SC 13D 1 corrcorp.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.___ )* Correction Corp. of America (Name of Issuer) Ser. A. Pfd. (Title of Class of Securities) 22025Y409 (CUSIP Number) Vicki Z. Holleman c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) April 24, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remained of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 22025Y409 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 13,460 Shares of Ser. A Pfd. stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 12,114 Shares of Ser. A Pfd. stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,460 Shares of Ser. A Pfd. stock PERSON WITH 10 SHARED DISPOSITIVE POWER 12,114 Shares of Ser. A Pfd. stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,574 Shares of Ser. A Pfd. stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.59% 14 TYPE OF REPORTING PERSON* PN, BD, IA SCHEDULE 13D CUSIP NO. 22025Y409 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 226,128 Shares of Ser. A Pfd. stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 226,128 Shares of Ser. A Pfd. stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 226,128 Shares of Ser. A Pfd. stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.26% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 22025Y409 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 17,498 Shares of Ser. A Pfd. stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 17,498 Shares of Ser. A Pfd. stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,498 Shares of Ser. A Pfd. stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.41% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. ------ ------------------- This statement refers to the Series A Preferred Stock of Corrections Corp. of America, 10 Burton Hills Boulevard, Nashville, TN., 37215. Item 2. Identity and Background. ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Edward E. Matthews, Norman N. Mintz and Peter A. Tcherepnine are also directors. Mr. Matthews' address is 70 Pine Street, New York, New York 10270. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. The business address of all individuals other than Mr. Matthews is 61 Broadway, New York, New York, 10006. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. ------ ------------------------------------------------ Shares of Series A Preferred Stock were acquired by LAF, LPC and LOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. ------ ---------------------- LAF, LPC and LOF have acquired shares of Series A Preferred Stock for investment purposes. LAF, LPC and LOF reserve the right to sell shares of Series A Preferred Stock or to acquire additional shares in open market transactions or otherwise. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Series A Preferred Stock as of May 1, 2003. Shares of Series A Preferred Stock Loeb Arbitrage Fund 226,128 Loeb Partners Corporation* 25,574 Loeb Offshore Fund 17,498 -------- 269,200 The total shares of Series A Pfd. Stock constitute 6.26% the 4,300,000 outstanding shares of Series A Preferred Stock as reported by the issuer. ------------------------- *Including 12,114 shares of Series A Preferred Stock purchased for the accounts of two customers of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Series A Preferred Stock have been made in the last sixty (60) days by the following: Purchases of Ser. A Preferred Stock Holder Date Shares Average Price Loeb Partners Corp.* 04-02-03 1561 $24.53 04-03-03 1845 24.62 04-04-03 405 24.52 04-08-03 1458 24.74 04-09-03 144 24.71 04-10-03 801 24.70 04-14-03 112 24.77 04-14-03 684 24.76 04-15-03 1805 24.72 04-16-03 608 24.76 04-17-03 523 24.80 04-22-03 665 24.93 04-22-03 86 24.87 04-23-03 475 24.97 04-24-03 1113 24.95 04-24-03 1500 24.94 04-25-03 405 24.95 04-25-03 153 24.89 04-25-03 390 24.94 04-28-03 1767 24.90 04-29-03 333 24.86 04-30-03 637 24.87 05-01-03 1718 24.96 Holder Shares Average Price Loeb Arbitrage Fund 04-02-03 20755 $24.52 04-03-03 17425 24.62 04-04-03 3825 24.52 04-08-03 13770 24.74 04-09-03 1360 24.70 04-10-03 7565 24.70 04-14-03 340 24.72 04-14-03 6720 24.76 04-15-03 15960 24.72 04-16-03 5376 24.759 04-17-03 4619 24.796 04-22-03 5880 24.929 04-22-03 755 24.870 04-23-03 4200 24.970 04-24-03 5040 25.020 04-24-03 18059 24.920 04-25-03 4200 24.960 04-25-03 3024 24.920 04-25-03 1179 24.870 04-28-03 15624 24.897 04-29-03 2939 24.860 04-30-03 5627 24.867 05-01-03 7586 24.961 Holder Shares Average Price Loeb Offshore Fund 04-02-03 2184 $24.53 04-03-03 1230 24.62 04-04-03 270 24.52 04-08-03 972 24.74 04-09-03 96 24.71 04-10-03 534 24.70 04-14-03 24 24.77 04-14-03 520 24.76 04-15-03 1235 24.72 04-16-03 416 24.76 04-17-03 358 24.80 04-22-03 455 24.93 04-22-03 59 24.87 04-23-03 325 24.97 04-24-03 1398 24.95 04-23-03 390 24.94 04-25-03 234 24.95 04-25-03 90 24.89 04-25-03 325 24.94 04-28-03 1209 24.90 04-29-03 228 24.86 04-30-03 436 24.87 05-01-03 1396 24.96 -------------------- *Including 12,114 shares of Series A Preferred Stock purchased for the accounts of two customers of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected on the NYSE. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 2, 2003 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President May 2, 2003 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc. By: /s/ Gideon J. King President May 2, 2003 Loeb Offshore Fund By: /s/ Gideon J. King Director