principles, whereas a
      "no" could be construed as a betrayal of my fellow

      Aristotle said, "Every institution has within itself the
      seed of its own destruction". I suspect that were the
      old boy alive today he'd liken PZN's roster of
      officers to a Burpee's catalogue.


    • You need to be able to distinguish between voting
      no in order to defeat the proposal, versus voting no
      in order to offset the yes vote that we know
      insiders will make, thus allowing institutions to control
      the outcome.

      Regarding understanding the
      proxy, the issue is a relative, not absolute, one. If
      you say you understand the proxy entirely, including
      all the alternatives that may exist but are not
      mentioned in the proxy, and including the behavior that the
      "new" management will exhibit in the future, they you
      are naive. My point is that the institutional
      investors will have the time and expertise to understand
      the proxy better than retail investors. That point
      should be obvious.

      Your assertion that posters
      urging a no vote are "union scum trying to drive this
      co. out of business" should be recognized by all on
      this board for the stupid nonsense that it is. You are
      probably an insider. You insiders told us in January that
      we had to vote yes on the Blackstone rape or PZN
      would go into chapter 11. Now you tell us that we must
      vote yes on this deal or PZN will go into chapter 11.
      I agree that there is a good chance that PZN will
      go into chapter 11, no matter what we do, because of
      insiders and stupid retail investors, one of which you
      must be yourself.

    • I agree with you that PZN insiders (a group that
      includes Sodehxo and Barron) do generally lose money on
      their common stock holdings. Plus, the payout of $20-30
      million is in the form of common stock. Nevertheless, I
      strongly disagree with your statement, "PZN insiders are
      shareholders--they are getting the same deal that we are". NO WAY.
      They only get the same deal on their common shares.
      The fact that they are giving themselves more common
      shares and warrants in trade for their equity in the
      bankrupt CCA (and excluding warden investors in CCA, which
      shows that ONLY insiders are being given the extortion
      money), is a deal that we common investors do not

      CCA is bankrupt. PZN should not be paying anything
      for it.

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