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CXW > SEC Filings for CXW > Form 8-K on 9-Apr-2013All Recent SEC Filings

Show all filings for CORRECTIONS CORP OF AMERICA | Request a Trial to NEW EDGAR Online Pro



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On April 8, 2013, the Board of Directors of Corrections Corporation of America, a Maryland corporation (the "Company") declared a Special Dividend (the "Special Dividend") of $675 million, or approximately $6.63 per share of common stock based on the number of shares currently outstanding, in connection with the Company's previously announced plan to qualify as a real estate investment trust for federal income tax purposes effective as of January 1, 2013. The Special Dividend will be paid in satisfaction of requirements that the Company distribute its previously undistributed accumulated earnings and profits attributable to tax periods ending prior to January 1, 2013. The Company expects to pay the Special Dividend on May 20, 2013 to stockholders of record as of April 19, 2013.

Stockholders will have the option to elect to receive the Special Dividend in cash or shares of common stock or a combination of cash and shares of common stock, with the total amount of cash payable to stockholders limited to a maximum of 20% of the total value of the Special Dividend, or $135 million. If the total amount of cash elected by stockholders exceeds 20% of the total value of the Special Dividend, the available cash will be prorated among those stockholders who elect to receive cash, and the remaining portion of the Special Dividend will be paid in shares of the Company's common stock. If the Company's common stock is elected, cash will be paid in lieu of fractional shares so that stockholders will receive whole numbers of shares of common stock. Stockholders who do not make a timely election will be deemed to have made an election to receive payment of the Special Dividend in shares of the Company's common stock. The total number of shares of the Company's common stock to be distributed pursuant to the Special Dividend will be determined based on stockholder elections and the average closing price per share of the Company's common stock on the New York Stock Exchange for the three trading days after May 9, 2013, the date that election forms are due.

A copy of the Company's press release announcing the Special Dividend is attached hereto as Exhibit 99.1and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 - Press Release, dated April 8, 2013.

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