CCA Prison Realty Trust, Inc.
Ticker:PZN 2200 Abbott Martin Road, Suite 201
Exchange:New York Stock Exchange Nashville, TN 37215
Industry:Financial (SIC Code 6798) (615) 460-7452

Offering Information
Type of Shares:Common Shares Filing Date:4/24/97
U.S. Shares:18,500,000 Offer Date:7/15/97
Non-U.S. Shares:0 Filing Range:$19.00 - $21.00
Primary Shares:18,500,000 Offer Price:$21.00
Secondary Shares:0 Gross Spread:$1.37
Offering Amount: $370,000,000 Selling:$0.82
Expenses: - Reallowance:$0.10
Shares Out After:17,301,000
Spin out parent firm: Corrections Corp. of America

Primary Underwriting Group
ManagerTierPhone
J.C. Bradford & Co.Lead Manager (615) 748-9347
Legg Mason Wood Walker, Inc.Co-manager (410) 539-4038
Lehman Brothers IncorporatedCo-manager (212) 526-8100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Stokes & Bartholomew, P.A.
Bank's Law Firm: Bass, Berry, & Sims
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$292.51Assets:$468.89
Net Income:$30.88Curr Assets:
EPS:$0.36Liabilities:$187.14
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$24.39Equity:$281.75
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a real estate investment trust (REIT). The company buys correctional and detention facilities from private prison managers and government entities. The principal business strategy of the company will be to acquire correctional and detention facilitates that meet the company's investment criteria, from both private prison managers and government entities, to expand its existing facilities, and to lease all such facilities under long-term leases. The company initially will acquire the nine Initial Facilities currently owned and operated by CCA. CCA is the largest developer and manager of privatized correctional and detention facilities worldwide. The company will also have an option to acquire any or all of the five Option Facilities currently owned and operated or under construction or development by CCA for a period of three years following the closing of the purchase of the Initial Facilities.

Use of Proceeds
The proceeds from the proposed offering will be used for the purchase of nine correctional and detention facilities from Corrections Corp. of America and for working capital and general corporate purposes.

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