Corrections Corporation of America Stockholders Elect New Board of Directors and Approve Reverse Stock Split.Business Editors NASHVILLE, Tenn.--(BUSINESS WIRE)--Dec. 14, 2000 Corrections Corporation of America Corrections Corporation of America (NYSE: CXW) (CCA) is a company that manages public prisons and other facilities[1], and has concessions for many others. The company had annual revenues in 2004 of $1.15 billion USD. (formerly Prison Realty Trust, Inc.) (NYSE NYSE See: New York Stock Exchange : CXW) announced today that at its 2000 Annual Stockholders Meeting held on Wednesday, December 13, 2000, its stockholders elected a new nine-member board of directors of the Company and approved a reverse stock split of the Company's common stock at a ratio of not less than one-for-ten and not to exceed one-for-twenty. In addition, the Company's stockholders approved certain amendments to the Company's existing employee stock incentive plan and adopted a new comprehensive equity incentive plan, and ratified the board of directors' selection of Arthur Andersen For the U.S. Supreme Court case commonly known as Arthur Andersen, see . Arthur Andersen LLP, based in Chicago, was once one of the "Big Five" accounting firms (the other four are PricewaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young and KPMG), performing , LLP LLP - Lower Layer Protocol as the Company's independent auditors for the 2000 fiscal year. The following nine individuals were elected as directors at the Annual Meeting, for a term ending at the next annual meeting of the Company's stockholders: William F. Andrews William F. Andrews (born January, 1946) in Allentown, Pennsylvania. Andrews previously served as a Representative in the House of Representatives of the U.S. state of Florida. It should also be noted that he currently lives in Delray Beach, Florida with his family. ; John D. Ferguson; Jean-Pierre Cuny; Joseph V. Russell; Lucius E. Burch, III; John D. Correnti; C. Michael Jacobi; John R. Prann, Jr.; and Henri L. Wedell. "The election of the new Board of Directors is another step in the restructuring of the Company and its management," said William F. Andrews, chairman of the Board of Directors of the Company. "We believe that the new Board, which is comprised of six independent directors, is more representative of a New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. company with national operations. "Approval of the reverse stock split is also an important step for the Company as we attempt to restructure our capital structure and maintain our listing on the New York Stock Exchange. We will consider the exact timing and magnitude of the reverse stock split once the final conversion period for the Company's Series B Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. is completed later this month and the Company is able to assess certain other dilution events, including dilution resulting from the issuance of shares of its common stock in connection with the Company's stockholder litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. settlement," added Andrews. "While we have not determined the exact timing of the reverse split, it is expected that the reverse split will be effected during the Spring of 2001, but in no event later than the Company's 2001 Annual Meeting of Stockholders which is currently scheduled for late May, 2000." About the Company The Company is the nation's largest provider of detention and corrections services to governmental agencies. The Company is the industry leader in private sector corrections with approximately 61,000 beds in 68 facilities under contract for management in the United States and Puerto Rico. The Company's full range of services includes design, construction, ownership, renovation and management of new or existing jails and prisons, as well as long distance inmate transportation services. Forward-Looking Statements This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Factors that could cause operating and financial results to differ are described in the Company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , as well as in other documents filed with the Securities and Exchange Commission, and these factors include, but are not limited to, the growth of the private corrections and detention industry, the Company's ability to obtain and maintain facility management contracts and general market conditions. The Company does not undertake any obligation to publicly release the result of any revisions to forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. |
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