1
                                             As filed pursuant to Rule 424(b)(4)
                                                      Registration No. 333-46681

PROSPECTUS
                                6,200,000 SHARES
 
CP TRUST LOGO
                         CORRECTIONAL PROPERTIES TRUST
                      COMMON SHARES OF BENEFICIAL INTEREST
 
                             ---------------------
 
    Correctional Properties Trust (together with its subsidiaries, the
"Company") was formed in February 1998 as a Maryland real estate investment
trust to capitalize on the growing trend toward privatization in the corrections
industry by acquiring correctional and detention facilities from both private
prison operators and governmental entities. The Company will use approximately
$113.0 million of the net proceeds of the offering (the "Offering") of the
Company's common shares of beneficial interest, $.001 par value per share (the
"Common Shares"), offered hereby to acquire eight correctional and detention
facilities (collectively, the "Initial Facilities") currently operated by
Wackenhut Corrections Corporation (together with its subsidiaries, "Wackenhut
Corrections"). The Company will also be granted the option to acquire three
additional correctional and detention facilities (the "Option Facilities")
currently under development by Wackenhut Corrections and the right to acquire
additional correctional or detention facilities which Wackenhut Corrections
acquires or has the right to acquire in the future. The Company will lease the
Initial Facilities to Wackenhut Corrections and Wackenhut Corrections will
continue to operate such facilities.
    All of the Common Shares offered hereby are being sold by the Company. The
Company intends to pay regular quarterly distributions, beginning with a pro
rata distribution for the quarter ending June 30, 1998. See "Distributions." The
Company's Amended and Restated Declaration of Trust will provide that no
shareholder or group of affiliated shareholders may actually or constructively
own more than 9.8% of the outstanding Common Shares, subject to certain
exceptions. See "Description of Shares of Beneficial Interest -- Restrictions on
Ownership."
    Prior to the Offering, there has not been a public market for the Common
Shares. See "Underwriting" for information relating to the factors considered in
determining the initial public offering price. The Common Shares have been
approved for listing on the New York Stock Exchange (the "NYSE") under the
symbol "CPV," subject to official notice of issuance.
 
     SEE "RISK FACTORS" BEGINNING ON PAGE 18 FOR MATERIAL RISK FACTORS RELEVANT
TO AN INVESTMENT IN THE COMMON SHARES, INCLUDING:
 
    - Dependence of the Company on rent payments from Wackenhut Corrections for
     all of its initial income and the fact that the Company may be unable to
     make its estimated distributions if Wackenhut Corrections fails to make
     such rent payments;
    - Conflicts of interest between the Company and Wackenhut Corrections,
     including the fact that the purchase and lease of the Initial Facilities
     and the Option Facilities was not negotiated on an arm's-length basis and
     may not reflect their market value and the fact that certain trustees of
     the Company are and will continue to be officers and directors of Wackenhut
     Corrections following consummation of the Offering, all of which could lead
     to decisions that do not reflect the best interests of the Company and its
     shareholders;
    - The Company's lack of control over the operations of any of the facilities
     owned by it due to tax restrictions that prevent real estate investment
     trusts ("REITs") from operating such facilities;
    - Ownership of the Company's facilities is subject to risks inherent in the
     privatized corrections industry generally, including limited contract
     duration, reliance upon government appropriations for payment under awarded
     contracts, government regulation, possible fluctuations in occupancy
     levels, limited acceptance of private prison operation, community
     opposition to facility location and potential legal proceedings, all of
     which could adversely affect the ability of Wackenhut Corrections and other
     tenants to make required rent payments;
    - The lack of operating history of the Company and certain of the Initial
     Facilities (only three of which have an operating history of more than one
     year) and management's lack of experience in operating a REIT;
    - Reliance by the Company on indebtedness and additional equity for future
     growth, including the risks normally associated with debt financing, the
     lack of restriction on the incurrence of indebtedness and the risk that
     sufficient sources of financing will not be available to fund acquisitions;
    - The right of governmental entities to assume certain subleases and occupy
     certain of the Company's facilities at rental rates that may be less than
     the rental rates payable under the leases as well as the right of
     governmental entities to purchase certain of the Company's facilities at a
     purchase price that may be less than their fair market values; and
    - The taxation of the Company as a regular corporation if it fails to
     qualify as a REIT.
                             ---------------------
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

                                                                                             
==============================================================================================================================
                                                            PRICE TO                                        PROCEEDS TO
                                                             PUBLIC                UNDERWRITING              COMPANY(2)
                                                                                  DISCOUNTS AND
                                                                                 COMMISSIONS (1)
- ------------------------------------------------------------------------------------------------------------------------------
Per Share                                                    $20.00                   $1.25                    $18.75
- ------------------------------------------------------------------------------------------------------------------------------
Total(3)                                                  $124,000,000              $7,750,000              $116,250,000
==============================================================================================================================

(1) The Company and Wackenhut Corrections have agreed to indemnify the
    Underwriters against certain liabilities, including liabilities under the
    Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses estimated at $2,430,000, which are payable by the
    Company.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
    930,000 additional Common Shares on the same terms and conditions as set
    forth above, solely for the purpose of covering over-allotments, if any. See
    "Underwriting." If such option is exercised in full, the total Price to
    Public, Underwriting Discounts and Commissions, and Proceeds to Company will
    be $142,600,000, $8,912,500 and $133,687,500, respectively.
 
                             -------------------------
 
    The Common Shares are being offered by the several Underwriters named
herein, subject to prior sale, when, as and if accepted by them, and subject to
certain conditions. It is expected that certificates for the Common Shares
offered hereby will be available for delivery on or about April 28, 1998 at the
offices of Smith Barney Inc., 333 West 34th Street, New York, New York 10001.
                             ---------------------
 
SALOMON SMITH BARNEY
             PRUDENTIAL SECURITIES INCORPORATED
                          SBC WARBURG DILLON READ INC.
                                      GENESIS MERCHANT GROUP
                                                SECURITIES
                                               SUNTRUST EQUITABLE SECURITIES
April 22, 1998
   2
 
                                   [COVER 2]
 
             [PHOTO OF CORRECTIONS OFFICER AT THE BROWARD FACILITY]
   [PHOTO OF CORRECTIONS OFFICER AT A SECURITY CHECKPOINT IN THE GOLDEN STATE
                                   COMMUNITY
                            CORRECTIONAL FACILITY.]
 
                      [CORRECTIONAL PROPERTIES TRUST LOGO]
 
                  [PHOTO OF CORRECTIONS OFFICER INSPECTING THE
                     PERIMETER OF THE DESERT VIEW COMMUNITY
                            CORRECTIONAL FACILITY.]
                      [PHOTO OF A CLASSROOM IN ONE OF THE
 
                            CALIFORNIA FACILITIES.]
 
     CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES,
INCLUDING OVER-ALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
   3
 
                                   [GATEFOLD]
 
                         CORRECTIONAL PROPERTIES TRUST
[MAP OF THE UNITED STATES SHOWING THE LOCATION OF THE FACILITIES TO BE ACQUIRED
            BY THE COMPANY PURSUANT TO THE FORMATION TRANSACTIONS.]
 
INITIAL FACILITIES
 
 1 -- Queens Private Correctional Facility
      (New York, NY)
 2 -- Broward County Work Release Center
      (Broward County, FL)
 3 -- Aurora INS Processing Center (Aurora, CO)
 4 -- Karnes County Correctional Center
      (Karnes, TX)
 5 -- McFarland Community Correctional Facility
      (McFarland, CA)
 6 -- Central Valley Community Correctional
      Facility (McFarland, CA)
 7 -- Golden State Community Correctional
      Facility (McFarland, CA)
 8 -- Desert View Community Correctional
      Facility (Adelanto, CA)
OPTION FACILITIES
 
 9 -- Michigan Youth Correctional Facility
      (Baldwin, MI)
10 -- Lawton Correctional Facility (Lawton, OK)
11 -- Jena Juvenile Justice Center (Jena, LA)
 
                   [PHOTO OF CENTRAL VALLEY FACILITY SIGNAGE]
 
                    [PHOTO OF EXTERIOR OF BROWARD FACILITY]
 
                  [PHOTO OF EXTERIOR OF DESERT VIEW FACILITY]
                   [PHOTO OF EXTERIOR OF MCFARLAND FACILITY]
 
                  [PHOTO OF EXTERIOR OF GOLDEN STATE FACILITY]
 
                   [AERIAL PHOTO OF CENTRAL VALLEY FACILITY]
   4
 
                               TABLE OF CONTENTS

                                                    PAGE                                                    
                                                    ----                                                    
                                                                                                     
PROSPECTUS SUMMARY................................    1
  The Company.....................................    1
  Summary Risk Factors............................    2
  Business and Growth Strategies of the Company...    5
  The Facilities..................................    5
  The Initial Facilities..........................    6
  The Option Facilities...........................    8
  The Leases and Subleases........................    8
  Wackenhut Corrections Corporation...............    9
  The Formation Transactions......................   10
  Advantages and Disadvantages to Unaffiliated
   Shareholders...................................   11
  Benefits to Wackenhut Corrections and Certain
   Affiliates.....................................   12
  Structure of the Company........................   13
  The Offering....................................   14
  Distributions...................................   14
  Tax Considerations and Tax Status of the
    Company.......................................   15
  Summary Selected Financial Information..........   16
RISK FACTORS......................................   18
  The Dependence of the Company on Wackenhut
   Corrections as the Lessee of the Facilities for
   its Initial Revenues and Ability to Make
   Distributions..................................   18
  Conflicts of Interest...........................   19
    General.......................................   19
    No Arm's-Length Bargaining....................   19
    Potential for Future Conflicts................   20
    Benefits to Wackenhut Corrections.............   20
  Lack of Control Over Day-to-Day Operations of
   the Facilities.................................   21
  Privatized Corrections Industry Risks...........   21
    Limited Contract Duration.....................   21
    Limited Availability of Alternate Lessees.....   21
    Reliance Upon Government Appropriations for
     Payment Under Awarded Contracts..............   22
    Governmental Regulation: Oversight, Audits and
     Investigations...............................   22
    Possible Fluctuations in Occupancy Levels.....   22
    Limited Acceptance of Private Prison
      Operation...................................   22
    Community Opposition to Facility Location and
     Adverse Publicity............................   23
    Potential Legal Proceedings...................   23
  Lack of Operating History of the Company........   23
  Limited Operating History of the Facilities.....   23
  Debt Risks......................................   23
    Dependence on Debt............................   23
    Adverse Consequences of Debt and Risks of
     Leverage.....................................   24
  Risks Associated with Permitted Subleases.......   24
  Tax Risks.......................................   25
    Failure of Company to Qualify as a REIT.......   25
    Adverse Effects of REIT Minimum Distribution
     Requirements.................................   26
    Failure of the Operating Partnership to
      Qualify as a
     Partnership..................................   26
  Lack of Appraisals of the Facilities............   26
  No Assurance as to Valuation of the Company and
    the
   Common Shares..................................   27
  Risks Related to Distribution Policy............   27
  Dependence on Key Personnel.....................   27
  Potential Limitations on Alternative Acquisition
   Opportunities..................................   27
  Limitations on the Operational Flexibility of
    the
   Company........................................   28
  Potential Anti-Takeover Effect of Certain
   Provisions of Maryland Law and the Company's
   Declaration of Trust and Bylaws................   28
    Ownership Limit Necessary to Maintain REIT
     Qualification................................   28
    Super-Majority Vote of Trustees...............   29
    Preferred Shares..............................   29
    Staggered Board...............................   29
    Maryland Business Combination Law.............   29
    Maryland Control Share Acquisition Statute....   30
  No Prior Market for Common Shares...............   30
  Changes in Investment and Financing Policies
    Without
   Vote of Shareholders...........................   30
  Adverse Effect of Increase in Interest Rates on
    Price
   of Common Shares...............................   31
  Factors Affecting Market Price..................   31
  ERISA Risks.....................................   31
  Real Estate Investment Risks....................   31
    General.......................................   31
    Valuation and Liquidity Risks.................   31
    Acquisition and Expansion Risks...............   32
    Risks Associated with Partnership and Joint
      Venture
     Property Ownership Structures................   32
    Environmental Matters.........................   32
    Uninsured Losses..............................   32
THE COMPANY.......................................   34
  General.........................................   34
  Business and Growth Strategies..................   35
    Acquisition Opportunities.....................   35
    Expansion Opportunities.......................   36
    Rent Escalations..............................   36
  The Bank Credit Facility........................   37
  The Operating Partnership.......................   37
USE OF PROCEEDS...................................   38
DISTRIBUTIONS.....................................   39
CAPITALIZATION....................................   42
SUMMARY SELECTED FINANCIAL
 INFORMATION......................................   43
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS..............   45
  General.........................................   45
  Results of Operations...........................   45
  Pro Forma Results of Operations.................   45
  Liquidity and Capital Resources.................   45
  Funds from Operations...........................   46
  Inflation.......................................   47
THE PRIVATIZED CORRECTIONS INDUSTRY...............   48
WACKENHUT CORRECTIONS CORPORATION.................   50
  General.........................................   50
  Certain Selected Financial Information of
    Wackenhut
   Corrections....................................   51
  Management's Discussion and Analysis of
    Financial
   Condition and Results of Operations of
   Wackenhut Corrections..........................   53
  Results of Operations...........................   53
  Financial Condition.............................   55
  Year 2000.......................................   57
  Interest Rate Sensitivity.......................   57
  Inflation.......................................   57
  Incorporation of Certain Documents by
    Reference.....................................   57
THE FACILITIES....................................   58
  The Initial Facilities..........................   58
  Other Data on Significant Properties............   61
  The Option Facilities...........................   61
  Ownership of the Facilities.....................   63
  The Excluded Facilities.........................   63
  Legal Proceedings...............................   63
  Competition.....................................   64
  Government Regulation...........................   64
    Corrections Industry Regulations..............   64
    Environmental Matters.........................   64
    Americans with Disabilities Act...............   64
THE FORMATION TRANSACTIONS........................   65
  Advantages and Disadvantages to Unaffiliated
   Shareholders...................................   66
  Benefits to Wackenhut Corrections and Certain
   Affiliates.....................................   66

                                        i
   5

                                                    PAGE   
                                                    ----   
                                                                                            
RELATIONSHIP BETWEEN WACKENHUT CORRECTIONS AND THE
 COMPANY AFTER THE FORMATION TRANSACTIONS.........   68
POLICIES AND OBJECTIVES WITH RESPECT TO CERTAIN
 ACTIVITIES.......................................   70
  Investment Policies.............................   70
  Disposition Policies; Wackenhut Corrections'
    Right of
   First Refusal..................................   70
  Financing Policies..............................   71
  Working Capital Reserve Policies................   71
  Conflicts of Interest Policies..................   71
    Declaration of Trust and Bylaw Provisions.....   71
  Other Policies..................................   72
OPERATING PARTNERSHIP AGREEMENT...................   73
  Management......................................   73
  Transferability of Interests....................   73
  Capital Contribution............................   73
  Operations......................................   73
  Distributions and Allocations...................   74
  Term............................................   74
  Tax Matters.....................................   74
LEASES............................................   75
  Use of the Facilities...........................   75
  Amounts Payable Under the Leases; Net
    Provisions....................................   75
  Maintenance, Modification and Capital
    Additions.....................................   76
  Insurance.......................................   76
  Environmental Matters...........................   77
  Assignment and Subletting.......................   77
  Damage to, or Condemnation of, a Leased
    Property......................................   77
  Indemnification Generally.......................   78
  Events of Default...............................   78
SUBLEASES.........................................   80
  The Broward Facility Sublease...................   80
  The California Facilities Subleases.............   80
  The Michigan Facility Sublease..................   81
  The Jena Facility...............................   81
MANAGEMENT........................................   82
  Trustees and Executive Officers.................   82
  Committees of the Board of Trustees.............   84
    Company Independent Committee.................   84
    Audit Committee...............................   85
    Compensation Committee........................   85
    Executive Committee...........................   85
  Compensation of Trustees........................   85
  Indemnification.................................   85
  Executive Compensation..........................   86
  Incentive Compensation..........................   86
  Employee Incentive Plan.........................   86
    Awards Available for Issuance under the
      Employee
     Incentive Plan...............................   86
    Shares Subject to the Employee Incentive
      Plan........................................   87
    Certain Federal Income Tax Consequences.......   87
  Non-Employee Trustee Option Plan................   88
    Shares Subject to the Non-Employee Trustee
      Option
     Plan.........................................   88
    Transferability...............................   88
    Eligibility...................................   89
    Options.......................................   89
    Certain Federal Income Tax
     Consequences Related to Options..............   89
  Deferred Compensation Plan......................   89
CERTAIN RELATIONSHIPS AND TRANSACTIONS............   90
  Initial Facilities..............................   90
  Option Facilities...............................   90
  Leases..........................................   90
  Right to Purchase...............................   90
PRINCIPAL SHAREHOLDERS OF THE COMPANY.............   91
DESCRIPTION OF SHARES OF BENEFICIAL INTEREST......   92
  General.........................................   92
  Common Shares...................................   92
  Preferred Shares................................   93
  Power to Authorize and Issue Additional Common
   Shares and Preferred Shares....................   93
  Restrictions on Ownership.......................   93
CERTAIN PROVISIONS OF MARYLAND LAW AND OF THE
 COMPANY'S DECLARATION OF TRUST AND BYLAWS........   96
  Classification and Removal of Trustees..........   96
  Meetings of Shareholders........................   96
  Limitations on Shareholder Liability............   97
  Business Opportunities..........................   97
  Super-Majority Vote of Trustees.................   97
  Business Combinations...........................   97
  Control Share Acquisitions......................   98
  Interested Trustee Transactions.................   99
  Amendments to the Declaration of Trust and
    Bylaws........................................   99
  Dissolution of the Company......................   99
  Restrictions on Investment......................   99
  Limitations on Changes in Control...............   99
  Limitation of Liability and Indemnification of
    Trustees......................................  100
  Transfer Agent and Registrar....................  100
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS........  101
  Taxation of the Company as a REIT...............  101
    General.......................................  101
    Requirements for Qualification................  102
    Income Tests..................................  103
    Prepaid Rent..................................  107
    Other Issues..................................  107
    Asset Tests...................................  107
    Annual Distribution Requirements..............  108
  Failure to Qualify as a REIT....................  108
  Taxation of Taxable Domestic Shareholders.......  109
    Backup Withholding............................  110
  Taxation of Tax-Exempt Shareholders.............  110
  Taxation of Non-Domestic Shareholders...........  111
    Ordinary Dividends............................  111
    Return of Capital.............................  112
    Capital Gain Dividends........................  112
    Sales of Shares...............................  112
    Treaty Benefits...............................  113
  Tax Aspects of the Operating Partnership........  113
    Classification as a Partnership...............  113
  Income Taxation of the Operating Partnership and
    its
   Partners.......................................  115
    Operating Partnership Allocations.............  116
    Basis in Operating Partnership Interest.......  116
ERISA CONSIDERATIONS..............................  117
  Employee Benefit Plans, Tax-Qualified Retirement
   Plans and IRAs.................................  117
  Status of the Company Under ERISA...............  118
UNDERWRITING......................................  120
EXPERTS...........................................  121
LEGAL MATTERS.....................................  121
AVAILABLE INFORMATION.............................  122
GLOSSARY..........................................  123
INDEX TO FINANCIAL STATEMENTS.....................  F-1

                                       ii
   6
 
                              CAUTIONARY STATEMENT
 
     INFORMATION CONTAINED IN THIS PROSPECTUS CONTAINS "FORWARD-LOOKING
STATEMENTS" RELATING TO, WITHOUT LIMITATION, FUTURE ECONOMIC PERFORMANCE, PLANS
AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS AND PROJECTIONS OF REVENUE
AND OTHER FINANCIAL ITEMS, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "MAY," "WILL," "SHOULD," "EXPECT," "ANTICIPATE," "ESTIMATE"
OR "CONTINUE" OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREOF OR COMPARABLE
TERMINOLOGY. THE CAUTIONARY STATEMENTS SET FORTH UNDER THE CAPTION "RISK
FACTORS" AND ELSEWHERE IN THIS PROSPECTUS IDENTIFY IMPORTANT FACTORS WITH
RESPECT TO SUCH FORWARD-LOOKING STATEMENTS, INCLUDING CERTAIN RISKS AND
UNCERTAINTIES, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
IN SUCH FORWARD-LOOKING STATEMENTS.
 
                                       iii
   7
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, the information
contained in this Prospectus assumes (i) the consummation of the Formation
Transactions (as hereinafter defined) and (ii) the Underwriters' over-allotment
option is not exercised. Unless the context requires otherwise, (a) the term
"Company," as used herein, includes Correctional Properties Trust and its
wholly-owned subsidiaries, CPT Limited Partner Inc., a Delaware corporation
("CPT LP"), and CPT Operating Partnership L.P., a Delaware limited partnership
(the "Operating Partnership"), (b) the term "Operating Partnership," as used
herein, includes the Operating Partnership and each of its subsidiaries, and (c)
the term "Wackenhut Corrections," as used herein, includes Wackenhut Corrections
Corporation and each of its subsidiaries. See "Glossary" for the definitions of
certain terms used in this Prospectus. Investors should carefully consider the
information set forth under the heading "Risk Factors."
 
                                  THE COMPANY
 
     The Company was formed in February 1998 as a Maryland real estate
investment trust to capitalize on the growing trend toward privatization in the
corrections industry. The principal business strategy of the Company is to
acquire correctional and detention facilities from both private prison operators
and governmental entities and to lease such facilities to experienced
correctional and detention facility operators under long-term, non-cancelable,
triple-net leases (leases where the tenant is required to pay all operating
expenses, taxes, insurance, structural and non-structural repairs and other
costs). The Company intends to operate as a real estate investment trust (a
"REIT") and will be one of only two publicly-traded REITs which focus on the
acquisition and ownership of correctional and detention facilities.
 
     The Company will, in connection with the consummation of the offering of
common shares of beneficial interest, par value $.001 per share (the "Common
Shares") offered hereby (the "Offering"), enter into a series of agreements with
Wackenhut Corrections, a leading domestic and international developer and
operator of privatized correctional and detention facilities, which will provide
it access to acquisition opportunities in the industry. The Company will use
approximately $113.0 million of the net proceeds of the Offering to acquire
eight correctional and detention facilities currently operated by Wackenhut
Corrections (collectively, the "Initial Facilities") that have an aggregate
design capacity of 3,154 beds. The Company will also have the option to acquire
three additional correctional and detention facilities currently under
development by Wackenhut Corrections (collectively, the "Option Facilities")
that have an aggregate design capacity of 2,256 beds. In addition, the Company
will be granted the right to acquire each of the correctional or detention
facilities which Wackenhut Corrections acquires or has the right to acquire in
the future (the "Future Facilities," and together with the Initial Facilities
and the Option Facilities, the "Facilities"), subject to certain limited
exceptions where the sale or transfer of ownership of a facility is restricted
under the applicable facility operating agreement or governmentally-assisted
financing arrangements. See "The Facilities -- The Initial Facilities," "The
Facilities -- The Option Facilities" and "The Formation Transactions" for a
description of the terms of such arrangements. The Initial Facilities and Option
Facilities include all of the correctional and detention facilities which
Wackenhut Corrections presently owns or has the right to acquire, with the
exception of two facilities for which Wackenhut Corrections has previously
granted an option to purchase to the contracting governmental entity. See "The
Facilities -- The Excluded Facilities" and "The Formation Transactions."
 
     The Company will lease the Initial Facilities to Wackenhut Corrections
(which will continue to operate such Initial Facilities) pursuant to long-term,
non-cancelable, triple-net leases (the "Leases"). Each of the Leases will
provide for an initial term of 10 years and may generally be extended by
Wackenhut Corrections for three additional five-year terms at fair market rental
rates. The Leases provide for a base rent equal to 9.5% of the total purchase
price of each Initial Facility (the "Initial Facility Purchase Price") and
annual rent escalations equal to the annual increase in the Consumer Price
Index -- All Urban Consumers, as published
 
                                        1
   8
 
by the Bureau of Statistics of the United States Department of Labor (the
"CPI"), subject to a minimum annual increase of 3% during the first three years
and a maximum annual increase of 4% throughout the term of the Lease (the "Base
Rent Escalation"). Wackenhut Corrections will not, under its arrangements with
the Company, be restricted from leasing properties (domestic or foreign) from
parties other than the Company.
 
     Management believes that the privatized corrections industry has the
potential for substantial growth in the United States due to increases in the
inmate population, decreases in the availability of public funding for new
correctional and detention facilities and a growing acceptance of the trend
toward privatization in the corrections industry. Management believes that
recent statistics illustrate this trend. According to the United States Bureau
of Justice Statistics ("Bureau of Justice Statistics"), the inmate population in
federal, state and local facilities in the United States has grown from 501,886
in 1980 to 1,646,020 in 1996, representing an increase of approximately 228%. In
addition, according to the Bureau of Justice Statistics, as of December 31,
1996, state prison systems reported operating at approximately 16% to 24%
overcapacity and the federal corrections system reported operating at
approximately 25% overcapacity. The privatized corrections industry has
capitalized on these favorable supply/demand fundamentals, resulting in a
substantial increase in the number of privatized beds. According to the reports
on privatization from the Private Corrections Project Center for Studies in
Criminology and Law, University of Florida (the "Privatization Reports"), the
number of beds under management at adult correctional facilities which were
under private management (including those under construction) in the United
States increased in 1996 from 57,609 to 77,584, representing an increase of
approximately 35%. The Company believes that it is well-positioned to capitalize
on these favorable industry fundamentals due to (i) the corrections industry
knowledge, experience and contacts of the members of its Board of Trustees (the
"Board of Trustees") and management team, (ii) its relationship and contractual
arrangements with Wackenhut Corrections, and (iii) its access to capital as a
publicly-traded company. However, the Company's management does not have prior
experience in managing and operating REITs.
 
     The Company is managed by an experienced Board of Trustees and management
team, including Dr. George C. Zoley, Chairman of the Company and Vice Chairman
and Chief Executive Officer of Wackenhut Corrections, and Charles R. Jones,
President and Chief Executive Officer and a trustee of the Company. Dr. Zoley
and Mr. Jones have 16 and 12 years of experience, respectively, in the
privatized corrections industry. Although Dr. Zoley, Mr. Jones and Patrick T.
Hogan, Vice President and Chief Financial Officer of the Company, will manage
the Company's day-to-day operations and negotiate future acquisitions, any such
transactions with Wackenhut Corrections will be subject to approval by the
Independent Committee of the Company's Board of Trustees (the "Company
Independent Committee"). Dr. Zoley and Mr. Jones, as the only trustees of the
Company prior to the consummation of the Offering, coordinated the formation of
the Company with the cooperation of Wackenhut Corrections. See "Management --
Trustees and Executive Officers" for a biographical summary of Dr. Zoley and
Messrs. Jones and Hogan.
 
                              SUMMARY RISK FACTORS
 
     AN INVESTMENT IN THE COMMON SHARES INVOLVES VARIOUS RISKS AND INVESTORS
SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS." SUCH RISKS
INCLUDE, AMONG OTHERS, THE FOLLOWING:
 
     - Dependence upon rent payments from Wackenhut Corrections for all of the
       Company's initial income, including risks related to (i) the ability of
       Wackenhut Corrections to make rent payments that are sufficient to permit
       the Company to make the initial estimated distributions to its
       shareholders, (ii) the failure of Wackenhut Corrections to effectively
       operate and manage the Facilities or meet its obligations under operating
       agreements with governmental entities which could result in the
       cancelation or non-renewal of such agreements, (iii) the failure or delay
       in making rent payments in the event of the insolvency or bankruptcy of
       Wackenhut Corrections, (iv) the dependence of Wackenhut Corrections upon
       the continuation of operating agreements with governmental entities that
       are in some cases of limited duration and subject to termination based
       upon the failure of a governmental entity to appropriate the necessary
       funds and (v) the possibility that Wackenhut Corrections will not be
       successful in negotiating long-term operating agreements for the Aurora
       INS Processing Center, which
 
                                        2
   9
 
Wackenhut Corrections has been operating under successive short-term extensions
of an expired operating agreement, and the Karnes County Correctional Center,
which Wackenhut Corrections has been operating under an interim operating
      agreement;
 
     - Conflicts of interest between the Company and Wackenhut Corrections,
       including (i) the lack of arm's-length negotiations relating to the
       purchase of the Initial Facilities and, if acquired, the Option
       Facilities and the Future Facilities, including the risk that the
       purchase prices paid therefor may exceed the fair market value of such
       facilities, (ii) the lack of arm's-length negotiations relating to the
       Leases, (iii) the possible failure by the Company to enforce the terms
       and conditions of the Leases against Wackenhut Corrections, even when
       such enforcement would be in the best interests of the Company and its
       shareholders and (iv) the benefits to be received by Wackenhut
       Corrections and its affiliates and certain of their respective directors
       and officers in connection with the Formation Transactions, including,
       among other things, (a) the receipt by Wackenhut Corrections of
       approximately $42.3 million in connection with the purchase of the
       Initial Facilities and the receipt by Wackenhut Corrections of
       approximately $5.2 million if the Company elects to exercise its option
       to purchase the Option Facilities, (b) the repayment of approximately
       $54.4 million in indebtedness incurred under an operating lease facility
       guaranteed in part by Wackenhut Corrections (the "Wackenhut Lease
       Facility") in connection with the purchase of the Initial Facilities and
       (c) the receipt by Dr. Zoley, George Wackenhut, Richard Wackenhut and
       other directors, officers and employees of Wackenhut Corrections and its
       affiliates (other than Messrs. Jones and Hogan) contemporaneous with the
       consummation of the Offering of options to purchase an aggregate of
       480,000 Common Shares at a price per share equal to the initial public
       offering price of $20.00 (the "Offering Price"), all of which could lead
       to decisions that do not reflect the best interests of the Company and
       its shareholders;
 
     - The Company's lack of control over the operations of any of the
       facilities owned by it due to tax restrictions that prevent REITs from
       operating such facilities;
 
     - Ownership of the Company's facilities is subject to risks inherent in the
       privatized corrections industry generally, including (i) limited contract
       duration, (ii) reliance upon government appropriations for payments under
       awarded contracts, (iii) government regulation, (iv) possible
       fluctuations in occupancy levels, (v) limited acceptance of private
       prison operation, (vi) community opposition to facility location and
       (vii) potential legal proceedings, all of which could adversely affect
       the ability of Wackenhut Corrections and other tenants to make required
       lease payments;
 
     - Limited duration of correctional and detention facility management
       contracts (with the terms typically ranging between one and five years),
       which could result in Wackenhut Corrections' obligation to continue to
       make payments under a Lease for a Facility (each of which has a term of
       ten years) even though it loses the facility operating agreement for such
       Facility and the corresponding revenue therefrom, thereby increasing the
       likelihood of default by Wackenhut Corrections under the Lease;
 
     - Lack of operating history of the Company, including the fact that (i) the
       Company was organized in February 1998 and there can be no assurance that
       it will generate sufficient revenue to make anticipated distributions to
       shareholders, (ii) the Company is subject to risks generally associated
       with the formation of a new business and (iii) the Company's management
       has no experience operating a REIT;
 
     - Ownership of the Company's facilities is subject to risks that the
       Initial Facilities will fail to perform in accordance with expectations
       given the limited operating history of the Initial Facilities (only three
       of which have an operating history of more than one year) which, in turn,
       could increase the risk that Wackenhut Corrections will be unable to make
       required lease payments to the Company;
 
     - Reliance by the Company on debt or additional equity for growth as a
       result of the expenditure of substantially all of the net proceeds of the
       Offering on the purchase of the Initial Facilities and tax restrictions
       on the Company's ability to retain cash generated by operating
       activities, including the lack of assurance that adequate funds will be
       available for the purchase of the Option Facilities and other facilities;
 
                                        3
   10
 
     - Potential adverse consequences of high levels of debt, including the
       absence of any limitation on the level of debt which may be incurred by
       the Company, increase in debt service which could adversely affect the
       Company's Cash Available for Distribution (as hereinafter defined) and
       its ability to make expected distributions to shareholders and the
       increased risk of default on the Company's obligations;
 
     - The right of governmental entities to assume certain subleases and occupy
       certain Facilities at rental rates which may be less than the rental
       rates payable by Wackenhut Corrections under the Leases and risks
       associated with the right of governmental entities to purchase certain
       Facilities at a purchase price which may be less than their fair market
       values;
 
     - The taxation of the Company as a regular corporation if it fails to
       qualify as a REIT and taxation of the Operating Partnership as a
       corporation if it fails to qualify as a partnership, each of which would
       have a material adverse effect on Cash Available for Distribution;
 
     - Lack of appraisals of the Facilities, including the possibility that the
       purchase prices paid by the Company for the Initial Facilities and, if
       acquired, the Option Facilities and the Future Facilities may exceed the
       fair market value of such Facilities;
 
     - Proposed distribution of at least 90.1% of the estimated Cash Available
       for Distribution, including the risk that actual Cash Available for
       Distribution may be insufficient to allow the Company to maintain its
       anticipated initial annual distribution rate of $1.40 per Common Share;
 
     - Dependence on certain key personnel, including Dr. George Zoley, Chairman
       of the Company, and Charles Jones, President and Chief Executive Officer
       and a trustee of the Company, and the lack of any employment agreements
       with any such persons, and the risk that the time commitments which Dr.
       Zoley will face in his capacities with Wackenhut Corrections, which pays
       his entire salary and bonus, will reduce the time and level of services
       which he can provide to the Company;
 
     - Possible reluctance of other private prison operators to consider
       possible sale/leaseback transactions with the Company given the Company's
       ongoing relationship with Wackenhut Corrections and the overlap in
       certain trustees of the Company and officers and directors of Wackenhut
       Corrections;
 
     - Limitations on the operational flexibility of the Company, including a
       right of first refusal in favor of Wackenhut Corrections in connection
       with any proposed sale by the Company of the Facilities;
 
     - Limitations on the ability of shareholders to effect a change in control
       of the Company, including, without limitation (i) restrictions on the
       ownership of the Common Shares or the Company's preferred shares of
       beneficial interest, par value per share of $.001 (the "Preferred
       Shares"), by any shareholder or group of affiliated shareholders in
       excess of 9.8% of any class and series of the Common Shares and Preferred
       Shares, subject to certain limited exceptions, (ii) a requirement that
       two-thirds of the members of the Board of Trustees approve the
       acquisition by any party of 20% of the voting power of the Company's
       voting securities (including, without limitation, the Common Shares),
       (iii) the power of the Board of Trustees to authorize and issue
       additional Common Shares or Preferred Shares or to classify or reclassify
       authorized but unissued Common Shares or Preferred Shares, (iv) the
       staggered classification of the Board of Trustees, which could have the
       effect of delaying, deferring or preventing a transaction or change in
       control of the Company that might involve a premium price for Common
       Shares or Preferred Shares or would otherwise be in the best interests of
       the Company's shareholders, (v) provisions of Maryland law applicable to
       business combinations, which generally restrict certain business
       combinations between the Company and certain holders of 10% or more of
       the voting power of the Common Shares without the approval by
       super-majority votes of the holders of the Common Shares, and (vi)
       additional provisions of Maryland law applicable to control share
       acquisitions, should the Company elect to become subject to such
       provisions, which generally provide that certain voting shares acquired,
       which when aggregated with other shares previously acquired by the
       acquiror or with other shares over which the acquiror has the ability to
       exercise voting power, meet certain specified voting power ranges, have
       no voting rights except to the extent approved by a vote of two-thirds of
       the votes eligible to be cast on the matter;
 
                                        4
   11
 
     - Absence of a prior public market for the Common Shares and lack of
       assurances that an active trading market will develop or that the Common
       Shares will trade at or above the Offering Price following the
       consummation of the Offering;
 
     - Ability of the Board of Trustees to change the Company's investment,
      financing, distribution and other policies at any time without shareholder
      approval;
 
     - Possible adverse effect of an increase in interest rates on the market
       price of the Common Shares;
 
     - The Common Shares may not be appropriate investments for certain employee
       benefit or retirement plans; and
 
     - Ownership of the Company's facilities is subject to risks affecting real
       estate investments generally, including (i) economic and other conditions
       which may adversely affect real estate investments, (ii) uncertainty as
       to valuation and the relative illiquidity of real estate investments,
       particularly correctional and detention facilities which have limited
       alternate uses, (iii) risks related to acquisition and expansion of real
       estate investments, (iv) potential liability for unknown or future
       environmental matters and (v) the possibility that a facility could
       sustain an uninsured loss.
 
                 BUSINESS AND GROWTH STRATEGIES OF THE COMPANY
 
     The Company's primary business objectives are to maximize current returns
to shareholders through increases in Cash Available for Distribution and to
increase long-term total returns to shareholders through appreciation in the
value of the Common Shares. The Company intends to achieve these objectives by
(i) pursuing investment opportunities with private prison operators and
governmental entities for the acquisition of correctional and detention
facilities, (ii) working with tenants to identify opportunities to expand
existing and newly acquired facilities and (iii) structuring facility leases to
include rent escalation provisions which provide for annual increases in rent.
 
                                 THE FACILITIES
 
     The Company will enter into a purchase and sale agreement (the "Purchase
Agreement"), pursuant to which it will acquire the eight Initial Facilities, and
a series of option agreements (the "Option Agreements") pursuant to which it
will have the option to acquire each of the three Option Facilities at any time
on or prior to the earlier of (i) four years from receipt of a certificate of
occupancy for the subject facility, or (ii) six months after such facility
achieves an occupancy level of 75% of the number of beds authorized under the
certificate of occupancy for the facility (the "Option Facility Option Period").
The Company will also enter into an agreement (the "Right to Purchase
Agreement") pursuant to which it will have the right, during the 15 years
following the consummation of the Offering (so long as there are any leases in
force between the Company and Wackenhut Corrections), to acquire and lease back
to Wackenhut Corrections any Future Facilities, subject to certain limited
exceptions where the sale or transfer of ownership of a facility is restricted
under a facility operating agreement or governmentally assisted financing
arrangement. Under the terms of the Right to Purchase Agreement, the Company's
right to acquire any particular Future Facility will expire upon the earlier of
(i)(a) in the case of a newly developed Future Facility, four years from receipt
of a certificate of occupancy for such Future Facility or (b) in the case of an
already operating Future Facility, four years from the date such Future Facility
is acquired by Wackenhut Corrections or the party from which Wackenhut
Corrections has the right to acquire such Future Facility, or (ii) six months
after the Future Facility attains an occupancy level of 75% of the number of
beds authorized under the certificate of occupancy for such Future Facility (the
"Future Facility Option Period"), subject to certain limited exceptions where
the sale or transfer of ownership of a facility is restricted under the
applicable facility operating agreement or pursuant to restrictions from
governmentally-assisted financing arrangements. The Initial Facilities and
Option Facilities include all of the correctional and detention facilities which
Wackenhut Corrections owns or has the right to acquire, with the exception of
two facilities for which Wackenhut Corrections has granted the contracting
governmental entity an option to purchase. See "The Facilities -- The Excluded
Facilities." The following is a summary of certain information with respect to
the Initial Facilities and the Option Facilities.
 
                                        5
   12
 
                             THE INITIAL FACILITIES
 
     The Initial Facilities will be acquired for an aggregate cash purchase
price of approximately $113.0 million. The Company will lease the Initial
Facilities to Wackenhut Corrections (and Wackenhut Corrections will continue to
operate such Initial Facilities) pursuant to the Leases, which have initial
terms of 10 years and provide for aggregate initial annual rents of
approximately $10.7 million. Throughout the terms of the Leases, the base rents
will escalate annually by the Base Rent Escalation. The Initial Facilities are
located in five states and have an aggregate design capacity of 3,154 beds.
 
                                        6
   13
 
     The following table sets forth certain information with respect to the
Initial Facilities:

                                                                                             EXPIRATION
                                                                      DESIGN                     OF        INITIAL
                                                                   CAPACITY AND    FACILITY   FACILITY     FACILITY      INITIAL
                                TYPE OF     CONTRACTING  SECURITY   OCCUPANCY      OPENING   OPERATING     PURCHASE       ANNUAL
FACILITY AND LOCATION           FACILITY      ENTITY     LEVEL(1)    RATE(2)         DATE    AGREEMENT      PRICE       BASE RENT
- ---------------------         ------------  -----------  --------  ------------    --------  ----------  ------------  ------------
                                                                                               
Aurora INS Processing
 Center.....................  INS           INS(3)       Minimum/    300/100%        May       April       $7,828,775      $743,734
 Aurora, CO                   Processing                 Medium                      1987     1998(7)
                              Center
McFarland Community
 Correctional Facility......  Pre-Release   CDOC(4)      Minimum/    224/86%       February   January       7,020,219       666,921
 McFarland, CA                Center                     Medium                      1988       1999
Queens Private Correctional
 Facility...................  INS           INS(5)       Minimum/    200/99%        March      March       14,732,071     1,399,547
 New York, NY                 Detention                  Medium                      1997     1999(8)
                              Facility
Central Valley Community
 Correctional Facility......  Adult         CDOC         Minimum/    550/94%       December   December     17,590,995     1,671,145
 McFarland, CA                Correctional               Medium                      1997       2007
                              Facility
Golden State Community
 Correctional Facility......  Adult         CDOC         Minimum/    550/94%       December   December     17,555,536     1,667,776
 McFarland, CA                Correctional               Medium                      1997       2007
                              Facility
Desert View Community
 Correctional Facility......  Adult         CDOC         Minimum/    550/86%       December   December     16,864,731     1,602,149
 Adelanto, CA                 Correctional               Medium                      1997       2007
                              Facility
Broward County Work Release
 Center.....................  Work Release  Broward      Non-      300/100%(6)     February   February     15,128,724     1,437,229
 Broward County, FL           Center        County and   Secured                     1998     2003(9)
                                            BSO(6)
Karnes County Correctional
 Center.....................  Adult         Karnes       Multi-      480/91%       January      July       16,320,000     1,550,400
 Karnes County, TX            Correctional  County       Security                    1996     1998(10)
                              Facility
                                                                   ------------                          ------------  ------------
Total/Weighted Average......                                        3,154/92%                            $113,041,051   $10,738,901
                                                                   ============                          ============  ============

 
                               LEASE
                               TERM
FACILITY AND LOCATION         (YEARS)
- ---------------------         -------
                           
Aurora INS Processing
 Center.....................    10
 Aurora, CO
McFarland Community
 Correctional Facility......    10
 McFarland, CA
Queens Private Correctional
 Facility...................    10
 New York, NY
Central Valley Community
 Correctional Facility......    10
 McFarland, CA
Golden State Community
 Correctional Facility......    10
 McFarland, CA
Desert View Community
 Correctional Facility......    10
 Adelanto, CA
Broward County Work Release
 Center.....................    10
 Broward County, FL
Karnes County Correctional
 Center.....................    10
 Karnes County, TX
Total/Weighted Average......

- ---------------
 
 (1) Each facility is identified according to the level of security maintained
     as follows: non-secured facilities are facilities which are access
     controlled residential facilities; minimum security facilities are
     facilities having open-housing within an appropriate designated and
     patrolled institutional perimeter; medium security facilities are
     facilities having either cells, rooms or dormitories, a secure perimeter,
     and some form of external patrol; maximum security facilities are
     facilities having single occupancy cells, a secure perimeter and external
     patrol or devices; and multi-security facilities are facilities with
     various components of the previously described security levels.
 (2) Design capacity measures the number of beds, and accordingly the number of
     inmates each facility is designed to accommodate. Occupancy rate measures
     the percentage of the number of beds which a facility is designed to
     accommodate which are occupied at any given time or for which payment has
     been guaranteed by the contracting governmental entity. The facility
     operating agreement with respect to any facility may provide for occupancy
     less than the facility design capacity. While the design capacity of each
     of the Central Valley Community Correctional Facility, the Golden State
     Community Correctional Facility and the Desert View Community Correctional
     Facility is 550, the facility operating agreement for each such facility
     provides for the use and occupancy of only 500 beds per facility. The
     occupancy rates presented are as of March 26, 1998. The Company believes
     design capacity and occupancy rate are appropriate measures for evaluating
     prison operations because the revenues generated by each facility are
     generally based on a per diem or monthly rate per inmate housed at the
     facility paid by the corresponding contracting governmental entities. The
     ability of Wackenhut Corrections or another private prison operator to
     satisfy its financial obligations under its leases with the Company is
     based in part on the revenues generated by their facilities, which in turn
     depends on the design capacity and occupancy rate of each facility.
 (3) The United States Immigration and Naturalization Service.
 (4) The State of California Department of Corrections.
 (5) The facility operating agreement for the Queens Private Correctional
     Facility includes a minimum guarantee of 150 beds (75% occupancy).
 (6) The Broward County Sheriff's Office. While the actual physical occupancy
     rate was 85% as of March 26, 1998, the Broward County Sheriff's office has
     guaranteed payment based on a 100% occupancy rate. Accordingly, the
     designated occupancy rate is 100%.
 (7) The operating agreement for the Aurora INS Processing Center expired and
     has been extended for successive 30 day periods, with the most recent
     extension expiring on April 28, 1998. Wackenhut Corrections is presently
     negotiating a long-term operating agreement for the Aurora INS Processing
     Center. However, there can be no assurance that Wackenhut Corrections will
     be successful in entering into such an agreement.
 (8) The operating agreement for the Queens Private Correctional Facility may be
     extended at the option of the INS for three additional one year periods.
 (9) The operating agreement for the Broward County Work Release Center may be
     extended at the option of Broward County for successive two year periods.
 
                                        7
   14
 
(10) Wackenhut Corrections began operating this facility in January 1998 under
     an interim operating agreement with Karnes County which expires on July 14,
     1998. Wackenhut Corrections is negotiating a long-term agreement with
     Karnes County, pursuant to which Karnes County will agree to enter into
     inter-governmental agreements for the housing of inmates with such
     governmental entities as may be designated by Wackenhut Corrections.
     However, there can be no assurance that Wackenhut Corrections will be
     successful in entering into such an agreement with Karnes County or with
     other governmental entities for the housing of inmates, both of which are
     necessary to the profitable operation of this facility by Wackenhut
     Corrections.
 
                             THE OPTION FACILITIES
 
     The Company will have the option to purchase each of the three Option
Facilities at any time during the applicable Option Facility Option Period. The
purchase price of each Option Facility (the "Option Facility Purchase Price")
will equal 105% (or such lower percentage as may be agreed to by Wackenhut
Corrections) of the aggregate costs related to the acquisition, development,
design, construction, equipment and start-up of such Option Facility (which, in
the case of goods or services provided by Wackenhut Corrections, will not exceed
the costs which would be paid therefor if purchased from a third party in an
arm's-length transaction) (the "Total Facility Cost"). Accordingly, the Option
Facility Purchase Price for an Option Facility may differ from the fair market
value thereof. If acquired, the Company will lease the Option Facilities to
Wackenhut Corrections (and Wackenhut Corrections will continue to operate such
Option Facilities) pursuant to long-term, non-cancelable, triple-net leases on
substantially the same terms and conditions as the Leases for the Initial
Facilities. The initial annual rental rate for each Option Facility will be 9.5%
of the applicable Option Facility Purchase Price and will escalate annually by
the Base Rent Escalation. The total estimated aggregate purchase price and
first-year rent for the Option Facilities are estimated to be approximately
$109.7 million and approximately $10.4 million, respectively. The Option
Facilities are located in three states and are expected to have an aggregate
design capacity of 2,256 beds.
 
     The following table sets forth certain information with respect to the
Option Facilities:

                                                                                                     ANTICIPATED
                                                                  ANTICIPATED       ANTICIPATED         LEASE
                            TYPE OF      CONTRACTING   SECURITY   DESIGN (BED)       FACILITY           TERM
FACILITY AND LOCATION       FACILITY       ENTITY       LEVEL       CAPACITY      OCCUPANCY DATE       (YEARS)
- ---------------------     ------------   -----------   --------   ------------   -----------------   -----------
                                                                                   
Michigan Youth
  Correctional
    Facility............  Juvenile
  Lake County, MI         Correctional   MDOC(1)       Maximum         480       4th Quarter, 1999       10
                          Facility
Jena Juvenile Justice
  Center................  Juvenile       LDOC(2)       Multi-          276       4th Quarter, 1998       10
  Jena, LA                Correctional                 Security
                          Facility
Lawton Correctional
  Facility..............  Prison         ODOC(3)(4)    Medium        1,500       1st Quarter, 1999       10
  Lawton, OK
Total...................                                             2,256
                                                                     =====

- ---------------
 
(1) State of Michigan Department of Management and Budget for the Department of
    Corrections.
(2) State of Louisiana Department of Public Safety and Corrections.
(3) State of Oklahoma Department of Corrections.
(4) Wackenhut Corrections commenced construction of this facility in August 1997
    and in April 1998 was awarded a contract for up to 1,500 beds at the
    facility by the ODOC.
 
                            THE LEASES AND SUBLEASES
 
     Simultaneous with the Company's acquisition of the Initial Facilities and,
if acquired, the Option Facilities, the Company will lease such Facilities
either directly to Wackenhut Corrections or to WCC RE Holdings, Inc. ("WCCRE
Inc."), a wholly-owned subsidiary of Wackenhut Corrections, which will in turn
sublease such Facilities to Wackenhut Corrections. See "Leases" and "Subleases."
The sublease structure will be used in those instances where Wackenhut
Corrections is required by a contracting governmental entity in connection with
the award of a facility operating agreement to afford the governmental entity
the right to assume a lease of such facility (or designate another facility
operator to assume the lease of such facility) at a fixed rental rate in the
event of the early termination of the operating agreement upon the occurrence of
certain events. Generally, in those instances where a sublease is created for
the contracting governmental entity (or its designated replacement operator) to
assume, the term of the sublease is commensurate with the
 
                                        8
   15
 
term of the operating agreement originally entered into between Wackenhut
Corrections and the governmental entity thereby affording the governmental
entity the ability to plan and effectuate an orderly relocation of its inmates
to another facility in the event of early termination of its operating agreement
with Wackenhut Corrections. However, regardless of whether the sublease
structure is created for an individual facility, Wackenhut Corrections will, at
all times, remain primarily liable to the Company under the Leases.
 
     Because the Leases are triple-net leases, which impose significant burdens
upon the tenant and provide for an escalating annual base rent, the Leases would
not satisfy the requirements of such governmental entities or allow Wackenhut
Corrections the flexibility to tailor the lease provisions to the terms of a
particular Request for Proposals ("RFP"). Therefore, in such instances Wackenhut
Corrections will request that the Company enter into the Lease with WCCRE Inc.,
which will in turn enter into a more basic fixed rental rate sublease with
Wackenhut Corrections, which sublease meets the requirements of the contracting
governmental entity, and will permit the contracting governmental entity to
assume such sublease in the event of early termination of the operating
agreement for the relevant Facility. The provisions of all subleases are subject
to the Company's review and approval. The Company will lease the following
Initial Facilities to WCCRE Inc., each of which will in turn be subleased to
Wackenhut Corrections: the Broward County Work Release Center (the "Broward
Facility"); the Central Valley Community Corrections Facility (the "Central
Valley Facility"); the Golden State Community Correctional Facility (the "Golden
State Facility"); the Desert View Community Correctional Facility (the "Desert
View Facility"); and the McFarland Community Correctional Facility (the
"McFarland Facility," and together with the Central Valley Facility, the Golden
State Facility and the Desert View Facility, the "California Facilities"). The
Company will lease the following Initial Facilities directly to Wackenhut
Corrections: the Queens Private Correctional Facility (the "Queens Facility");
the Aurora INS Processing Center (the "Aurora Facility") and the Karnes County
Correctional Center (the "Karnes Facility").
 
                       WACKENHUT CORRECTIONS CORPORATION
 
     Wackenhut Corrections is a leading developer and manager of privatized
correctional and detention facilities in the United States and abroad. Wackenhut
Corrections was founded in 1984 by Dr. George C. Zoley as a division of The
Wackenhut Corporation, a leading provider of professional security services, to
capitalize on emerging opportunities in the private correctional services
market. According to the Privatization Reports, Wackenhut Corrections is the
second largest provider of privatized correctional and detention services in the
United States and the largest provider of such services abroad, based upon the
number of beds under management. As of March 26, 1998, Wackenhut Corrections had
46 correctional and detention facilities under contract or award, of which 37
were in operation with an aggregate design capacity of 22,540 beds and an
average occupancy rate of 96% for the period from December 29, 1997 through
March 26, 1998, and of which 9 were under development with an aggregate design
capacity of 6,456 beds. Of the 37 facilities currently operated by Wackenhut
Corrections, three are owned by Wackenhut Corrections and four are owned by the
Wackenhut Lease Facility (all of which are included in the Initial Facilities),
and the remainder of which are owned by the contracting governmental entity or
are financed through governmentally-assisted financing arrangements. Of the nine
facilities currently under development by Wackenhut Corrections, five are owned
by the Wackenhut Lease Facility (three of which are included in the Option
Facilities and two of which are subject to an option to purchase which was
previously granted to the contracting governmental entity) and the balance are
owned by the contracting governmental entity or are financed though
governmentally-assisted arrangements. In addition, as of March 26, 1998,
Wackenhut Corrections had outstanding written responses to governmental bid
requests known as RFPs for eight projects with an aggregate design capacity of
3,450 beds. While Wackenhut Corrections was awarded contracts for 41% of the
beds for which it submitted RFPs during 1997, there can be no assurance that
Wackenhut Corrections will be successful in winning any of the management
contracts relating to the RFPs for which it has outstanding written responses.
 
     Wackenhut Corrections offers governmental entities a comprehensive range of
correctional and detention facility management services, ranging from individual
consulting projects to the integrated design, development and management of such
facilities. In addition to providing the fundamental residential services
relating to the security of facilities and the detention and care of inmates,
Wackenhut Corrections has built a
 
                                        9
   16
 
reputation as an effective provider of a wide array of in-facility
rehabilitative and educational programs, such as chemical dependency counseling
and treatment, basic education and job and life skills training. Additionally,
Wackenhut Corrections is continuously seeking to expand into complementary
services such as work release programs, youth detention services and prisoner
transport services. Wackenhut Corrections believes that its experience in
delivering a full range of high-quality correctional and detention facility
management services on a cost-effective basis to government agencies provides
such agencies strong incentives to choose Wackenhut Corrections when awarding
new contracts or renewing existing contracts.
 
     Wackenhut Corrections will be the lessee of, and will continue to operate,
each of the Initial Facilities and, if acquired, the Option Facilities. The
terms of the sale of the Initial Facilities and Option Facilities and the leases
thereof were approved by an independent committee of the Board of Directors of
Wackenhut Corrections. Wackenhut Corrections is expected to sell additional
correctional and detention facilities to the Company in the future and to enter
into long-term, non-cancelable, triple-net leases with the Company with respect
to those facilities. It is not currently contemplated that Wackenhut Corrections
or any of its affiliates will provide administrative or other services to the
Company.
 
                           THE FORMATION TRANSACTIONS
 
     Prior to or simultaneously with the consummation of the Offering, the
Company and Wackenhut Corrections will engage in a series of transactions (the
"Formation Transactions") which are designed to consolidate ownership of the
Initial Facilities in the Company, to provide a vehicle for possible future
acquisitions of the Option Facilities and the Future Facilities (in addition to
other facilities the Company may acquire) and to enable the Company to qualify
as a REIT for federal income tax purposes commencing with its taxable year
ending December 31, 1998. These transactions include the following:
 
     - Issuance of Common Shares and Redemption of Founder's Shares.  The
      Company will sell 6,200,000 Common Shares in the Offering, resulting in
      net proceeds to the Company of approximately $113.8 million after
      deduction of the underwriting discounts and commissions and estimated
      offering expenses. All of the net proceeds to the Company from the
      Offering will be either contributed by the Company directly to the
      Operating Partnership or contributed by the Company to CPT LP, a wholly-
      owned subsidiary of the Company, so as to capitalize CPT LP and enable CPT
      LP to fund its investment in the Operating Partnership, in exchange for a
      combined 100% interest in the Operating Partnership. The Company will
      initially own a 98% limited partnership interest and a 1% general
      partnership interest in the Operating Partnership. CPT LP will initially
      own a 1% limited partnership interest in the Operating Partnership. The
      Company will, contemporaneous with the consummation of the Offering, also
      redeem at cost the 1,000 founder's shares which were issued in connection
      with the formation of the Company.
 
     - Purchase Agreement.  The Company will enter into and close upon the
      Purchase Agreement with Wackenhut Corrections, pursuant to which the
      Company will acquire, directly or as assignee of Wackenhut Corrections'
      contract rights, the eight Initial Facilities for an aggregate cash
      purchase price of approximately $113.0 million.
 
     - Option Agreements.  The Company will enter into the Option Agreements
      with Wackenhut Corrections, pursuant to which Wackenhut Corrections will
      grant the Company the option to acquire each of the three Option
      Facilities at any time during the applicable Option Facility Option
      Period, for a cash purchase price equal to the applicable Option Facility
      Purchase Price. If the Company elects to purchase all three Option
      Facilities, the aggregate purchase price is estimated to be approximately
      $109.7 million.
 
     - Leases.  Concurrent with the Company's acquisition of the Initial
      Facilities and, if acquired, the Option Facilities, the Company will lease
      such Facilities to Wackenhut Corrections (and Wackenhut Corrections will
      continue to operate such facilities) pursuant to the Leases for an initial
      term of 10 years. Subject to certain limited exceptions, the term of each
      of the Leases may be extended by Wackenhut Corrections for three
      additional five-year terms at a fair market rental rate as mutually
 
                                       10
   17
 
      agreed upon by the Company and Wackenhut Corrections or, in the absence of
      such an agreement, as determined by binding arbitration. In addition, the
      term of any of the Leases will be automatically extended upon expiration
      thereof on the same terms (including the then applicable base rent and
      Base Rent Escalation) as reflected in the applicable Lease if there is at
      such time an unexpired sublease with respect to such Facility. Under the
      terms of the Leases, Wackenhut Corrections will have a 30-day right of
      first refusal on the proposed sale by the Company of any of the Initial
      Facilities and, if acquired, the Option Facilities.
 
     - Right to Purchase Agreement.  The Company will enter into the Right to
      Purchase Agreement with Wackenhut Corrections, pursuant to which the
      Company will have the right, during the 15 years following the
      consummation of the Offering (so long as there are any leases in force
      between the Company and Wackenhut Corrections), to acquire and lease back
      to Wackenhut Corrections any Future Facilities, subject to certain limited
      exceptions where the sale or transfer of ownership of a facility is
      restricted under a facility operating agreement or governmentally assisted
      financing arrangement. Under the terms of the Right to Purchase Agreement,
      the Company may purchase a particular Future Facility at any time during
      the Future Facility Option Period applicable to such Future Facility. The
      purchase price for each Future Facility (the "Future Facility Purchase
      Price") will equal 105% (or such lower percentage as may be agreed to by
      Wackenhut Corrections) of the Total Facility Cost of such Future Facility,
      which may differ from the fair market value of such Facility at such time.
      In the case of any Future Facility acquired during the first five years
      following the consummation of the Offering, the initial annual rental rate
      will be the greater of (i) the fair market rental rate as mutually agreed
      upon by the Company and Wackenhut Corrections, and in the absence of such
      an agreement, as determined by binding arbitration, or (ii) 9.5% of the
      applicable Future Facility Purchase Price. In the case of any Future
      Facility acquired thereafter, the initial annual rental rate will be the
      fair market rental rate as mutually agreed upon by the Company and
      Wackenhut Corrections or, in the absence of such an agreement, as
      determined by binding arbitration. Under the terms of any lease between
      the Company and Wackenhut Corrections relating to a Future Facility,
      Wackenhut Corrections will have a right of first refusal on the proposed
      sale by the Company of any such Future Facility.
 
     - Credit Facility.  The Company has obtained a commitment for a $100
      million line of credit from NationsBank, N.A. (the "Bank Credit
      Facility"), which may be used to finance the acquisition of additional
      correctional and detention facilities (including the Option Facilities and
      the Future Facilities), to expand the Facilities and for general working
      capital requirements. The Bank Credit Facility is expected to close
      following consummation of the Offering. See "The Company -- The Bank
      Credit Facility." The Company has also obtained a commitment for a $10
      million interim credit facility from NationsBank, N.A. (the "Interim
      Credit Facility") on substantially the same terms and conditions as the
      Bank Credit Facility.
 
     - Issuance of Options.  The Company will, contemporaneous with the
      consummation of the Offering, grant to certain officers and directors of
      Wackenhut Corrections and its affiliates and to the officers and trustees
      of the Company options to purchase an aggregate of 590,000 Common Shares
      at a purchase price per share equal to the Offering Price, of which
      options to purchase 565,000 Common Shares will be exercisable in four
      equal annual installments commencing on the date of grant and options to
      purchase 25,000 Common Shares will be exercisable immediately.
 
     Additional information regarding the Formation Transactions is set forth
under "The Formation Transactions."
 
           ADVANTAGES AND DISADVANTAGES TO UNAFFILIATED SHAREHOLDERS
 
     The potential advantages of the Formation Transactions to unaffiliated
shareholders of the Company include the ability to participate in the cash flow
generated by the rent from the Initial Facilities through their ownership by the
Company, and in all future acquisitions by the Company. See "The
Company -- Business and Growth Strategies -- Expansion Opportunities." The
potential disadvantages of such transactions to unaffiliated shareholders of the
Company include the lack of arm's-length valuations in determining the
consideration in such transactions and the fact that Dr. Zoley, Chairman of the
Company and Vice Chairman
                                       11
   18
 
and Chief Executive Officer of Wackenhut Corrections, Richard Wackenhut, a
trustee of the Company and a director of Wackenhut Corrections, and George
Wackenhut, a trustee of the Company and Chairman of Wackenhut Corrections, will
have substantial influence over the management and operations of the Company and
the risk that such influence might be exercised in a manner which may not be in
the best interests of the Company and its shareholders. See the more complete
discussion of such matters under "Risk Factors."
 
            BENEFITS TO WACKENHUT CORRECTIONS AND CERTAIN AFFILIATES
 
     The benefits of the foregoing transactions to Wackenhut Corrections and its
directors and officers include:
 
     - The cost of the seven Initial Facilities to be acquired from Wackenhut
      Corrections and the Wackenhut Lease Facility is approximately $79.0
      million, of which approximately $24.6 million is for the three Initial
      Facilities owned by Wackenhut Corrections and approximately $54.4 million
      is for the four Initial Facilities owned by the Wackenhut Lease Facility.
      Wackenhut Corrections will receive approximately $42.3 million in cash,
      consisting of approximately $29.5 million for the three Initial Facilities
      owned by it and approximately $12.8 million for its right to acquire four
      of the remaining five Initial Facilities. The Wackenhut Lease Facility,
      which is guaranteed in part by Wackenhut Corrections, will receive
      approximately $54.4 million in cash for the four Initial Facilities owned
      by it. The aggregate purchase price to the Company of such seven
      facilities represents 122% of the approximately $79.0 million cost of such
      Initial Facilities. The Company will purchase the eighth Initial Facility
      directly from Karnes County, Texas and Wackenhut Corrections will not
      receive any portion of the proceeds payable upon the purchase of such
      facility.
 
     - In the event the Company elects to exercise its option to acquire any or
      all of the three Option Facilities, Wackenhut Corrections would receive
      approximately $5.2 million in cash and the Wackenhut Lease Facility would
      receive approximately $104.5 million in cash (in total, representing
      approximately 105% of the cost of such Option Facilities, regardless of
      their market value);
 
     - Wackenhut Corrections will be able to expand its business development
      opportunities as a result of the potential increased access to capital
      available through its relationship and contractual arrangements with the
      Company;
 
     - Wackenhut Corrections will have a right of first refusal with regard to
      certain future sales of the Facilities by the Company;
 
     - Wackenhut Corrections has accelerated the vesting of 18,300 options to
      purchase shares of Wackenhut Corrections' common stock which were held by
      Charles Jones, the Company's President and Chief Executive Officer. Mr.
      Jones has exercised these options, as well as 10,200 vested options to
      purchase shares of Wackenhut Corrections common stock also held by him,
      and has disposed of all such shares received by him upon exercise;
 
     - Dr. Zoley, George Wackenhut, Richard Wackenhut and other directors,
      officers and employees of Wackenhut Corrections and its affiliates (other
      than Messrs. Jones and Hogan) will be granted, contemporaneous with the
      consummation of the Offering, options to purchase an aggregate of 480,000
      Common Shares at a purchase price per share equal to the Offering Price,
      which will be exercisable in four equal annual installments commencing on
      the date of grant;
 
     - Messrs. Jones and Hogan, each of whom have agreed to resign their
      positions with Wackenhut Corrections upon consummation of the Offering,
      will, contemporaneous with the consummation of the Offering, be granted
      options to purchase an aggregate of 85,000 Common Shares at a purchase
      price per share equal to the Offering Price; and
 
     - Through its operation of the Initial Facilities pursuant to the Leases,
       Wackenhut Corrections will be entitled to all of the cash flow from the
       Initial Facilities after the payment of operating expenses, taxes and
       rent under the Leases.
 
                                       12
   19
 
                               STRUCTURE OF THE COMPANY
 
     The following diagram sets forth the structure of the Company and Operating
Partnership upon the consummation of the Offering and the Formation
Transactions:
 
                                    (Chart)
- ---------------
 
(1) Following the consummation of the Offering, WCCRE Inc., a wholly-owned
    subsidiary of Wackenhut Corrections, will be merged with and into WCC RE
    Holdings LLC ("WCCRE LLC"), which will be formed as a wholly-owned
    subsidiary of Wackenhut Corrections, with WCCRE LLC being the surviving
    entity. WCCRE Inc. and WCCRE LLC are sometimes referred to together herein
    as "WCCRE."
(2) The Operating Partnership will lease the following Initial Facilities to
    Wackenhut Corrections: the Queens Facility, the Aurora Facility and the
    Karnes Facility.
(3) The Operating Partnership will lease the following Initial Facilities to
    WCCRE, each of which will in turn be subleased to Wackenhut Corrections: the
    Broward Facility, the Central Valley Facility, the Golden State Facility,
    the Desert View Facility and the McFarland Facility.
(4) The provisions of certain existing facility operating agreements between
    Wackenhut Corrections and the respective contracting governmental entities
    afford the governmental entity the right to assume a lease of such facility
    (or designate another facility operator to assume the lease of such
    facility) at a fixed rental rate in the event of the early termination of
    the facility operating agreement upon the occurrence of certain events. In
    such instances, Wackenhut Corrections has entered into a sublease for the
    subject Facility (each a "Sublease" and collectively, the "Subleases") with
    WCCRE, a wholly-owned subsidiary of Wackenhut Corrections, with WCCRE as the
    lessor and Wackenhut Corrections as the lessee. The contracting governmental
    entity has the right to assume the rights of Wackenhut Corrections under
    such Sublease on early termination of the operating agreement for the
    relevant Facility. However, even if a government entity elects to exercise
    its right to assume a sublease relating to a Facility, Wackenhut Corrections
    will nevertheless remain liable to the Company under the Lease relating to
    such Facility. See "Subleases."
 
                                       13
   20
 
                                  THE OFFERING
 
Common Shares offered by
the Company................  6,200,000 shares
 
Common Shares outstanding
  after the Offering.......  6,200,000 shares(1)
 
Use of Proceeds............  To acquire the Initial Facilities and for working
                             capital. See "Use of Proceeds," "Capitalization"
                             and "The Formation Transactions."
 
NYSE symbol................  "CPV"
- ---------------
 
(1) Excludes 620,000 Common Shares reserved for issuance under the Correctional
    Properties Trust 1998 Employee Share Incentive Plan (the "Employee Incentive
    Plan") and 55,000 Common Shares reserved for issuance under the Correctional
    Properties Trust 1998 Non-Employee Trustees' Share Option Plan (the
    "Non-Employee Trustee Option Plan," and together with the Employee Incentive
    Plan, the "Plans"), of which 590,000 Common Shares will be subject to
    outstanding options upon the consummation of the Offering. See
    "Management -- Employee Incentive Plan" and " -- Non-Employee Trustee Option
    Plan" and "The Formation Transactions."
 
                                 DISTRIBUTIONS
 
     Subsequent to the Offering, the Company intends to pay regular quarterly
distributions to its shareholders. The Board of Trustees, in its sole
discretion, will determine the actual distribution rate based on the Company's
actual results of operations, economic conditions, tax considerations (including
those related to REITs) and other factors. The Company's first distribution, for
the period from the closing of the Offering through June 30, 1998, is expected
to be approximately $0.246 per Common Share, representing a pro rata
distribution of the anticipated regular quarterly distribution of $0.35 per
share for a full quarter, which on an annualized basis, represents an initial
anticipated distribution rate of $1.40 or approximately 7.0% of the Offering
Price. The Company does not expect to change its estimated initial distribution
per Common Share if the Underwriters' over-allotment option is exercised.
 
     The Company has established the initial annual distribution rate based on
the Company's estimate of Cash Available for Distribution for the twelve months
following the consummation of the Offering, by adding (i) the Company's estimate
of the Funds from Operations (as hereinafter defined) for the year ended
December 31, 1997, based upon the pro forma contractual rental revenue and
related real estate depreciation for the two Initial Facilities that were
operational for the full year ended December 31, 1997 and the four Initial
Facilities that were operational for a portion of the year ended December 31,
1997; (ii) the Company's estimate of the amount necessary to annualize the sum
of the contractual rental income, net of related real estate depreciation, and
the Company's estimate of the related real estate depreciation for the year
ended December 31, 1997 for the four Initial Facilities that were operational
for some portion of such year, based upon the contractual rental revenue payable
on account of such facilities; and (iii) an amount equal to the sum of the
Company's estimate of the contractual rental income, net of related real estate
depreciation, and the Company's estimate of the related real estate depreciation
for the two Initial Facilities that became operational during February 1998,
based upon the contractual rental revenue payable on account of such facilities.
None of the Initial Facilities were owned or operated by the Company and none of
the Leases were in effect prior to consummation of the Offering. All such
Initial Facilities were operated by Wackenhut Corrections prior to consummation
of the Offering. The estimate of Cash Available for Distribution is being made
solely for the purpose of setting the initial distribution and is not intended
to be a forecast of the Company's results of operations or liquidity, nor is the
methodology upon which such adjustments were made necessarily intended to be a
basis for determining future distributions. See "Distributions."
 
     The Company believes that in order to facilitate a clear understanding of
the operating results of the Company, Funds from Operations should be examined
in conjunction with pro forma net income as presented in the pro forma Statement
of Operations and information included elsewhere in this Prospectus. Funds from
Operations does not represent cash generated from operating activities in
accordance with generally accepted accounting principles ("GAAP"), consistently
applied and should not be considered an alternative to net income as an
indication of the Company's performance or to cash flows as a measure of
liquidity or ability to make distributions. The Company's Funds from Operations
are not comparable to Funds from Operations
 
                                       14
   21
 
reported by other REITs that do not define the term using the current National
Association of Real Estate Investment Trusts ("NAREIT") definition or that
interpret the current NAREIT definition differently than does the Company. The
expected distribution for the 12 months following completion of the Offering
will equal approximately 90.1% of the estimated Cash Available for Distribution
for the twelve months following the consummation of the Offering. The Company's
estimate of Cash Available for Distribution does not include any revenues or
expenses related to the possible purchase of the Option Facilities, the Future
Facilities or additional facilities. The Company intends to maintain its
approximate initial distribution rate for at least 12 months following the
consummation of the Offering unless actual results of operations, economic
conditions or other factors differ from the assumptions used in calculating the
estimate. Based on the Company's pro forma Statement of Operations for the year
ended December 31, 1997, the Company estimates that approximately 15% to 20% of
the anticipated initial annual distribution to shareholders would represent a
return of capital for federal income tax purposes and that the Company would
have been required to distribute $7.0 million or $1.12 per share during such
12-month period in order to maintain its status as a REIT. If future taxable
income increases above or decreases below the estimated taxable income for the
12 months following the Offering, the percentage of the anticipated initial
annual distribution representing a return of capital will decrease or increase,
respectively. See "Distributions" for the calculation of estimated Cash
Available for Distribution and related assumptions.
 
                TAX CONSIDERATIONS AND TAX STATUS OF THE COMPANY
 
     The Company intends to make an election to be taxed as a REIT under
sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the
"Code"), commencing with its taxable year ending December 31, 1998. If the
Company qualifies for taxation as a REIT, with certain exceptions, the Company
will not be subject to federal income tax at the corporate level on its taxable
income that is distributed to its shareholders. A REIT is subject to a number of
organizational and operational requirements, including a requirement that it
distribute at least 95% of its annual real estate investment trust taxable
income. In the opinion of Akerman, Senterfitt & Eidson, P.A., legal counsel to
the Company, commencing with the Company's taxable year ending December 31,
1998, the Company will be organized in conformity with the requirements for
qualification as a REIT, and its proposed method of operation will enable it to
meet the requirements for qualification and taxation as a REIT. This opinion
will be based upon, and subject to, certain assumptions and various factual
representations of the Company, which will be incorporated into such opinion and
are addressed herein under the heading "Material Federal Income Tax
Considerations." The Company does not intend to request a ruling from the
Internal Revenue Service (the "IRS") as to its REIT status and an opinion of
counsel is not binding on the IRS or the courts. In addition, the opinion is
based upon the Code, regulations promulgated under the Code (the "Treasury
Regulations"), IRS administrative interpretations and court decisions existing
as of the date of this Prospectus, any of which could change with retroactive
effect. Qualification and taxation as a REIT depends upon the Company's ability
to meet, through actual annual operating results, distribution requirements,
diversity of share ownership and the various other qualification tests imposed
under the Code, the results of which will not be reviewed by legal counsel to
the Company. Failure to qualify as a REIT will render the Company subject to
federal income tax (including any applicable alternative minimum tax) on its
taxable income at regular corporate rates, and distributions to the shareholders
in any such year will not be deductible by the Company. Even if the Company
qualifies for taxation as a REIT, the Company may be subject to certain state
and local taxes on its income and property. In connection with the Company's
election to be taxed as a REIT, the Company's Declaration of Trust, as it will
be amended and restated contemporaneous with the consummation of the Offering
(the "Declaration of Trust"), imposes restrictions on the transfer of Common
Shares. The Company has adopted the calendar year as its taxable year. See "Risk
Factors -- Tax Risks -- Adverse Effects of REIT Minimum Distribution
Requirements," "Risk Factors -- Potential Anti-Takeover Effect of Certain
Provisions of Maryland Law and the Company's Declaration of Trust and
Bylaws -- Ownership Limit Necessary to Maintain REIT Qualification," "Material
Federal Income Tax Considerations" and "Description of Shares of Beneficial
Interest -- Restrictions on Ownership."
 
                                       15
   22
 
                     SUMMARY SELECTED FINANCIAL INFORMATION
 
     The following table sets forth (i) summary historical financial information
for the Company and (ii) unaudited selected pro forma financial information for
the Company. The pro forma operating information is presented as if the Offering
had occurred as of the beginning of the period indicated and therefore
incorporates certain assumptions that are included in the Notes to Pro Forma
Statements of Operations. The pro forma balance sheet information is presented
as if the Offering had occurred on February 20, 1998. The pro forma information
does not purport to represent what the Company's financial position or results
of operations actually would have been had the Offering, in fact, occurred on
such date or at the beginning of the period indicated, or to project the
Company's financial position or results of operations at any future date or for
any future period.
 
                                       16
   23
 
                         CORRECTIONAL PROPERTIES TRUST
 
                     SUMMARY SELECTED FINANCIAL INFORMATION

                                                                  PRO FORMA
                                                              -----------------
                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                               (IN THOUSANDS,
                                                              EXCEPT PER SHARE
                                                                    DATA)
                                                                 (UNAUDITED)
                                                           
PRO FORMA STATEMENT OF OPERATIONS:
Revenue:
  Rental income(1)..........................................       $ 2,449
Costs and expenses:
  Operating and administrative(2)(3)........................         1,340
  Provision for depreciation(4).............................           567
                                                                   -------
          Total costs and expenses..........................         1,907
                                                                   -------
Net income..................................................       $   542
                                                                   =======
Net income per share:
  Basic.....................................................       $  0.09
  Diluted...................................................          0.09
Weighted average number of shares outstanding(5):
  Basic.....................................................         6,200
  Diluted...................................................         6,200

                                                                  PRO FORMA          HISTORICAL
                                                                    AS OF               AS OF
                                                              FEBRUARY 20, 1998   FEBRUARY 20, 1998
                                                              -----------------   -----------------
                                                                 (UNAUDITED)
                                                                            
BALANCE SHEET DATA:
Notes payable(3)............................................      $     --            $     --
Real estate before accumulated depreciation.................       113,041                  --
Total assets................................................       113,820                   3
Shareholders' equity........................................       113,820                   3

- ---------------
 
                NOTES TO SUMMARY SELECTED FINANCIAL INFORMATION
 
(1) Rental income from Wackenhut Corrections recorded in accordance with the
    terms of the Leases as if the leases for two of the Initial Facilities (the
    Aurora Facility and the McFarland Facility) had commenced January 1997, one
    (the Queens Facility) had commenced June 1997, and three (the Central Valley
    Facility, the Golden State Facility and the Desert View Facility) had
    commenced December 1997. The Company intends to classify and account for the
    Leases as operating leases to Wackenhut Corrections in accordance with the
    provisions of Statement of Financial Accounting Standards No. 13 "Accounting
    for Leases."
(2) Recurring administrative expenses of the Company, including franchise and
    excise taxes, are based upon management's estimates of operating and
    administrative costs. Salaries were determined taking into account expected
    salary levels of employees. Other expenses were determined by evaluating
    similar expenses for other public companies.
(3) The Company has obtained a commitment for the $100 million Bank Credit
    Facility from NationsBank, N.A. The Company will only obtain the Bank Credit
    Facility if the Company elects to purchase the Option Facilities or to make
    other acquisitions. Upon such election, the Company expects to incur debt
    issuance costs of approximately $1.25 million. Such costs will be
    capitalized and subsequently amortized over the expected term of the loan
    upon closing of the Bank Credit Facility. Accordingly, no financing costs
    have been capitalized in the accompanying Pro Forma Balance Sheet and no
    amortization expense has been recognized in the Pro Forma Statement of
    Operations.
(4) Depreciation expense on fixed assets purchased from Wackenhut Corrections
    based on the estimated useful lives of the Facilities of 40 years.
(5) Weighted average shares outstanding includes Common Shares sold in the
    Offering as if such shares were outstanding for the entire period and
    excludes the 1,000 founder's shares which will be redeemed in connection
    with the Offering.
 
                                       17
   24
 
                                  RISK FACTORS
 
     Prospective investors should carefully consider the following risk factors
in conjunction with the other information contained in this Prospectus before
purchasing Common Shares in the Offering. This Prospectus contains certain
forward-looking statements. The Company wishes to caution readers that the
following risk factors, among other factors, may cause the Company's future
results to differ materially from those expressed in any forward-looking
statements contained in this Prospectus.
 
THE DEPENDENCE OF THE COMPANY ON WACKENHUT CORRECTIONS AS THE LESSEE
OF THE FACILITIES FOR ITS INITIAL REVENUES AND ABILITY TO MAKE DISTRIBUTIONS
 
     Wackenhut Corrections (either alone or together with WCCRE) will be the
lessee of the Initial Facilities and, if acquired, the Option Facilities and the
Future Facilities. The Company's initial revenues, and its ability to make
distributions to its shareholders, will depend solely upon the ability of
Wackenhut Corrections to make rent payments and satisfy its obligations under
the Leases. Any failure or delay by Wackenhut Corrections in making rent
payments may adversely effect the Company's ability to make anticipated
distributions. The Company believes that Wackenhut Corrections has sufficient
assets and income to enable it to satisfy its obligations under the Leases at
this time; however, there can be no assurance that Wackenhut Corrections will
have such assets or income in the future. In addition, although the Company will
have general recourse to Wackenhut Corrections under the Leases, Wackenhut
Corrections' obligations under the Leases will not be secured by any of its
assets.
 
     Failure by Wackenhut Corrections to comply with the material terms of any
Lease would give the Company the right to terminate such Lease and enforce the
obligations of Wackenhut Corrections thereunder, but could also require the
Company to find another lessee for such facility or risk losing its ability to
elect or maintain its REIT status. Similarly, there can be no assurance that
Wackenhut Corrections will elect to renew a Lease upon expiration of its initial
or any subsequent term, which would also force the Company to find a suitable
replacement lessee. In either circumstance, due to the limited number of
qualified operators in the correctional and detention industry, the Company may
be unable to locate a suitable lessee or to attract such a lessee, and may,
therefore, be required to reduce the rent, which would have the effect of
reducing the Company's Cash Available for Distribution. See "Wackenhut
Corrections Corporation" and "Leases."
 
     In order to satisfy Wackenhut Corrections' obligations, including the
Leases, Wackenhut Corrections will be required to generate substantial operating
cash flow. The ability of Wackenhut Corrections to meet debt service, rental and
other obligations will depend on the future performance of Wackenhut
Corrections, which will be subject to prevailing economic conditions and to
financial, business and other factors beyond its control. As with other
operators of privatized correctional and detention facilities, Wackenhut
Corrections' success is largely dependent upon continuation of operating
agreements with governmental entities that are in some cases of limited duration
and subject to termination based upon levels of governmental appropriations. In
addition, the value of the Common Shares and the cost of the Company's
borrowings may be adversely affected by a negative change in Wackenhut
Corrections' credit rating or net worth, which could affect the ability of
Wackenhut Corrections to make payments under the Leases. See "Wackenhut
Corrections Corporation." Presently, Wackenhut Corrections is operating one of
the Initial Facilities, the Karnes Facility, under an interim operating
agreement with Karnes County, Texas, and is seeking to negotiate a long-term
agreement with Karnes County. Additionally, the Lawton Facility, which is an
Option Facility, is being constructed pending the response by the ODOC to its
RFP. There can be no assurance that Wackenhut Corrections will be successful in
entering into agreements with respect to either the Karnes or the Lawton
Facilities. See "The Facilities -- The Initial Facilities" and " -- The Option
Facilities."
 
     To the extent that any of the lessees of the Company's facilities,
including Wackenhut Corrections or WCCRE, were to become a debtor in a
bankruptcy proceeding under the United States Bankruptcy Code (the "Bankruptcy
Code"), such lessee or its bankruptcy trustee could reject the lease. If a lease
were rejected, rental payments thereunder would terminate as to the related
facility, thereby leaving the Company without regular rent payments as to such
facility and with a claim for damages as a source of payment of amounts due
under such lease under Section 502(b)(6) of the Bankruptcy Code. A claim by a
lessor for damages resulting
 
                                       18
   25
 
from the rejection by a debtor of a lease of real property (or rejection of a
guarantee of a lease upon the bankruptcy of the guarantor) is limited to an
amount equal to the rent reserved under the lease, without acceleration, for the
greater of one year or 15% (but not more than three years) of the remaining term
of the lease, plus rent already due but unpaid. There can be no assurance that
any such claim for damages would be sufficient to provide for the repayment of
amounts then due under the lease. In addition, in the event of a bankruptcy of
Wackenhut Corrections or WCCRE and a resulting rejection of the Leases, there is
no assurance that the Company will be able to locate a suitable replacement
lessee or to attract such lessee, or that it could obtain a rental rate
comparable to that paid by Wackenhut Corrections under the related Lease.
 
CONFLICTS OF INTEREST
 
     Several conflicts of interest exist on the part of the Company and its
trustees and officers, on the one hand, and Wackenhut Corrections and its
directors and officers, on the other hand, all of which could lead to decisions
that do not reflect the best interests of the Company and its shareholders. The
following description sets forth the principal conflicts of interest, including
the relationships through which they arise, the potential effects of such
conflicts of interest and the policies and procedures implemented by the Company
to address those conflicts.
 
  GENERAL
 
     Because each of Dr. Zoley, George Wackenhut and Richard Wackenhut will be
both a trustee of the Company and a director of Wackenhut Corrections, there
will be inherent conflicts of interest in the ongoing acquisition, disposition,
lease, operation and management of the Initial Facilities and, if acquired, the
Option Facilities and the Future Facilities. In addition, Charles Jones,
President and Chief Executive Officer and a trustee of the Company, will be,
until the consummation of the Offering, an executive officer of Wackenhut
Corrections, and Patrick Hogan, Chief Financial Officer of the Company, will be,
until consummation of the Offering, an employee of Wackenhut Corrections.
Accordingly, the interests of the Company and its shareholders may not be fully
reflected in all decisions made or to be made or actions taken or to be taken by
certain officers and trustees of the Company. See "The Company," "The Formation
Transactions," "Management," "Certain Relationships and Transactions" and
"Policies and Objectives with Respect to Certain Activities -- Conflicts of
Interest Policies."
 
  NO ARM'S-LENGTH BARGAINING
 
     VALUATION OF THE INITIAL FACILITIES.  The valuation of the Initial
Facilities was determined by management of both the Company and Wackenhut
Corrections and was not negotiated on an arm's-length basis. The purchase price
of the Initial Facilities was determined based primarily on an evaluation of the
current and anticipated cash flows and operating results of such facilities. No
independent appraisals were obtained in establishing the purchase price of the
Initial Facilities. It is possible that if such valuations had been determined
on an arm's-length basis, or had been the subject of independent valuations or
appraisals, the purchase price that the Company would pay for the Initial
Facilities might have been less. The terms on which the Initial Facilities will
be acquired, including the valuation thereof, will not be reviewed or approved
by the Company Independent Committee.
 
     VALUATION OF THE OPTION FACILITIES AND THE FUTURE FACILITIES.  The
methodology used in determining the Option Facility Purchase Price was
determined by management of both the Company and Wackenhut Corrections and was
not negotiated on an arm's-length basis. The purchase price of each such
Facility is linked directly to the Total Facility Cost of each such Facility,
and may therefore exceed the fair market value thereof. While the Company will
not be obligated to exercise its option or right to acquire any of the Option
Facilities or Future Facilities and such decision will be subject to approval of
the Company Independent Committee, it is possible that the purchase price paid
by the Company therefor might exceed the fair market value thereof.
 
     LEASE TERMS.  The Lease payment obligations with respect to the Initial
Facilities and the Option Facilities were determined by management of both the
Company and Wackenhut Corrections and were not negotiated on an arm's-length
basis. However, the Lease payments that Wackenhut Corrections is obligated to
make with respect to each of the Initial Facilities and, if acquired, the Option
Facilities is based on an initial
                                       19
   26
 
lease rate of approximately 9.5% of the respective Initial Facility Purchase
Price or the Option Facility Purchase Price. It is possible that if the Lease
payments were negotiated on an arm's-length basis, the Lease rate payable by
Wackenhut Corrections to the Company would have been greater than the rate
determined by management of the Company and Wackenhut Corrections. In addition,
the Company will not participate in any increased rents or operating revenue
payable to Wackenhut Corrections by governmental entities. The terms of the
Leases for the Initial Facilities and the Option Facilities were not reviewed or
approved by the Company Independent Committee.
 
  POTENTIAL FOR FUTURE CONFLICTS
 
     Upon consummation of the Offering, Wackenhut Corrections and the Company
may be in situations where they have differing interests resulting from the
ongoing relationship between the companies. Such situations include the fact
that upon consummation of the Offering (i) Wackenhut Corrections will lease the
Initial Facilities from the Company, (ii) the Company will have the option to
acquire the Option Facilities and a right to purchase the Future Facilities,
(iii) Wackenhut Corrections will have a right of first refusal on the proposed
sale by the Company of any Facilities and (iv) three of the Company's trustees
(Dr. Zoley, George Wackenhut and Richard Wackenhut) will serve simultaneously on
the Board of Directors of Wackenhut Corrections and the Board of Trustees of the
Company, and two of the Company's trustees (Messrs. Jones and Travisono)
currently serve or previously served as executive officers or directors of
Wackenhut Corrections. Accordingly, the potential exists for future
disagreements as to the compliance with the Leases or the values of the
Facilities or lease payments therefor. Because of the relationship of certain of
the Company's trustees with Wackenhut Corrections, such trustee's decisions
relating to the Company's enforcement of its rights under the Leases and other
matters may not reflect the interest of the Company and its shareholders.
Additionally, the possible need by the Company, from time to time, to finance,
refinance or effect a sale of any of the Facilities may result in a need to
modify the Lease applicable to such Facility. Any such modification will require
the consent of Wackenhut Corrections, and the lack of consent from Wackenhut
Corrections could adversely affect the Company's ability to consummate such
financing or sale. Because of the relationships described above, there is the
risk that the Company will not achieve the same results in its dealings with
Wackenhut Corrections that it might achieve if such relationships did not exist.
 
     In the event revenues from the Initial Facilities increase significantly
over prior periods or, in the case of new facilities, projected operating
expenses with respect thereto are less than historical or projected operating
expenses, Wackenhut Corrections could benefit disproportionately therefrom. In
the event incremental increases in expenses of the Facilities exceed incremental
increases in revenue, conflicts of interest may arise between Wackenhut
Corrections and the Company.
 
  BENEFITS TO WACKENHUT CORRECTIONS
 
     Wackenhut Corrections and certain of its directors and officers will
receive certain material benefits in connection with the Formation Transactions,
including, but not limited to, (i) the receipt by (a) Wackenhut Corrections of
approximately $29.5 million in cash in exchange for the three Initial Facilities
owned by it, resulting in a gain to Wackenhut Corrections of approximately $4.9
million, of which approximately $2.5 million is attributable to the Queens
Facility, approximately $1.1 million is attributable to the McFarland Facility
and approximately $1.3 million is attributable to the Aurora Facility, (b)
Wackenhut Corrections of approximately $12.8 million in exchange for its right
to acquire four of the remaining five Initial Facilities from the Wackenhut
Lease Facility, resulting in a gain to Wackenhut Corrections of approximately
$12.8 million, of which approximately $3.2 million is attributable to the
Central Valley Facility, approximately $3.3 million is attributable to the
Golden State Facility, approximately $3.1 million is attributable to the Desert
View Facility and approximately $3.2 million is attributable to the Broward
Facility, (c) receipt by the Wackenhut Lease Facility of approximately $54.4
million in cash in exchange for the four Initial Facilities owned by it,
resulting in no gain to the Wackenhut Lease Facility, and (d) receipt by
Wackenhut Corrections of approximately $5.2 million in cash and receipt by the
Wackenhut Lease Facility of approximately $104.5 million in cash if the Company
elects to exercise its option to purchase the Option Facilities, (ii) receipt by
Dr. Zoley, George Wackenhut, Richard Wackenhut and other directors, officers and
employees of Wackenhut Corrections and its affiliates (other than Messrs. Jones
and Hogan) of options to purchase an aggregate of 480,000 Common Shares at a per
share purchase price equal to the Offering Price, (iii) Wackenhut
 
                                       20
   27
 
Corrections' release from approximately $54.4 million in guarantees resulting
from the use of the proceeds from the sale of the Initial Facilities to reduce
the outstanding balance under the Wackenhut Lease Facility, and (iv) Wackenhut
Corrections' potential profit from the operation of the Initial Facilities after
the payment of operating expenses, taxes and rent under the Lease. While all
options granted to officers and directors of Wackenhut Corrections will be
granted with an exercise price equal to the Offering Price, any appreciation in
the value of the underlying shares will result in a corresponding increase in
the value of the options. The potential for such increase in value may result in
conflicts of interest for such persons in simultaneously performing their duties
on behalf of both the Company and Wackenhut Corrections and there can be no
assurance that the decisions of such persons will reflect the best interests of
the Company and its shareholders.
 
LACK OF CONTROL OVER DAY-TO-DAY OPERATIONS OF THE FACILITIES
 
     To qualify as a REIT for federal income tax purposes, the Company may not
operate or participate in decisions affecting the operations of any of the
facilities acquired by it. Wackenhut Corrections will control the operations of
the Initial Facilities and, if acquired, the Option Facilities, each of which
will have an initial term of 10 years and three renewal terms of five years
each, exercisable by Wackenhut Corrections. Wackenhut Corrections will also
control the operations of the Future Facilities, if acquired. The Company will
not have the authority to require Wackenhut Corrections to operate the
Facilities in a particular manner or to govern any particular aspect of their
operation except as set forth in the Leases. Thus, even if the Company believes
Wackenhut Corrections is operating the Facilities inefficiently or in a manner
adverse to the Company's interests, the Company may not require Wackenhut
Corrections to change its method of operation. The Company is limited to seeking
redress only if Wackenhut Corrections violates the terms of any Lease, in which
case the Company's primary remedy is to terminate the relevant Lease or, in
certain circumstances, all of the Leases, and seek to recover damages from
Wackenhut Corrections. If a Lease is terminated, the Company will be required to
find another suitable lessee or risk losing its ability to elect or maintain
REIT status. There is also no assurance that the Company will be able to locate
a suitable replacement lessee or to attract such lessee, or that it could obtain
a rental rate comparable to that paid by Wackenhut Corrections under the related
Lease. See "Risk Factors-- Risks Associated with Permitted Subleases."
 
PRIVATIZED CORRECTIONS INDUSTRY RISKS
 
     The ownership of the Initial Facilities and, if acquired, the Option
Facilities and the Future Facilities is subject to operating risks generally
inherent in the correctional and detention industry. The ability of the
Company's initial lessee, Wackenhut Corrections, to operate successfully in this
industry depends on a number of factors, the most important of which is the
continuation of demand by governmental agencies for privatized correctional and
detention facilities. A deterioration in the demand for privatized correctional
and detention facilities or a worsening in Wackenhut Corrections' relationships
with governmental entities or the terms upon which Wackenhut Corrections
operates correctional and detention facilities, may adversely affect Wackenhut
Corrections' business. Neither the Company nor Wackenhut Corrections has any
control over whether governmental agencies will contract for private prison
services.
 
  LIMITED CONTRACT DURATION
 
     Correctional and detention facility operating agreements typically have
terms ranging from one to five years, which terms are shorter than the Leases,
and generally contain one or more renewal options for terms ranging from one to
two years. Only the contracting governmental agency may exercise a renewal
option and no assurance can be given that any agency will exercise a renewal
option in the future. Wackenhut Corrections is obligated to continue to make
payments under the Lease for a Facility even if the facility operating agreement
for such Facility is not renewed. There can be no assurance that Wackenhut
Corrections will be able to secure an alternate contract or an alternate source
of inmates under such circumstances. The non-renewal of a facility operating
agreement and inability to secure an alternate agreement or source of inmates
could materially and adversely affect Wackenhut Corrections' ability to make
lease payments to the Company.
 
  LIMITED AVAILABILITY OF ALTERNATE LESSEES
 
     There is a limited number of qualified correctional and detentional
facility operators available to replace Wackenhut Corrections upon expiration or
early termination of a Lease. If the Company elects to terminate a
 
                                       21
   28
 
Lease upon Wackenhut Corrections' failure to pay or other default under a Lease,
the contracting government entity is under no obligation to enter into a
facility operating agreement with a proposed replacement lessee. The Company's
ability to attract a replacement lessee therefore may be dependent on the
willingness of the government entity to contract with the replacement lessee for
correctional and detention facility services. Even if a replacement lessee is
identified and willing to lease the Facility, no assurance can be given that the
rental rate under the replacement lease will equal the rental rate payable to
the Company under the Lease with Wackenhut Corrections.
 
  RELIANCE UPON GOVERNMENT APPROPRIATIONS FOR PAYMENT UNDER AWARDED CONTRACTS
 
     Correctional and detention facility operating agreements are subject to
either annual or bi-annual governmental appropriations. A failure by a
governmental agency to receive such appropriations could result in termination
of the contract by such agency or a reduction of the management fee payable to
the facility operator. In addition, even if funds are appropriated, delays in
payments may occur which could negatively affect the lessee's cash flow.
Furthermore, the termination of a facility operating agreement by any
governmental entity may adversely affect Wackenhut Corrections' ability to make
lease payments to the Company.
 
  GOVERNMENTAL REGULATION: OVERSIGHT, AUDITS AND INVESTIGATIONS
 
     The correctional and detention business is highly regulated by a variety of
governmental authorities which continuously oversee correctional and detention
business and operations. For example, the contracting agency typically assigns
full-time, on-site personnel to a facility to monitor the facility operator's
compliance with contract terms and applicable regulations. Failure to comply
with contract terms or regulations could expose a facility operator to
substantial penalties, including the loss of a management contract. In addition,
changes in existing regulations could require the facility operator to modify
substantially the manner in which it conducts business and, therefore, could
have a material adverse effect on the facility operator. Additionally, facility
operating agreements give the contracting agency the right to conduct routine
audits of the facilities and operations. An audit involves a governmental
agency's review of the facility operator's compliance with the prescribed
policies and procedures established with respect to the facility. The facility
operator also may be subject to investigations as a result of an audit, an
inmate's complaint or other causes. The termination of a facility operating
agreement or modification of the standards for operation of a facility may
adversely affect a facility operator's ability to make rent payments to the
Company.
 
  POSSIBLE FLUCTUATIONS IN OCCUPANCY LEVELS
 
     A substantial portion of a correctional facility operator's revenues are
generated under facility operating agreements that specify a net rate per day
per inmate (the "Per Diem Rate") based upon occupancy levels (some facility
operating agreements provide for guaranteed minimum occupancy levels), while a
substantial portion of the facility operator's cost structure is fixed. Under a
Per Diem Rate structure, a decrease in occupancy rates could cause a decrease in
revenues and profitability. A facility operator is, therefore, dependent on
government agencies supplying the facilities with a sufficient number of inmates
to meet the facilities' design capacities. A failure to do so may cause the
facility operator to forgo revenues and income or delay recognition of revenues
and income to later periods. Any delay in the receipt of revenues from a
government entity may adversely affect a facility operator's ability to make
rent payments to the Company.
 
  LIMITED ACCEPTANCE OF PRIVATE PRISON OPERATION
 
     Management of correctional and detention facilities by private entities has
not achieved complete acceptance by either governmental entities or the public.
Some sectors of the federal government and some state governments are legally
unable to delegate their traditional management responsibilities for
correctional and detention facilities to private companies. The operation of
correctional and detention facilities by private entities is a relatively new
concept, is not widely understood by the public and has encountered resistance
from certain groups, such as labor unions, local sheriff's departments and
groups that believe correctional and detention facility operations should only
be conducted by governmental entities. Such resistance may cause a change in
government and public acceptance of privatized correctional and detention
facilities. In addition, changes in dominant political parties in any of the
markets in which a facility operator provides services could result in
significant changes to previously established views of privatization in such
markets. If any such events
                                       22
   29
 
were to materialize, the number of suitable investments which are available to
the Company could be substantially reduced.
 
  COMMUNITY OPPOSITION TO FACILITY LOCATION AND ADVERSE PUBLICITY
 
     A facility operator's success in obtaining new awards and contracts may
depend in part upon its ability to locate land that can be leased or acquired on
economically favorable terms by the facility operator or other entities working
with the facility operator in conjunction with the facility operator's proposal
to construct and/or operate a facility. Some locations may be in or near
populous areas and, therefore, may generate legal action or other forms of
opposition from residents in areas surrounding a proposed site. A facility
operator's business is subject to public scrutiny. As a result, in addition to
possible negative publicity about privatization in general, an escape, riot or
other disturbance at any privately-managed facility may result in publicity
adverse to the facility operator and the industry in general, which could
adversely affect the facility operator's business, including the renewal of the
governmental entity's contract and the availability of suitable investment
opportunities.
 
  POTENTIAL LEGAL PROCEEDINGS
 
     As an owner of real property, the Company may be subject to certain
proceedings relating to personal injury of persons occurring at the Facilities.
The Company may be held responsible under state laws for claims based on
personal injury to inmates, civil rights assertions by inmates or damage to
certain personal property improvements owned by the lessee. While the Company
has included provisions in its leases with Wackenhut Corrections and will seek
to include provisions in its leases with other operators providing for indemnity
against such claims, there can be no assurance that such indemnity provisions
will be upheld in all circumstances or that the Company will be able to collect
indemnification payments from Wackenhut Corrections or such other operators. The
indemnification obligations of Wackenhut Corrections or such other operators may
adversely affect the ability of such entity to make lease payments to the
Company. Furthermore, the failure of the Company to collect indemnity payments
could adversely affect the Company's ability to make expected distributions to
its shareholders.
 
LACK OF OPERATING HISTORY OF THE COMPANY
 
     The Company was organized in February 1998 and has no operating history.
Accordingly, there can be no assurance that the Company will be able to generate
sufficient revenue from operations to make anticipated distributions to its
shareholders. The Company also will be subject to the risks generally associated
with the formation of any new business and specifically to the risks associated
with the formation and operation of a REIT. Investors are advised that the
Company's management has no experience operating a REIT.
 
LIMITED OPERATING HISTORY OF THE FACILITIES
 
     Each of the Facilities has a limited operating history (with only three of
the Initial Facilities having an operating history of more than one year).
Accordingly, the acquisition of the Initial Facilities and, if acquired, the
Option Facilities and the Future Facilities, will be subject to general
investment risks associated with new real estate investments, including the risk
that such real estate investments may fail to perform in accordance with
expectations.
 
DEBT RISKS
 
  DEPENDENCE ON DEBT
 
     The Company intends to pursue a growth strategy which includes acquiring
correctional and detention facilities. Since substantially all of the net
proceeds from the Offering will be used to fund the purchase of the Initial
Facilities, there is no assurance that adequate funds will be available for the
acquisition of the Option Facilities or the Future Facilities. In this regard,
there is a risk that the Company will not have access to sufficient debt or
equity capital it may need to pursue its acquisition strategy. The Company may
need access to debt or equity capital for several reasons. First, the Company
generally cannot retain cash generated by
 
                                       23
   30
 
operating activities. See "Material Federal Income Tax Considerations." Second,
although the current debt policy (the "Debt Policy") of the Company is to
maintain a ratio of total consolidated indebtedness to total market
capitalization plus total consolidated debt (determined at the time the
borrowing occurs) of 50% or less, the Company's organizational documents,
however, do not contain any limitation on the amount or percentage of
indebtedness the Company may incur, and the Board of Trustees could alter or
eliminate the current Debt Policy. If the Debt Policy were changed or
eliminated, the Company could become more highly leveraged, resulting in an
increase in debt service, which could adversely affect the Company's Cash
Available for Distribution and its ability to make expected distributions to its
shareholders and result in an increased risk of default on the Company's
obligations. While the Company expects to enter into the Bank Credit Facility
following the Offering, there can be no assurance that the Bank Credit Facility
will close, or that the Bank Credit Facility will continue to be available to
the Company when needed. If the Company closes on the Bank Credit Facility, the
Company may, from time to time, incur indebtedness under such facility to
acquire any or all of the Option Facilities or Future Facilities. Accordingly,
since the Company generally cannot retain earnings, and the amount of debt that
it can incur is limited by the Debt Policy, the Company's ability to continue
making acquisitions will depend primarily on its ability to obtain additional
private or public equity financing. There is no assurance that such financing
will be available to the Company when needed.
 
  ADVERSE CONSEQUENCES OF DEBT AND RISKS OF LEVERAGE
 
     The Company expects that it will raise additional funds for its future
operations through debt financing. As a result of incurring debt, the Company
will be subject to the risks normally associated with debt financing, including
the risk that the Company's Funds from Operations will be insufficient to meet
the Company's debt service obligations and, to the extent that it cannot, the
risk that the Company may lose some or all of its assets, including any
Facilities that secure the Bank Credit Facility or other indebtedness, to
foreclosure. Economic conditions could result in higher interest rates, which
could increase debt service requirements on variable rate debt, such as the Bank
Credit Facility, and could reduce the amount of Cash Available for Distribution.
Adverse economic conditions could cause the terms on which borrowings become
available to the Company to be unfavorable. In such circumstances, if the
Company is in need of capital to repay indebtedness in accordance with its terms
or otherwise, it could be required to liquidate one or more investments in
certain of the Facilities, which may result in a financial loss to the Company.
If a Facility is mortgaged to secure payment of indebtedness, and the Company is
unable to meet mortgage payments, the Facility could be foreclosed upon or
otherwise transferred to the mortgagee with a consequent loss of income and
asset value to the Company. See "Policies and Objectives With Respect to Certain
Activities -- Financing Policies."
 
RISKS ASSOCIATED WITH PERMITTED SUBLEASES
 
     The provisions of certain existing facility operating agreements between
Wackenhut Corrections and the respective contracting governmental entities
afford the governmental entity the right to assume a lease of such facility (or
designate another facility operator to assume the lease of such facility) at a
fixed rental rate in the event of the early termination of the facility
operating agreement or upon the occurrence of certain events. In such instances,
Wackenhut Corrections has entered into a Sublease for the subject Facility with
WCCRE, a wholly-owned subsidiary of Wackenhut Corrections, with WCCRE as the
lessor and Wackenhut Corrections as the lessee. The contracting governmental
entity has the right to assume the rights of Wackenhut Corrections under such
Sublease on early termination of the facility operating agreement for the
relevant Facility. However, even if a government entity elects to exercise its
right to assume a sublease relating to a Facility, Wackenhut Corrections will
nevertheless remain liable to the Company under the Lease relating to such
Facility.
 
     In connection with the Formation Transactions, such Subleases will be in
effect with respect to the Broward Facility, the Golden State Facility, the
Desert View Facility, the Central Valley Facility and the McFarland Facility,
each an Initial Facility. In the case of the Michigan Youth Correctional
Facility (the "Michigan Facility") (an Option Facility), there will be a
Sublease in effect between Wackenhut Corrections and the State of Michigan. The
Company has agreed, as part of the Formation Transactions, to recognize and
 
                                       24
   31
 
leave undisturbed the rights of the governmental entities under the Subleases
with respect to the foregoing Facilities. The terms and provisions of any such
Subleases for Future Facilities must be acceptable to the Company. While
Wackenhut Corrections remains obligated to the Company for rental payments under
a Lease even if a government entity elects to assume a Sublease relating to a
Facility, no assurance can be given that Wackenhut Corrections will not default
under the Lease relating to such Facility, in which case, the Company would
nevertheless be obligated to continue to lease the relevant facility to the
governmental entity (or its designated replacement operator) under the terms of
the Subleases at a rental rate which may be less than the rental rate under the
Leases. In the case of the Subleases in effect with respect to the Initial
Facilities and the Michigan Facility, the aggregate amount by which the annual
rent payable under the Subleases would be less than the annual rent payable
under the Leases for the year 2008, the year in which the potential difference
between the annual rent payable under the Subleases and the Leases would be
greatest, would be approximately $1.0 million, assuming a Base Rent Escalation
of 4%.
 
     The provisions of the Sublease between Wackenhut Corrections and the State
of Michigan with respect to the Michigan Facility provides the State with the
option to purchase the Facility at any time after the first five years of the
term at a price equal to the replacement cost less depreciation, which purchase
price may be less than the fair market value of such facility at the time such
option is exercised. Wackenhut Corrections will agree in the Lease for this
Facility that in the event the purchase option is exercised and the purchase
price paid by the State of Michigan is less than the net book value of the
Michigan Facility, as shown on the Company's books and records, then Wackenhut
Corrections will pay the shortfall to the Company. There can be no assurance as
to the amount, if any, of any shortfall, or that Wackenhut Corrections will, at
the time of exercise, have the funds necessary to pay such shortfall to the
Company.
 
TAX RISKS
 
  FAILURE OF COMPANY TO QUALIFY AS A REIT
 
     The Company intends to operate so as to qualify as a REIT under the Code. A
REIT generally is not taxed at the corporate level on income it currently
distributes to its shareholders. Although the Company believes that it will be
so organized and will operate in such a manner, no assurance can be given that
the Company will qualify or remain qualified as a REIT. Qualification as a REIT
involves the application of highly technical and complex Code provisions for
which there are only limited judicial or administrative interpretations. The
determination of various factual matters and circumstances not entirely within
the Company's control may affect its ability to qualify as a REIT. In addition,
no assurance can be given that legislation, new regulations, administrative
interpretations or court decisions will not significantly change the tax laws
with respect to qualification as a REIT or the federal income tax consequences
of such qualification and such changes could have a retroactive effect. The
Company is relying on the opinion of its legal counsel, Akerman, Senterfitt &
Eidson, P.A., to the effect that, based upon various assumptions relating to the
organization and operation of the Company and representations made by the
Company as to certain factual matters, the Company's proposed method of
operation will enable it to meet the requirements for qualification and taxation
as a REIT. However, such opinion is not binding on the IRS or any court.
 
     If the Company were to fail to qualify as a REIT in any taxable year, the
Company would not be allowed a deduction for distributions to shareholders in
computing taxable income and would be subject to federal income tax (including
any applicable alternative minimum tax) on its taxable income at regular
corporate rates. Unless entitled to relief under certain statutory provisions,
the Company would also be disqualified from treatment as a REIT for the four
taxable years following the year during which qualification was lost. As a
result, the Cash Available for Distribution to the Company's shareholders would
be reduced for each of the years involved. In addition, to the extent that
distributions to shareholders were made in anticipation of the Company's
continued qualification as a REIT, the Company might be required to borrow funds
or liquidate certain of its assets to pay the applicable corporate income tax
(and interest thereon plus the amount, if any, of penalties) arising from the
Company's failure to maintain its status as a REIT. Although the Company
currently intends to operate in a manner designed to qualify as a REIT, it is
possible that future economic, market, legal or tax considerations may cause the
Company to fail to qualify as a REIT or may cause the Board of Trustees to
revoke the REIT election if the Board of Trustees and the holders of two-thirds
of all
 
                                       25
   32
 
outstanding shares of beneficial interest of the Company determine that such
factors make it no longer beneficial to qualify as a REIT. See "Policies and
Objectives with Respect to Certain Activities" and "Material Federal Income Tax
Considerations."
 
  ADVERSE EFFECTS OF REIT MINIMUM DISTRIBUTION REQUIREMENTS
 
     To obtain the favorable tax treatment accorded to REITs under the Code, the
Company generally will be required each year to distribute to its shareholders
at least 95% of its REIT taxable income. The Company will be subject to income
tax on any undistributed REIT taxable income and net capital gain, and to a 4.0%
nondeductible excise tax on the amount, if any, by which certain distributions
paid by it with respect to any calendar year are less than the sum of (i) 85.0%
of its ordinary income for the calendar year, (ii) 95.0% of its capital gain net
income for such year, and (iii) 100.0% of its undistributed income from prior
years.
 
     The Company intends to make distributions to its shareholders to comply
with the distribution provisions of the Code and to avoid federal income taxes
and the nondeductible 4.0% excise tax. The Company's income will consist
primarily of the Company's share of the income of the Operating Partnership, and
the Company's cash flow will consist primarily of its share of distributions
from the Operating Partnership. Differences in timing between the receipt of
income and the payment of expenses in arriving at taxable income (of the Company
or the Operating Partnership) and the effect of nondeductible capital
expenditures, the creation of reserves or required debt amortization payments
could require the Company to borrow funds through the Operating Partnership on a
short-term or long-term basis to meet the distribution requirements that are
necessary to continue to qualify as a REIT. In such circumstances, the Company
might need to borrow funds to avoid adverse tax consequences even if management
believes that the then prevailing market conditions generally are not favorable
for such borrowings or that such borrowings are not advisable in the absence of
such tax considerations.
 
     The Company, as general partner of the Operating Partnership, shall cause
the Operating Partnership to declare and pay quarterly, or more frequently as
determined by the Company, to its partners, including the Company, distributions
of Cash Available for Distribution of the Operating Partnership most of which
the Company intends to distribute to its shareholders. Such distributions will
be dependent on a number of factors, including the amount of the Operating
Partnership's Cash Available for Distribution, the Operating Partnership's
financial condition, any decision by the Company, as general partner, to
reinvest funds rather than to distribute such funds, the Operating Partnership's
capital expenditure requirements, the annual distribution requirements under the
REIT provisions of the Code and such other factors as the trustees deem
relevant. There is no assurance that the Company will be able to continue to
satisfy the annual distribution requirement so as to qualify as a REIT. See
"Material Federal Income Tax Considerations -- Taxation of the Company as a
REIT -- Requirements for Qualification."
 
  FAILURE OF THE OPERATING PARTNERSHIP TO QUALIFY AS A PARTNERSHIP
 
     If the IRS were to challenge successfully the status of the Operating
Partnership as a partnership for federal income tax purposes, the Operating
Partnership would be taxable as a corporation. In such event, the Company would
cease to qualify as REIT for federal income tax purposes. The imposition of a
corporate tax on the Operating Partnership, with a concomitant loss of REIT
status of the Company, would reduce substantially the amount of Cash Available
for Distribution. The Company is relying on the opinion of Akerman, Senterfitt &
Eidson, P.A. that, based upon various assumptions relating to the organization
and operation of the Operating Partnership and representations made by the
Company as to certain factual matters, the Operating Partnership will not be
taxable as a corporation. However, such opinion is not binding on the IRS or any
court. Moreover, there is no assurance that the Operating Partnership will not
become taxable as a corporation in the future whether by reason of a change in
factual matters or circumstances from those assumed as of the Offering or a
change in the tax laws by reason of legislation, new regulations, IRS
administrative interpretations or court decisions. See "Material Federal Income
Tax Considerations -- Tax Aspects of the Operating Partnership."
 
LACK OF APPRAISALS OF THE FACILITIES
 
     In establishing the purchase price of the Initial Facilities, no
independent appraisals were obtained and there can be no assurance that
independent appraisals will be obtained if the Company elects to purchase any
 
                                       26
   33
 
of the Option Facilities or the Future Facilities. Accordingly, there can be no
assurance that the price paid by the Company for the Initial Facilities does not
exceed the fair market value thereof or that the purchase price paid for any
Option Facilities or Future Facilities will not exceed the fair market value
thereof.
 
NO ASSURANCE AS TO VALUATION OF THE COMPANY AND THE COMMON SHARES
 
     The valuation of the Company has been determined based upon a
capitalization of the Company's estimated Cash Available for Distribution and
the other factors discussed under "Underwriting," rather than an asset-by-asset
valuation based on historical cost or current market value. This methodology has
been used because the Company's management believes it appropriate to value the
Company as an ongoing business rather than with the view to values that could be
obtained from a liquidation of the Company or of individual assets owned by the
Company. There can be no assurance that revenues generated by the Initial
Facilities and, if acquired, the Option Facilities and the Future Facilities,
will not decline and that future Cash Available for Distribution will be
sufficient to make expected distributions to the Company's shareholders. If
expected distributions are not made, the market price of the Common Shares
likely would be adversely affected.
 
RISKS RELATED TO DISTRIBUTION POLICY
 
     The Company's estimated initial annual distribution rate to shareholders is
90.1% of the Company's estimated Cash Available for Distribution. See
"Distributions." The Company's success in implementing its distribution policy
will depend significantly on the Company's ability to acquire additional
facilities at attractive prices. Internal growth through increases in revenues
from the Facilities is not expected to provide as much growth in Cash Available
for Distribution as will the acquisition, development or expansion of additional
facilities. There can be no assurance that Wackenhut Corrections or other
entities engaged in the private correctional and detention industry will develop
or acquire additional facilities to transfer to the Company. See "Risk
Factors -- Privatized Corrections Industry Risks." If the Company is unable to
acquire additional facilities from such entities at attractive prices, the
Company's ability to increase revenues and maintain or increase Cash Available
for Distribution per share may be adversely affected. Should actual Cash
Available for Distribution be less than estimated Cash Available for
Distribution, the Company may not be able to achieve and maintain its proposed
initial distribution rate. Any such failure to make expected distributions could
result in a decrease in the market price of the Common Shares.
 
DEPENDENCE ON KEY PERSONNEL
 
     The Company is dependent on the efforts of its trustees and executive
officers. In particular, the Company expects to utilize the industry knowledge,
experience and contacts of Dr. George Zoley, Chairman of the Company, and
Charles Jones, President and Chief Executive Officer and a trustee of the
Company. The loss of the services of either of these individuals could have a
material adverse effect on the Company. Specifically, if the Company were to
lose the services of either Dr. Zoley or Mr. Jones, it would lose the benefit of
their extensive knowledge of, and experience in, the correctional and detention
industry. Dr. Zoley will simultaneously serve as Vice Chairman and Chief
Executive Officer of Wackenhut Corrections and Chairman of the Company. In this
regard, there is a risk that time commitments which Dr. Zoley will face in his
capacities with Wackenhut Corrections, which pays his entire salary and bonus,
will reduce the time and level of services which he can provide to the Company.
 
POTENTIAL LIMITATIONS ON ALTERNATIVE ACQUISITION OPPORTUNITIES
 
     The Company's ongoing relationship with Wackenhut Corrections may
discourage other correctional and detention facility operators from offering to
sell facilities to the Company or from otherwise engaging in similar
sale/leaseback transaction with the Company. Such operators may take into
account to the Company's detriment (1) the substantial alignment of interests
between the Company and Wackenhut Corrections, (2) Wackenhut Corrections'
competitive interests to such operators, and (3) the overlap between trustees,
directors and officers of the Company and Wackenhut Corrections. The aforegoing
may have a material and adverse affect on the Company's access to opportunities
with operators other than Wackenhut Corrections.
 
                                       27
   34
 
LIMITATIONS ON THE OPERATIONAL FLEXIBILITY OF THE COMPANY
 
     Wackenhut Corrections will have a right of first refusal in the event the
Company obtains an acceptable third party offer to acquire an interest in any of
the Facilities. Pursuant to such right, prior to selling any interest in any
Facility, the Company must first offer to sell such Facility to Wackenhut
Corrections on the same terms and conditions contained in such third party
offer. If Wackenhut Corrections declines to purchase the Facility on such terms
and conditions, the Company will be free to sell such Facility for a specified
period of time on terms and conditions substantially consistent with those
offered to Wackenhut Corrections. No assurance can be given that Wackenhut
Corrections' right of first refusal will not have an adverse effect on the
Company's ability to resell the Facilities from time to time in the future or
the sales price the Company obtains for such facilities.
 
POTENTIAL ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF
MARYLAND LAW AND THE COMPANY'S DECLARATION OF TRUST AND BYLAWS
 
     Certain provisions of Maryland law and of the Declaration of Trust and the
Company's Bylaws, as they will be amended and restated contemporaneous with the
consummation of the Offering (the "Bylaws") may have the effect of discouraging
a third party from making an acquisition proposal for the Company and could
delay, defer or prevent a transaction or a change in control of the Company
under circumstances that could otherwise give the holders of Common Shares the
opportunity to realize a premium over the then prevailing market prices of the
Common Shares. Such provisions include the following:
 
  OWNERSHIP LIMIT NECESSARY TO MAINTAIN REIT QUALIFICATION
 
     In order for the Company to maintain its qualification as a REIT, not more
than 50% in value of the Company's outstanding shares may be owned, actually or
constructively, under the applicable attribution rules of the Code, by five or
fewer individuals (as defined in the Code) at any time during the last half of
any taxable year, other than the first taxable year for which the election to be
taxed as a REIT has been made. Furthermore, if any shareholder or group of
shareholders of Wackenhut Corrections owns, actually, indirectly or
constructively 10% or more in value of any class or series of capital stock of
the Company (including the Common Shares), Wackenhut Corrections could become a
Related Party Tenant (as hereinafter defined under the caption "Material Federal
Income Tax Considerations -- Taxation of the Company as a REIT -- Income Tests")
of the Company, which would result in loss of REIT status for the Company. In
order to protect the Company against the risk of losing REIT status due to the
concentration of ownership among its shareholders, the Declaration of Trust will
limit direct, indirect or constructive ownership (taking into account applicable
ownership provisions of the Code) of more than 9.8% of any class or series of
the Company's capital stock (including the Common Shares) by any person, subject
to certain limited exceptions (the "Ownership Limit"). See "Description of
Shares of Beneficial Interest -- Restrictions on Ownership." The Board of
Trustees could, by a two-thirds vote, waive this restriction with respect to a
particular shareholder if it were satisfied, based upon the advice of tax
counsel and other terms or conditions the Board of Trustees deems necessary or
advisable, that ownership by such shareholder in excess of the Ownership Limits
would not jeopardize the Company's status as a REIT and the Board of Trustees
otherwise decided such action would be in the best interests of the Company. The
Board of Trustees could determine not to waive this restriction, even where the
proposed ownership would not jeopardize the Company's status as a REIT, if the
Board of Trustees determines it to be in the best interests of the shareholders
in a takeover situation to prevent a person from acquiring more than 9.8% of any
class or series of the Company's capital stock (including the Common Shares),
notwithstanding the fact that such failure to waive the restriction could delay,
defer or prevent a transaction that might involve the receipt of a premium price
for the Common Shares. Actual or constructive ownership of Common Shares in
excess of the Ownership Limits will cause the violative transfer or ownership to
be void with respect to the transferee or owner as to that number of shares in
excess of the Ownership Limits and such shares will be automatically transferred
to a trust for the benefit of a person to whom an interest in the Common Shares
may be permissibly transferred. Such impermissible transferee shall have no
right to vote such shares or be entitled to distributions with respect to such
shares.
 
                                       28
   35
 
  SUPER-MAJORITY VOTE OF TRUSTEES
 
     The Bylaws will provide that a two-thirds vote of the Board of Trustees
shall be required to approve each of the following transactions: (i) any
transaction or series of transactions which result in (x) any person or group
acquiring 20% or more of the voting power of the Company's securities
(including, without limitation, the voting power of the Common Shares) or (y)
the owners of the voting power of the Company's securities (including, without
limitation, the voting power of the Common Shares) immediately prior to such
transaction(s) owning less than 80% of such voting power after giving effect to
such transaction(s); (ii) any amendment to the Declaration of Trust or the
Bylaws; (iii) any waiver or modification of the Company's prohibition of any
person or entity owning 9.8% of any class or series of the Company's capital
stock (including the Common Shares); and (iv) certain issuances of the Company's
capital stock. To the extent that one or more trustees of the Company who are
also directors, officers, employees of, or other persons who have a material
financial interest in, Wackenhut Corrections have the power to veto a change of
control of the Company, such could delay, defer or prevent a transaction that
might involve the receipt of a premium price for the Common Shares or otherwise
be in the best interests of the Company's shareholders.
 
  PREFERRED SHARES
 
     Pursuant to the Declaration of Trust the Board of Trustees is authorized
without the approval of the shareholders to issue up to 50,000,000 Preferred
Shares (as well as to increase the number of Preferred Shares) and to classify
any unissued Preferred Shares and establish the preferences, rights, and other
terms of such shares (including the right to vote and the right to convert into
Common Shares). See "Description of Shares of Beneficial Interest." Prior to the
issuance of any such shares, the Board of Trustees is required to set, subject
to the provisions of the Declaration of Trust regarding restrictions on
transfers of shares, the terms, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends or other distributions,
qualifications and terms or conditions of redemption of the shares. The Board of
Trustees could, but has no present plans to, establish a series of preferred
shares that could have the effect of delaying, deferring or preventing a tender
offer or a change in control of the Company that might involve a premium price
for the Common Shares or otherwise be in the best interests of the shareholders.
The Board of Trustees has the power, without shareholder approval, to classify
and reclassify any previously classified but unissued shares of the Company of
any class or series from time to time.
 
  STAGGERED BOARD
 
     The Board of Trustees will be divided into three classes of trustees as
nearly equal in size as practicable. The initial terms of the first, second and
third classes will expire in 1999, 2000 and 2001, respectively. Trustees of each
class will be chosen for three-year terms upon the expiration of the current
class terms, and, beginning in 1999 and each year thereafter, one class of
trustees will be elected by the shareholders. A trustee may be removed, with or
without cause, by the affirmative vote of two-thirds of the votes entitled to be
cast for the election of trustees, which super-majority vote requirement may
have the effect of delaying, deferring or preventing a change of control of the
Company. The staggered terms of trustees may reduce the possibility of a tender
offer or an attempt to change control of the Company even though a tender offer
or change in control might be in the best interests of the shareholders. See
"Certain Provisions of Maryland Law and of the Company's Declaration of Trust
and Bylaws -- Classification and Removal of Trustees."
 
  MARYLAND BUSINESS COMBINATION LAW
 
     Under the Maryland General Corporation Law, as it may be amended from time
to time (the "MGCL"), and as applicable to Maryland REITs, certain "business
combinations" (including certain issuances of equity securities) between a
Maryland REIT, such as the Company, and any person who beneficially owns 10% or
more of the voting power of the real estate investment trust's shares, or an
affiliate or associate of the real estate investment trust who at any time
within the two-year period prior to the date in question and after the date on
which the real estate investment trust had 100 or more beneficial owners of its
shares, was the beneficial owner of 10% or more of the voting power of the
then-outstanding voting shares of the real estate investment trust (an
"Interested Shareholder") or an affiliate thereof, are prohibited for five
                                       29
   36
 
years after the most recent date on which the Interested Shareholder became an
Interested Shareholder. Thereafter, any such business combination must be
approved by two super-majority votes of the holders of Common Shares unless,
among other conditions, the holders of Common Shares receive a minimum price (as
defined in the MGCL) for their shares and the consideration is received in cash
or in the same form as previously paid by the Interested Shareholder for its
shares. See "Certain Provisions of Maryland Law and of the Company's Declaration
of Trust and Bylaws -- Business Combinations."
 
  MARYLAND CONTROL SHARE ACQUISITION STATUTE
 
     In addition to certain provisions of the Declaration of Trust, the Maryland
control share acquisition statute, as applicable to Maryland REITs, may have the
effect of discouraging a third party from making an acquisition proposal for the
Company. The MGCL provides that Control Shares (as hereinafter defined) of a
Maryland REIT acquired in a Control Share Acquisition (as hereinafter defined)
have no voting rights except to the extent approved by a vote of two-thirds of
the votes eligible under the statute to be cast on the matter (i.e. excluding
all interested shares as defined in the control share acquisition statute).
Control Shares are voting shares, which, if aggregated with all other such
shares previously acquired by the acquiror or in respect of which the acquiror
is able to exercise or direct the exercise of voting power (except solely by
virtue of a revocable proxy), would entitle the acquiror to exercise voting
power in electing trustees within one of the following ranges of voting power:
(i) one-fifth or more but less than one-third, (ii) one-third or more but less
than a majority, or (iii) a majority of all voting power. Control Shares do not
include shares that the acquiring person is then entitled to vote as a result of
having previously obtained shareholder approval. A Control Share Acquisition
means the acquisition of Control Shares, subject to certain exceptions. If
voting rights are not approved at a meeting of shareholders then, subject to
certain conditions and limitations, the issuer may redeem any or all of the
Control Shares (except those for which voting rights have previously been
approved) for fair value. If voting rights for Control Shares are approved at a
shareholders' meeting and the acquiror becomes entitled to vote a majority of
the shares entitled to vote, all other shareholders may exercise appraisal
rights. The fair value of the shares as determined for purposes of such
appraisal rights may not be less than the highest price per share paid by the
acquiror in the Control Share Acquisition. A Control Share Acquisition could,
therefore, be impeded and the attempt of any such transaction could be
discouraged even if it were in the best interest of the Company's shareholders.
The Company has opted out of the control share provisions of the MGCL, as
applicable to Maryland REITs, in its Bylaws, but the Board of Trustees may,
without shareholder approval, elect for the Company to become subject to these
provisions of the MGCL in the future.
 
NO PRIOR MARKET FOR COMMON SHARES
 
     Prior to the Offering, there has been no public market for the Common
Shares. Although the Common Shares have been approved for listing on the NYSE,
subject to official notice of issuance, there can be no assurance that an active
trading market will develop or be sustained or that the Common Shares may be
resold at or above the Offering Price. The Offering Price has been determined
through negotiations between the Company and the Underwriters and may not be
indicative of the market price for the Common Shares after the Offering. See
"Underwriting."
 
CHANGES IN INVESTMENT AND FINANCING POLICIES WITHOUT VOTE OF SHAREHOLDERS
 
     The Board of Trustees determines the Company's investment and financing
policies with respect to certain activities, including its growth,
capitalization, distribution and operating policies. The current Debt Policy of
the Company is to maintain a ratio of total consolidated indebtedness to total
market capitalization plus total consolidated debt (determined at the time the
borrowing occurs) of 50% or less. However, the Company's organizational
documents do not contain any limitation on the amount or percentage of
indebtedness the Company may incur and the Board of Trustees could alter or
eliminate such Debt Policy without a vote of the Company's shareholders.
Although the Board of Trustees has no present intention to amend or revise these
policies, the Board of Trustees may do so at any time. See "Policies and
Objectives With Respect to Certain Activities -- Investment Policies" and
" -- Financing Policies."
 
                                       30
   37
 
ADVERSE EFFECT OF INCREASE IN INTEREST RATES ON PRICE OF COMMON SHARES
 
     One of the factors that may influence the price of the Common Shares in
public trading markets will be the annual yield from distributions by the
Company on the Common Shares as compared to yields on certain financial
instruments. Thus, an increase in market interest rates will result in higher
yields on certain financial instruments, which could adversely affect the market
price of the Common Shares.
 
FACTORS AFFECTING MARKET PRICE
 
     The market price of the Common Shares could be subject to significant
fluctuations in response to variations in quarterly and yearly operating
results, the success of the Company's business strategy, general trends in the
correctional and detention industry, competition, changes in the laws affecting
the Company and other factors. The price of the Common Shares in public markets
may also be affected by the amount of the annual distributions paid by the
Company relative to the price paid for the Common Shares. In addition, the stock
market in recent years has experienced price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of
affected companies. These fluctuations may adversely affect the market price of
the Common Shares.
 
ERISA RISKS
 
     Depending upon the particular circumstances of the plan, an investment in
the Common Shares may not be an appropriate investment for an employee benefit
plan subject to Title I of the Employee Retirement Income Act of 1974, as
amended ("ERISA"), a qualified plan or individual retirement accounts and
individual retirement annuities (collectively, "IRAs"). In deciding whether to
purchase Common Shares, a fiduciary of a plan subject to Title I of ERISA, in
consultation with its advisors, should carefully consider its fiduciary
responsibilities under ERISA, the prohibited transaction rules of ERISA and the
Code, and the effect of the "plan asset" regulations issued by the U.S.
Department of Labor. In addition, the fiduciary of an IRA or of a qualified plan
not subject to Title I of ERISA (e.g., a governmental or church plan) should
consider, in consultation with its advisors, the application of the prohibited
transaction provisions of the Code and the types of investments that are
authorized by the appropriate governing documents and/or applicable state law.
See "ERISA Considerations."
 
REAL ESTATE INVESTMENT RISKS
 
  GENERAL
 
     Investments in the Initial Facilities and any additional correctional and
detention facilities in which the Company may invest in the future are subject
to risks typically associated with investments in real estate. Such risks
include the possibility that the Initial Facilities and, if acquired, the Option
Facilities and Future Facilities, will generate total rental rates lower than
those anticipated or will yield returns lower than those available through
investment in comparable real estate or other investments. Revenue from the
Initial Facilities and, if acquired, the Option Facilities and Future
Facilities, and yields from investments in such facilities may be affected by
many factors, including changes in government regulation, general or local
economic conditions, the available local supply of prison beds and a decrease in
the need for prison beds.
 
  VALUATION AND LIQUIDITY RISKS
 
     Real estate investments are relatively illiquid. The ability of the Company
to vary its portfolio in response to changes in economic and other conditions
will be limited. Because management believes it is appropriate to value the
Company as an ongoing business rather than through liquidation values of the
Company or the Facilities, the valuation of the Company has been determined
primarily based upon a capitalization of the Company's estimated Cash Available
for Distribution and other factors discussed under "Underwriting," rather than
on the basis of each Facility's cost or appraised value. See "Underwriting." If
the Company must sell an investment, there can be no assurance that the Company
will be able to dispose of it in the time period it desires or that the sale
price of any investment will recoup or exceed the amount of the Company's
investment, particularly given the limited alternate uses of the Facilities.
 
                                       31
   38
 
  ACQUISITION AND EXPANSION RISKS
 
     The Company intends to pursue acquisitions of additional correctional and
detention facilities and, under appropriate circumstances, may pursue expansion
of existing facilities. Acquisitions entail risks that investments will fail to
perform in accordance with expectations and that estimates of the cost of
improvements necessary to acquire such facilities will prove inaccurate, as well
as general investment risks associated with any new real estate investment. New
project development is subject to numerous risks, including risks of
construction delays or cost overruns that may increase project costs, new
project commencement risks such as receipt of zoning, occupancy and other
required governmental approvals and permits and the incurrence of development
costs in connection with projects that are not pursued to completion. The fact
that the Company must distribute 95.0% of REIT taxable income in order to
maintain its qualification as a REIT may limit the Company's ability to rely
upon lease income from the Initial Facilities or, if acquired, the Option
Facilities or the Future Facilities, to finance acquisitions or new
developments. As a result, if debt or equity financing were not available on
acceptable terms, further acquisition or development activities might be
curtailed or Cash Available for Distribution might be adversely affected.
 
  RISKS ASSOCIATED WITH PARTNERSHIP AND JOINT VENTURE PROPERTY OWNERSHIP
STRUCTURES
 
     The Company may also participate with other entities in correctional or
detention facility ownership through joint ventures or partnerships in the
future. Partnership or joint venture investments may, under certain
circumstances, involve risks not otherwise present, including the possibility
that the Company's partners or co-venturers might become insolvent, that such
partners or co-venturers might at any time have economic or other business
interests or goals which are inconsistent with the business interests or goals
of the Company and that such partners or co-venturers may be in a position to
take action contrary to the Company's instructions or requests, or contrary to
the Company's policies or objectives, including the Company's policy with
respect to maintaining its qualification as a REIT. The Company will, however,
seek to maintain sufficient control of such partnerships or joint ventures to
permit the Company's business objectives to be achieved. There is no limitation
under the Company's organizational documents as to the amount of funds that may
be invested in partnerships or joint ventures.
 
  ENVIRONMENTAL MATTERS
 
     Operating costs may be affected by the obligation to pay for the cost of
complying with existing environmental laws, ordinances and regulations, as well
as the cost of future legislation. Under various federal, state and local
environmental laws, ordinances and regulations, a current or previous owner or
operator of real property may be liable for the costs of removal or remediation
of hazardous or toxic substances on, under or in such property. Such laws often
impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of such hazardous or toxic substances. The cost of
complying with environmental laws could materially adversely affect Cash
Available for Distribution. Phase I environmental assessments have been obtained
for each of the Initial Facilities and Option Facilities. The purpose of a Phase
I environmental assessment is to identify potential environmental contamination
that is made apparent from historical reviews of facilities, review of certain
public records, visual investigations of the sites and surrounding properties,
toxic substances and underground storage tanks. The Phase I environmental
assessment reports which have been obtained to date have not revealed any
environmental contamination that the Company believes would have a material
adverse effect on the Company's business, assets, results of operations or
liquidity, nor is the Company aware of any such liability. Nevertheless, it is
possible that these reports do not reveal all environmental liabilities or that
there are material environmental liabilities of which the Company is unaware. In
addition, environmental conditions on properties owned by the Company may affect
the operation or expansion of facilities located on the properties.
 
  UNINSURED LOSSES
 
     The Leases require Wackenhut Corrections to maintain insurance with respect
to each of the Facilities. Wackenhut Corrections carries comprehensive
liability, fire, earthquake, flood (for certain Facilities) and extended
insurance coverage with respect to such properties with policy specifications
and insurance limits
                                       32
   39
 
customarily carried for similar properties. There are, however, certain types of
losses which may be either uninsurable or not economically insurable. See
"Leases." The Company will obtain new title insurance policies for each of the
Initial Facilities in connection with the Offering. There is no assurance,
however, that the amount of title insurance coverage for any Initial Facility
will accurately reflect the current value of such Initial Facility or that title
losses would be completely covered by such insurance. Subject to the terms of
the Leases, should an uninsured loss occur, the Company could lose both its
capital invested in, and anticipated profits from, one or more of the Initial
Facilities. In the opinion of management of the Company, the Initial Facilities
are adequately insured in accordance with industry standards.
 
                                       33
   40
 
                                  THE COMPANY
 
GENERAL
 
     The Company was formed in February 1998 as a Maryland real estate
investment trust to capitalize on the growing trend toward privatization in the
corrections industry. The principal business strategy of the Company is to
acquire correctional and detention facilities from both private prison operators
and governmental entities and to lease such facilities to experienced
correctional and detention facility operators under long-term, non-cancelable
triple-net leases. The Company intends to operate as a REIT and will be one of
only two publicly-traded REITs which focus on the acquisition and ownership of
correctional and detention facilities.
 
     The Company will, in connection with the consummation of the Offering,
enter into a series of agreements with Wackenhut Corrections, a leading domestic
and international developer of privitized correctional and detention facilities,
which will provide it access to acquisition opportunities in the industry. The
Company will use approximately $113.0 million of the net proceeds of the
Offering to acquire each of the eight Initial Facilities currently operated by
Wackenhut Corrections for the applicable Initial Facility Purchase Price
thereof. The Initial Facilities are located in five states and have an aggregate
design capacity of 3,154 beds. The Company will also have the option to acquire
the three additional Option Facilities which are currently under development by
Wackenhut Corrections during the applicable Option Facility Option Period for
the applicable Option Facility Purchase Price. The Option Facilities are located
in three states and are expected to have an aggregate design capacity of 2,256
beds. In addition, the Company will be granted the right to acquire each of the
Future Facilities during the applicable Future Facility Option Period for the
applicable Future Facility Purchase Price, subject to certain limited exceptions
where the sale or transfer of ownership of a facility is restricted under the
applicable facility operating agreement or governmentally-assisted financing
arrangements. The Company's right to acquire Future Facilities from Wackenhut
Corrections pursuant to the Right to Purchase Agreement will continue for 15
years after consummation of the Offering, so long as there are any lease
contracts in force between the Company and Wackenhut Corrections. The Initial
Facilities and Option Facilities include all of the correctional and detention
facilities which Wackenhut Corrections presently owns or has the right to
acquire, with the exception of two facilities for which Wackenhut Corrections
has previously granted an option to purchase to the contracting governmental
entity. See "The Facilities -- The Excluded Facilities." It is not currently
contemplated that Wackenhut Corrections or its affiliates will provide any
administrative or other services to the Company.
 
     In order to qualify as a REIT, the Company may not operate correctional and
detention facilities. As a result, the Company will lease each of the Initial
Facilities and, if acquired, each of the Option Facilities to Wackenhut
Corrections (which will continue to operate such Facilities) pursuant to the
Leases, which will require Wackenhut Corrections to pay all operating expenses,
taxes, insurance and other costs. Each of the Leases will provide for an initial
term of 10 years and may generally be extended by Wackenhut Corrections for
three additional five-year terms at fair market rental rates to be mutually
agreed upon by the Company and Wackenhut Corrections or, in the absence of such
an agreement, as determined by binding arbitration. The Leases provide for a
base rent equal to 9.5% of the Initial Facility Purchase Price or the Option
Facility Purchase Price, as applicable, and annual rent escalations equal to the
Base Rent Escalation. Wackenhut Corrections will not, under its arrangements
with the Company, be restricted from leasing properties (domestic or foreign)
from parties other than the Company.
 
     While the Company intends to initially focus its acquisition activities on
facilities that are owned and operated by Wackenhut Corrections, the Company may
also pursue other opportunities, including acquisitions and leasebacks of, or
financings for, correctional and detention facilities owned and operated by
various governmental entities and private operators other than Wackenhut
Corrections. Management believes that the privatized corrections industry has
the potential for substantial growth in the United States due to increases in
the inmate population, decreases in the availability of public funding for new
correctional and detention facilities and a growing acceptance of the trend
toward privatization in the corrections industry. Management believes that
recent statistics illustrate this trend. According to the Bureau of Justice
Statistics, the inmate population in federal, state and local facilities in the
United States has grown from 501,886 in 1980 to 1,646,020 in 1996, representing
an increase of approximately 228%. In addition, according to the Bureau of
                                       34
   41
 
Justice Statistics, as of December 31, 1996, state prison systems reported
operating at approximately 16% to 24% overcapacity and the federal corrections
system reported operating at approximately 25% overcapacity resulting in an
increase in the number of beds under management or construction at secure adult
privatized correction and detention facilities in the United States during 1996
from 57,609 to 77,584, representing an increase of approximately 35%. In
addition, according to the Privatization Reports, the number of beds under
private management in the United States is estimated to be 276,455 by the year
2001, representing an increase of approximately 256% from 1996. The Company
believes that it is well-positioned to capitalize on these favorable industry
fundamentals due to (i) the corrections industry knowledge, experience and
contacts of members of its Board of Trustees and management team, (ii) its
relationship and contractual arrangements with Wackenhut Corrections which,
among other things, provides the Company with access to Wackenhut Corrections'
experienced management team and investment opportunities, and (iii) its access
to capital as a publicly-traded company. The Company is, however, limited by
management's inexperience in managing and operating REITs.
 
     The Company is managed by an experienced Board of Trustees and management
team, including Dr. George Zoley, Chairman of the Company and Vice Chairman and
Chief Executive Officer of Wackenhut Corrections, and Charles Jones, President,
Chief Executive Officer and a trustee of the Company. Dr. Zoley and Mr. Jones
have 16 and 12 years experience, respectively, in the privatized corrections
industry. Although Dr. Zoley, Mr. Jones and Patrick Hogan, the Vice President
and Chief Financial Officer of the Company, will manage the Company's day-to-day
operations and negotiate future acquisitions, any such transactions with
Wackenhut Corrections will be subject to approval by the Company Independent
Committee. Dr. Zoley and Mr. Jones, as the only trustees of the Company prior to
the consummation of the Offering, coordinated the formation of the Company with
the cooperation of Wackenhut Corrections.
 
     The Company has obtained a commitment from NationsBank, N.A. for the $100
million Bank Credit Facility, which may be used to finance the acquisition of
additional correctional and detention facilities (including the Option
Facilities and the Future Facilities), the expansion of existing facilities and
for working capital requirements. Upon consummation of the Offering, the Company
will have no outstanding indebtedness. The Company believes that its lack of
indebtedness, coupled with financing that is expected to be available through
the Bank Credit Facility, will provide it with significant financial resources
to pursue correctional and detention facility acquisition and expansion
opportunities, including the acquisition of some or all of the Option
Facilities.
 
     The Company was formed as a Maryland real estate investment trust in
February 1998. The Company's principal executive offices are located at, and its
mailing address is, Gardens Plaza, Suite 430, 3300 PGA Boulevard, Palm Beach
Gardens, Florida 33410. The Company's telephone number is (561) 691-6624.
 
BUSINESS AND GROWTH STRATEGIES
 
     The Company's primary business objectives are to maximize current returns
to shareholders through increases in Cash Available for Distribution and to
increase long-term total returns to shareholders through appreciation in the
value of the Common Shares. The Company intends to achieve these objectives by
(i) pursuing investment opportunities with private prison operators and
governmental entities for the acquisition of correctional and detention
facilities, (ii) working with tenants to identify opportunities to expand
existing and newly acquired facilities and (iii) structuring the Leases to
include rent escalation provisions which provide for annual increases in rent.
 
  Acquisition Opportunities
 
     The Company believes that, because of the increasing demand for additional
prison beds and the lack of public funds available to finance new facilities,
attractive opportunities exist to acquire or develop correctional and detention
facilities from or on behalf of private prison owners and operators and various
government entities. The Company believes it has a competitive advantage in the
acquisition of new correctional and detention facilities due to (i) its
relationship and contractual arrangements with Wackenhut Corrections (which
among other things provides the Company access to Wackenhut Corrections'
experienced management team and the option to acquire any of the Option
Facilities, and, with certain limited exceptions, the
 
                                       35
   42
 
right to acquire any of the Future Facilities), (ii) the corrections industry
knowledge, experience and contacts of its Board of Trustees and management team
and (iii) its access to significant capital resources as a publicly-traded
company.
 
     In addition to the possible acquisition of the Option Facilities, the
Company intends to acquire from both private prison owners and operators and
governmental entities additional correctional and detention facilities that meet
its investment guidelines, as described herein. The primary source of private
correctional facilities will initially be facilities operated by Wackenhut
Corrections. The Company has the right to acquire and lease back to Wackenhut
Corrections each of the Future Facilities during the applicable Future Facility
Option Period. However, notwithstanding Wackenhut Corrections' significant
presence in the correctional and detention industry, less than 5% of all adult
prison beds in the United States are privately managed. Management believes that
as Wackenhut Corrections and the private prison management industry continue to
grow, opportunities will exist to acquire additional private correctional
facilities from Wackenhut Corrections on attractive terms. See "Risk
Factors -- Privatized Corrections Industry Risks."
 
     The Company also believes that attractive opportunities exist to acquire or
develop correctional facilities from or on behalf of other private prison owners
and operators and various governmental entities. Historically, government
entities have used various methods of construction financing to develop new
correctional and detention facilities, including but not limited to the
following: (i) one-time general revenue appropriations by the government agency
for the cost of the new facility, (ii) general obligation bonds that are secured
by either a limited or unlimited tax levied by the issuing government entity or
(iii) lease revenue bonds secured by an annual lease payment that is subject to
annual or bi-annual legislative appropriation of funds. Many jurisdictions are
operating their correctional and detention facilities at well above their rated
capacities, and as a result are under a federal court order to alleviate prison
overcrowding within a certain time period. These jurisdictions are often not in
a position to appropriate funds or obtain financing to construct a new
correctional or detention facility because of other fiscal demands or
requirements for public approval. Accordingly, the Company believes that, in an
attempt to address fiscal pressures of matching revenue collections with
projected expenses, many such government entities have been and will be forced
to consider private ownership with respect to the development of new
correctional and detention facilities and sale-leaseback transactions or other
financing alternatives with respect to existing correctional and detention
facilities. Management believes that such situations will enable the Company to
acquire and develop correctional or detention facilities from and on behalf of
governmental agencies at all levels, including those which might not be the
subject of a private management contract. In pursuing such opportunities, the
Company expects to utilize the corrections industry knowledge, experience and
contacts of its Board of Trustees and management team. For a discussion of the
general investment guidelines and specific criteria which the Company may
consider in making a specific investment decision, see "Policies and Objectives
with Respect to Certain Activities -- Investment Policies."
 
  Expansion Opportunities
 
     The Company also believes that there may be opportunities for selective
expansion of its existing correctional facilities which could result in
increased cash flows and property values. The Company intends to provide
expansion space as needed by its tenants and expects that such expansion of its
facilities will result in correspondingly higher rental payments. Wackenhut
Corrections has, to date, undertaken expansion of five of the correctional and
detention facilities owned or operated by it. However, there has been no
expansion of any of the Initial Facilities. Except for an approximately 10,000
square foot expansion of one or more of the Desert View, Golden State and
Central Valley Facilities to accommodate a governmentally-assisted private
industry sponsored jobs program, which will be financed by the governmental
entity or the private industry participant with no financial commitment from
Wackenhut Corrections, no expansion of any of the Initial Facilities is
currently planned.
 
  Rent Escalations
 
     The Leases provide for a stable source of cash flow and opportunities to
participate in future growth in revenues. The base rent for the first year for
each Initial Facility is initially set at a fixed amount equal to 9.5%
 
                                       36
   43
 
of the Initial Facility Purchase Price. Thereafter, minimum rent will escalate
by the Base Rent Escalation. However, there can be no assurance that such
contractual escalations will be realized due to certain factors, including
changing circumstances and the possible renegotiation of the Leases.
 
THE BANK CREDIT FACILITY
 
     To ensure that the Company has sufficient liquidity to conduct its
operations, the Company has obtained a commitment from NationsBank, N.A. for the
$100 million Bank Credit Facility. The Bank Credit Facility will have a term of
five years, and will be used primarily to finance the acquisition of, and
investment in, correctional and detention facilities, expansion of existing
facilities and for general working capital needs. The Bank Credit Facility will
be secured by the Company's facilities, and will permit aggregate borrowings of
up to 50% of the lesser of the aggregate of the historical cost of the Company's
facilities or the aggregate of the appraised value of such facilities (the
"Total Value"). Under the terms of the Bank Credit Facility, the Company will be
restricted from paying dividends in excess of the lesser of 95% of Funds from
Operations in any calendar year or 100% of funds available for distribution in
any calendar quarter. Borrowings under the Bank Credit Facility are expected to
bear interest at a variable rate equal to (subject to certain exceptions): (w)
LIBOR plus 125 basis points if the Company's total outstanding indebtedness is
less than 25% of the Total Value; (x) LIBOR plus 150 basis points if the
Company's total outstanding indebtedness is greater than 25% but less than or
equal to 35% of the Total Value; (y) LIBOR plus 175 basis points if the
Company's total outstanding indebtedness is greater than 35% but less than or
equal to 40% of the Total Value, and (z) LIBOR plus 200 basis points if the
Company's total outstanding indebtedness is greater than 40% of the Total Value
but less than or equal to 50% of the Total Value; in each case, calculated based
on interest periods of one, two, three or six months at the option of the
Operating Partnership. Economic conditions could result in higher interest
rates, which could increase debt service requirements on borrowings under the
Bank Credit Facility and which could, in turn, reduce the amount of Cash
Available for Distribution. Upon the closing of the Bank Credit Facility, the
Company will be subject to a loan fee of approximately $1.25 million. The
closing of the Bank Credit Facility is subject to the satisfaction of customary
conditions, including the negotiation and execution of customary loan documents.
Accordingly, there can be no assurance that the Bank Credit Facility will close
or that it will close on the terms set forth in its commitment from NationsBank,
N.A. NationsBank N.A. has also agreed in connection with the issuance of its
commitment for the Bank Credit Facility to provide the $10 million Interim
Credit Facility to the Company under substantially the same terms and conditions
as the Bank Credit Facility. The Interim Credit Facility will mature on the
earlier to occur of the closing of the Bank Credit Facility or 120 days after
consummation of the Offering.
 
THE OPERATING PARTNERSHIP
 
     Upon completion of the Offering, the Company will, directly and indirectly,
acquire a 100% interest in the Operating Partnership, a Delaware limited
partnership. The Company will hold a 1% general partnership interest and a 98%
limited partnership interest in the Operating Partnership. Through CPT LP, the
Company will own a 1% limited partnership interest in the Operating Partnership.
Following the completion of the Offering and the Formation Transactions,
substantially all of the Company's assets will be held by, and its operations
conducted through, the Operating Partnership, which will lease them to Wackenhut
Corrections. The Company is the sole general partner of the Operating
Partnership and will have the exclusive power under the Partnership Agreement to
manage and conduct the business of the Operating Partnership. The limited
partners of the Operating Partnership (the "Limited Partners") will generally
have only limited consent rights. The Board of Trustees will manage the affairs
of the Company by directing the affairs of the Operating Partnership.
 
     The Company's limited and general partner interests in the Operating
Partnership will entitle it to share in cash distributions from, and in the
profits and losses of, the Operating Partnership in proportion to the Company's
percentage interest therein and will entitle the Company to vote on
substantially all matters requiring a vote of the Limited Partners. Upon the
completion of the Offering, the Company's direct and, through CPT LP, indirect
percentage interest, will be 100% and evidenced by units of partnership interest
which will approximate the number of outstanding Common Shares.
 
                                       37
   44
 
     After the completion of the Offering and the Formation Transactions, the
Operating Partnership expects to make regular quarterly cash distributions to
its partners, including the Company and CPT LP, in proportion to their
percentage interests (i.e., the number of units) in the Operating Partnership.
The Company will, in turn, pay cash distributions to its shareholders in an
amount per Common Share equal to the amount distributed by the Operating
Partnership per unit.
 
     The Operating Partnership was organized to facilitate the tax-advantaged
acquisition of additional correctional and detention facilities from private
owners, although the Company has no present plan to acquire any particular
facility. In the event the Company undertakes such an acquisition, it is
contemplated that the owner of such a facility would become a Limited Partner in
the Operating Partnership and would be issued units of limited partnership
interests under the Operating Partnership, representing an equal undivided
fractional share of each item of the Operating Partnership's income, gain, and
loss and in distribution of the Operating Partnership's assets (the "Units," and
the holder thereof, a "Unitholder") therein as the consideration, in whole or in
part, for the Unitholder's transfer of the facility to the Operating
Partnership. It is also contemplated that the Unitholder would be given the
right after a period of time to exchange Units in the Operating Partnership for
cash based upon their fair market value or, at the Company's option, for Common
Shares on a one-for-one basis. It is also contemplated that substantially all
the Company's assets may be owned indirectly through the Operating Partnership
so that one Unit in the Operating Partnership would generally correspond
economically to one Common Share. In order to accomplish such objective, and
while the Company has no present plan to issue Units to a private prison owner,
the current structure using the Operating Partnership is being utilized in
connection with the Formation Transactions, rather than the Company taking title
to the Initial Facilities, in order to avoid in the future a re-transfer of the
Initial Facilities to such a partnership, and the incurrence at that time of
associated transfer and other costs, which would likely be necessary or
advisable in order to offer a private owner a tax-advantaged acquisition
vehicle. Currently, the Company and CPT LP are the only partners in the
Operating Partnership and possess the power unilaterally to amend and restate
the Partnership Agreement (as hereinafter defined). The Company does not intend
to use the Operating Partnership (or any partnership which is owned by the
Operating Partnership (the "Subsidiary Partnership") as a vehicle for
tax-advantaged acquisitions unless it receives an opinion of tax counsel to the
Company that such use would not result in the disqualification of the Company as
a REIT, including an opinion that the Operating Partnership (or any Subsidiary
Partnership) would not be treated for federal income tax purposes as an
association taxable as a corporation or a publicly-traded partnership.
 
                                USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of the Common Shares offered
hereby are estimated to be approximately $113.8 million ($131.1 million if the
Underwriters' over-allotment option is exercised in full) after deduction of the
underwriting discounts and commissions and estimated Offering expenses. Such net
proceeds will be contributed to the Operating Partnership in exchange for the
Company's 100% interest therein. The Operating Partnership will subsequently use
the net proceeds received from the Company as follows: (i) approximately $113.0
million will be used to purchase the eight Initial Facilities and (ii) the
remaining amount of approximately $779,000 will be used for working capital. If
the Underwriters' over-allotment option to purchase 930,000 Common Shares is
exercised in full, the Company expects to use the additional net proceeds (which
will be approximately $17.3 million) either for general corporate purposes or
for the possible future acquisition of additional correctional or detention
facilities consistent with the Company's investment policies, including the
Option Facilities and the Future Facilities. Of the approximately $113.0 million
used to purchase the Initial Facilities, approximately $54.4 million will be
used to repay outstanding indebtedness incurred in connection with the financing
of correctional and detention facilities under the Wackenhut Lease Facility,
which is guaranteed in part by Wackenhut Corrections. The interest rate on this
indebtedness is LIBOR plus 150 to 250 basis points, depending on fixed charge
coverage ratios, and the maturity date is December 18, 2000.
 
                                       38
   45
 
     Pending the described uses, the remaining net proceeds may be invested in
mutual funds which invest in REITs, short-term investment grade instruments,
interest bearing bank accounts, certificates of deposit, money market
securities, U.S. government securities or mortgage-backed securities guaranteed
by Federal agencies.
 
                                 DISTRIBUTIONS
 
     Subsequent to the Offering, the Company intends to pay regular quarterly
distributions to its shareholders. The Board of Trustees, in its sole
discretion, will determine the actual distribution rate based on the Company's
actual results of operations, economic conditions, tax considerations (including
those related to REITs) and other factors. The Company's first distribution, for
the period from the closing of the Offering through June 30, 1998, is expected
to be approximately $0.246 per Common Share, representing a pro rata
distribution of the anticipated regular quarterly distribution of approximately
$0.35 per Common Share for a full quarter, which on an annualized basis will
represent an anticipated distribution of $1.40 per share, or approximately 7.0%
of the Offering Price. The Company does not expect to change its estimated
initial distribution per Common Share if the Underwriters' over-allotment option
is exercised.
 
     The distribution described above is expected to represent approximately
90.1% of the Company's estimate of the Cash Available for Distribution for the
twelve months following the consummation of the Offering. The Company's estimate
of the Cash Available for Distribution for the twelve months following the
consummation of the Offering was determined by adding (i) the Company's estimate
of the Funds from Operations for the year ended December 31, 1997, based upon
the pro forma contractual rental income and related real estate depreciation for
the two Initial Facilities that were operational for the full year ended
December 31, 1997 (the Aurora and McFarland Facilities) and the four Initial
Facilities that were operational for a portion of the year ended December 31,
1997 (the Queens, Central Valley, Desert View and Golden State Facilities); (ii)
the Company's estimate of the amount necessary to annualize the sum of the
contractual rental income, net of related real estate depreciation, and the
Company's estimate of the related real estate depreciation, for the year ended
December 31, 1997, for the four Initial Facilities (the Queens, Central Valley,
Desert View and Golden State Facilities) that were operational for some portion
of such year, based upon the contractual rental income payable on account of
such facilities; and (iii) an amount equal to the sum of the Company's estimate
of the contractual rental income, net of related real estate depreciation, and
the Company's estimate of the related real estate depreciation for the two
Initial Facilities (the Broward and Karnes Facilities) that became operational
during February 1998, based upon the contractual rental income payable on
account of such facilities. None of the Initial Facilities were owned or
operated by the Company and none of the Leases were in effect prior to
consummation of the Offering. All such Initial Facilities were operated by
Wackenhut Corrections prior to consummation of the Offering. The estimate of
Cash Available for Distribution is being made solely for the purpose of setting
the initial distribution and is not intended to be a forecast of the Company's
results of operations or liquidity, nor is the methodology upon which such
adjustments were made necessarily intended to be a basis for determining future
distributions.
 
                                       39
   46
 
     The following unaudited table describes the calculation of the Company's
estimate of the Cash Available for Distribution for the twelve months following
the consummation of the Offering (amounts in thousands except per share data and
percentages):

                                                           
Pro forma net income for the year ended December 31, 1997...  $  542
Plus: Pro forma real estate depreciation for the year ended
  December 31, 1997(1)......................................     567
                                                              ------
Estimated Funds from Operations for the year ended December
  31, 1997(2)...............................................   1,109
  Plus: Annualization of contractual rental income, net of
     related real estate depreciation, for the year ended
     December 31, 1997(3)...................................   4,340
  Plus: Annualization of real estate depreciation for the
     year ended December 31, 1997(4)........................   1,364
  Plus: Estimated contractual rental income, net of related
     real estate depreciation, from Initial Facilities not
     operational during year ended December 31, 1997(5).....   2,448
  Plus: Real estate depreciation related to Initial
     Facilities not operational during year ended December
     31, 1997(6)............................................     693
                                                              ------
Estimate of Funds from Operations for the twelve months
  following the consummation of the Offering................   9,954
  Less: Net effect of straight-line rents(7)................    (555)
  Plus: Pro forma amortization of non-cash
     compensation(8)........................................     240
                                                              ------
Estimate of Cash Available for Distribution for the twelve
  months following the consummation of the Offering(9)......  $9,639
                                                              ======
Estimate of initial annual distribution.....................  $8,680
                                                              ======
  Estimate of initial annual distribution per share(10).....  $ 1.40
                                                              ======
  Payout ratio based on estimated Cash Available for
     Distribution(11).......................................    90.1%
                                                              ======

- ---------------
 
 (1) Represents the sum of (i) pro forma real estate depreciation for the
     Initial Facilities which were operational during the entire year ended
     December 31, 1997 (the Aurora and McFarland Facilities), and (ii) the pro
     forma real estate depreciation for the Initial Facilities which were
     operational for some portion of the year ended December 31, 1997 (the
     Queens, Central Valley, Golden State and Desert View Facilities) for that
     portion of the year during which such Initial Facilities were operational,
     based on the estimated useful life of the facilities of 40 years.
 (2) Estimated Funds from Operations does not represent cash generated from
     operating activities (determined in accordance with GAAP) and should not be
     considered as an alternative to net income (determined in accordance with
     GAAP), as an indication of the Company's performance or to cash flows from
     operating activities (determined in accordance with GAAP), as a measure of
     liquidity or as an indication of the Company's ability to make
     distributions. Management believes Funds from Operations is helpful to
     investors as a measure of the performance of an equity REIT because, along
     with cash flows from operating activities, financing activities and
     investing activities, it provides investors with an understanding of the
     ability of the Company to incur and service debt and make capital
     expenditures. Funds from Operations, as defined by NAREIT, means net income
     (loss), computed in accordance with GAAP, excluding significant
     non-recurring items, gains (or losses) from debt restructuring and sales of
     property, plus depreciation and amortization on real estate assets, and
     after adjustments for unconsolidated partnerships and joint ventures. The
     Company computes Funds from Operations in accordance with the NAREIT
     definition. The Company's estimate of Funds from Operations are not
     comparable to Funds from Operations reported by other REITs that do not
     define the term using the current NAREIT definition or that interpret the
     current NAREIT definition differently than does the Company. The Company
     believes that in order to facilitate a clear understanding of the operating
     results of the Company, the Company's estimate of Funds from Operations
     should be examined in conjunction with net income as presented in the
     combined financial statements and information included elsewhere in this
     Prospectus. Pro forma cash flows from financing activities for the year
     ended December 31, 1997 consists primarily of estimated proceeds of
     $113,820 from the Offering. Pro forma cash flows used in investing
     activities for the year ended December 31, 1997 consists primarily of the
     purchase of the Initial Facilities for $113,041.
 (3) Represents the Company's estimate of the amount necessary to annualize
     contractual rental revenues, net of the estimated real estate depreciation
     referenced in footnote (4) below, from leases for the four Initial
     Facilities (the Queens, Central Valley, Golden State and Desert View
     Facilities) that were operational for a portion of the year ended December
     31, 1997.
 (4) Represents the Company's estimate of the amount necessary to annualize the
     real estate depreciation for the four Initial Facilities (the Queens,
     Central Valley, Golden State and Desert View Facilities) that were
     operational for a portion of the year ended December 31, 1997.
 (5) Represents the Company's estimate of the contractual rental revenues, net
     of the estimated real estate depreciation referenced in footnote (6) below,
     from new leases for the two Initial Facilities (the Broward and Karnes
     Facilities) that opened during February 1998.
 (6) Represents the Company's estimate of the real estate depreciation for the
     two Initial Facilities (the Broward and Karnes Facilities) that commenced
     operations in February 1998.
 (7) The net effect of straight-line rents represents the effect of adjusting
     straight-line rental income from accrual basis under GAAP to a cash basis.
 (8) Pro forma amortization of non-cash compensation represents the value of
     options granted to non-employees recorded in accordance with the provisions
     of Statement of Financial Accounting Standards ("SFAS") No. 123.
 (9) To estimate Cash Available for Distribution, Funds from Operations were
     adjusted (a) without giving effect to any changes in working capital
     resulting from changes in current assets and current liabilities (which
     changes are not anticipated to be material) or the amount of cash estimated
     to be used for (i) development, acquisition and other activities and (ii)
     financing activities, (b) for
                                       40
   47
 
     certain known events and/or contractual commitments that may have occurred
     during the period but would not have been in effect for the full year and
     (c) for certain non-GAAP adjustments consisting of an estimate of amounts
     anticipated for recurring tenant improvements and capital expenditures. The
     estimate of Cash Available for Distribution is being made solely for the
     purpose of setting the initial distribution rate and is not intended to be
     a projection or forecast of the Company's results of operations or its
     liquidity, nor is the methodology upon which such adjustments were made
     necessarily intended to be a basis for determining future distributions.
(10) Represents the expected initial distribution per Common Share multiplied by
     the 6,200,000 Common Shares to be outstanding upon completion of the
     Offering.
(11) Represents the anticipated initial aggregate distribution divided by Cash
     Available for Distribution.
 
     The Company believes that its estimated Cash Available for Distribution
constitutes a reasonable basis for setting the initial distribution rate on the
Common Shares and intends to maintain its initial distribution rate for the 12
months following the Offering unless actual results from operations, economic
conditions or other factors differ from the assumptions used in its estimate.
The actual return that the Company will realize and the amount available for
distributions to shareholders will be affected by a number of factors, including
the revenues received from the Initial Facilities and, if acquired, the Option
Facilities and the Future Facilities, the operating expenses of the Company, the
interest expense incurred on its borrowings and unanticipated capital
expenditures. No assurance can be given that the Company's estimate will prove
accurate. In addition, Results of Operations do not purport to represent the
actual results that can be expected for future periods. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
 
     The Company anticipates that Funds from Operations will exceed earnings and
profits due to non-cash expenses, primarily depreciation and amortization,
expected to be incurred by the Company. Distributions by the Company to the
extent of its current or accumulated earnings and profits for federal income tax
purposes will be taxable to shareholders as ordinary dividend income.
Distributions in excess of earnings and profits generally will be treated as a
non-taxable reduction of the shareholder's basis in the Common Shares to the
extent thereof, and thereafter as capital gain. Distributions treated as a
non-taxable reduction in basis will have the effect of deferring taxation until
the sale of a shareholder's Common Shares. The Company does not intend to reduce
the expected initial distribution per share if the Underwriters' over-allotment
option is exercised. Based on the Company's estimated results of operations for
the tax year ended December 31, 1998, the Company estimates that approximately
15% to 20% of the anticipated initial annual distribution to shareholders with
respect to that tax year (assuming a full twelve months of operation) would
represent a return of capital for federal income tax purposes and that the
Company would have been required to distribute $7.0 million or $1.12 per share
with respect to such tax year in order to maintain its status as a REIT. These
dollar estimations will be reduced on a pro rata basis to reflect the fact the
closing of the Offering will occur during the tax year ended December 31, 1998,
and thus, will not reflect a 12-month tax year. If actual Funds from Operations
or taxable income vary from these amounts, the percentage of distributions may
vary substantially in future years. For a discussion of the tax treatment of
distributions to holders of Common Shares, see "Material Federal Income Tax
Considerations -- Taxation of Taxable Domestic Shareholders" and "-- Taxation of
Non-Domestic Shareholders." In order to qualify to be taxed as a REIT, the
Company must make annual distributions to shareholders of at least 95% of its
REIT taxable income (determined by excluding any net capital gain), which the
Company anticipates will be less than its share of Funds from Operations. Under
certain circumstances, the Company may be required to make distributions in
excess of Cash Available for Distribution in order to meet such distribution
requirements. In such a case, the Company may find it necessary to arrange for
short-term (or possible long-term) borrowings or to raise funds through the
issuance of Preferred Shares or additional Common Shares.
 
     Future distributions by the Company will be at the discretion of the Board
of Trustees and will depend on the actual Funds from Operations of the Company,
its financial condition, capital requirements, the annual distribution
requirements under the REIT provisions of the Code (see "Material Federal Income
Tax Considerations -- Taxation of the Company as a REIT -- Requirements for
Qualification"), and such other factors as the Board of Trustees deems relevant.
See "Risk Factors -- Changes in Investment and Financing Policies Without Vote
of Shareholders."
 
                                       41
   48
 
                                 CAPITALIZATION
 
     The following table sets forth the capitalization of the Company as of
February 20, 1998, (i) after giving effect to the Formation Transactions, and
(ii) as adjusted to reflect the sale by the Company of the 6,200,000 Common
Shares offered hereby and the application of the estimated net proceeds
therefrom as described under "Use of Proceeds." The information set forth in the
following table should be read in conjunction with the financial statements and
notes thereto, the financial information and notes thereto included elsewhere in
this Prospectus and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

                                                                 FEBRUARY 20, 1998
                                                              -----------------------
                                                              ACTUAL   AS ADJUSTED(1)
                                                              ------   --------------
                                                              (DOLLARS IN THOUSANDS)
                                                                 
Note Payable................................................   $ --       $     --
Shareholders' equity:
  Preferred shares, $.001 par value, 50,000,000 shares
     authorized, no shares issued and outstanding...........     --             --
  Common shares, $.001 par value, 150,000,000 shares
     authorized, 1,000 shares issued and outstanding;
     6,200,000 shares, as adjusted, issued and
     outstanding(2).........................................     --              6
  Additional paid-in capital................................      3        113,814
                                                               ----       --------
          Total shareholders' equity........................      3        113,820
                                                               ----       --------
          Total capitalization..............................   $  3       $113,820
                                                               ====       ========

- ---------------
 
(1) Excludes the 1,000 founder's shares issued in connection with the formation
    of the Company which will be redeemed at cost in connection with the
    consummation of the Offering. See "The Formation Transactions."
(2) Does not include 620,000 Common Shares reserved for issuance under the
    Employee Incentive Plan or 55,000 Common Shares reserved for issuance under
    the Non-Employee Trustee Option Plan, of which 590,000 Common Shares will be
    subject to outstanding options upon the consummation of the Offering. See
    "Management -- Employee Incentive Plan" and "-- Non-Employee Trustee Option
    Plan."
 
                                       42
   49
 
                     SUMMARY SELECTED FINANCIAL INFORMATION
 
     The following table sets forth (i) summary historical financial information
for the Company and (ii) unaudited selected pro forma financial information for
the Company. The pro forma operating information is presented as if the Offering
had occurred as of the beginning of the period indicated and therefore
incorporates certain assumptions that are included in the Notes to Pro Forma
Statements of Operations. The pro forma balance sheet information is presented
as if the Offering had occurred on February 20, 1998. The pro forma information
does not purport to represent what the Company's financial position or results
of operations actually would have been had the Offering, in fact, occurred on
such date or at the beginning of the period indicated, or to project the
Company's financial position or results of operations at any future date or for
any future period.
 
                                       43
   50
 
                         CORRECTIONAL PROPERTIES TRUST
 
                     SUMMARY SELECTED FINANCIAL INFORMATION

                                                                  PRO FORMA
                                                              -----------------
                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                               (IN THOUSANDS,
                                                              EXCEPT PER SHARE
                                                                    DATA)
                                                                 (UNAUDITED)
                                                           
PRO FORMA STATEMENT OF OPERATIONS:
Revenue:
  Rental income(1)..........................................       $ 2,449
Costs and expenses:
  Operating and administrative(2)(3)........................         1,340
  Provision for depreciation(4).............................           567
                                                                   -------
          Total costs and expenses..........................         1,907
                                                                   -------
Net income..................................................       $   542
                                                                   =======
Net income per share:
  Basic.....................................................       $  0.09
  Diluted...................................................          0.09
Weighted average number of shares outstanding(5):
  Basic.....................................................         6,200
  Diluted...................................................         6,200

                                                                  PRO FORMA          HISTORICAL
                                                                    AS OF               AS OF
                                                              FEBRUARY 20, 1998   FEBRUARY 20, 1998
                                                              -----------------   -----------------
                                                                 (UNAUDITED)
                                                                            
BALANCE SHEET DATA:
Notes payable(3)............................................      $     --            $     --
Real estate before accumulated depreciation.................       113,041                  --
Total assets................................................       113,820                   3
Shareholders' equity........................................       113,820                   3

- ---------------
 
                NOTES TO SUMMARY PRO FORMA FINANCIAL INFORMATION
 
(1) Rental income from Wackenhut Corrections recorded in accordance with the
    terms of the Leases as if the leases for two of the Initial Facilities (the
    Aurora Facility and the McFarland Facility) had commenced January 1997, one
    (the Queens Facility) had commenced June 1997, and three (the Central Valley
    Facility, the Golden State Facility and the Desert View Facility) had
    commenced December 1997. The Company intends to classify and account for the
    Leases as operating leases to Wackenhut Corrections in accordance with the
    provisions of Statement of Financial Accounting Standards No. 13 "Accounting
    for Leases."
(2) Recurring administrative expenses of the Company, including franchise and
    excise taxes, are based upon management's estimates of operating and
    administrative costs. Salaries were determined taking into account expected
    salary levels of employees. Other expenses were determined by evaluating
    similar expenses for other public companies.
(3) The Company has obtained a commitment from NationsBank, N.A. to provide the
    $100 million Bank Credit Facility. The Company will only obtain the Bank
    Credit Facility if the Company elects to purchase the Option Facilities or
    to make other acquisitions. Upon such election, the Company expects to incur
    debt issuance costs of approximately $1.25 million. Such costs will be
    capitalized and subsequently amortized over the expected term of the loan
    upon closing of the Bank Credit Facility. Accordingly, no financing costs
    have been capitalized in the accompanying Pro Forma Balance Sheet and no
    amortization expense has been recognized in the Pro Forma Statement of
    Operations.
(4) Depreciation expense on fixed assets purchased from Wackenhut Corrections
    based on the estimated useful lives of the Facilities of 40 years.
(5) Weighted average shares outstanding includes Common Shares sold in the
    Offering as if such shares were outstanding for the entire period and
    excludes the 1,000 founder's shares which will be redeemed in connection
    with the Offering.
 
                                       44
   51
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
GENERAL
 
     The Company was organized as a Maryland real estate investment trust in
February 1998, and intends to make an election to qualify under the Code as a
REIT commencing with its taxable year ending December 31, 1998. Substantially
all of the Company's initial revenues are expected to be derived from (i) rents
received under triple-net leases of correctional and detention facilities, and
(ii) interest earned from the temporary investment of funds in short-term
instruments. With respect to Leases for the Initial Facilities, the rent for the
first year is initially set at a fixed amount and will increase each year by the
Base Rent Escalation.
 
     The Company will incur operating and administrative expenses including,
principally, compensation expense for its executive officers and other
employees, office rental and related occupancy costs and various expenses
incurred in the process of acquiring additional properties. The Company will be
self-administered and managed by its executive officers and staff, and will not
engage a separate advisor or pay an advisory fee for administrative or
investment services, although the Company will engage legal, accounting, tax and
financial advisors from time to time.
 
     The primary non-cash expense of the Company will be the depreciation of its
correctional and detention facilities. The Company expects to depreciate
buildings and improvements over a 40-year period for both tax and financial
reporting purposes.
 
     The Company also expects to leverage its portfolio of real estate equity
investments and will incur long and short-term indebtedness, and related
interest expense, from time to time. See "Risk Factors -- Debt Risks."
 
     The Company intends to make distributions to its shareholders in amounts
not less than the amounts required to maintain REIT status under the Code and,
in general, in amounts exceeding taxable income. The Company's ability to make
distributions will depend upon its Cash Available for Distribution.
 
RESULTS OF OPERATIONS
 
     The Company has had no operations through the date of this Prospectus. The
Company's future results of operations will depend upon the acquisition of the
Initial Facilities and other properties, including the Option Facilities and the
Future Facilities, and the terms of any subsequent investments the Company may
make.
 
PRO FORMA RESULTS OF OPERATIONS
 
     The Company estimates that after giving effect to the Offering and the
acquisition of the Initial Facilities, pro forma revenues would be approximately
$2.4 million for the year ended December 31, 1997. Pro Forma net income would be
approximately $0.5 million or approximately $0.09 per share for the year ended
December 31, 1997. Depreciation would be approximately $0.6 million for the year
ended December 31, 1997.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company anticipates that its initial working capital and cash from
operations, together with the Bank Credit Facility anticipated to be available
to the Company following the consummation of the Offering, will provide adequate
liquidity to conduct its operations, fund administrative and operating costs,
interest payments and acquisitions and allow distributions to the Company's
shareholders in accordance with the Code's requirements for qualification as a
REIT and to avoid any corporate level federal income or excise tax.
 
     In order to qualify as a REIT for federal income tax purposes, the Company
will be required to make substantial distributions to its shareholders. The
following factors, among others, will affect Funds from Operations and will
impact the decisions of the Board of Trustees regarding distributions: (i)
scheduled increases in base rent under the Leases with respect to the
Facilities, and (ii) returns from short-term investments pending application of
the net proceeds of the Offering. Although the Company will receive most
 
                                       45
   52
 
of its rental payments on a monthly basis, it intends to make distributions
quarterly. Amounts accumulated for distribution will be invested by the Company
in short-term money market instruments.
 
     Under the terms of the Leases, Wackenhut Corrections is responsible for all
operating expenses and taxes, including property and casualty insurance relating
to the Initial Facilities. See "The Facilities" and "Leases." As a result of
these arrangements, the Company does not believe it will be responsible for any
major expenses in connection with the Initial Facilities during the terms of the
respective Leases. The Company anticipates entering into similar leases with
respect to additional properties, including the Option Facilities and the Future
Facilities. After the terms of the respective leases expire, or in the event a
lessee is unable to meet its obligations, the Company anticipates that any
expenditures it might become responsible for in maintaining the facilities will
be funded by cash from operations and, in the case of major expenditures,
possibly by borrowings. To the extent that unanticipated expenditures or
significant borrowings are required, the Company's Cash Available for
Distribution and liquidity may be adversely affected.
 
     The Company has obtained a commitment for the $100 million Bank Credit
Facility, which is expected to close following the Offering and which will be
used to finance the acquisition of additional correctional and detention
facilities (including the Option Facilities and the Future Facilities), to
expand the Facilities and for general working capital requirements. The Company
has also obtained a commitment for the Interim Credit Facility.
 
     Other than the $113.0 million purchase of the Initial Facilities, the
Company has no commitments with respect to other capital expenditures. However,
the Company has options to acquire each of the Option Facilities during the
applicable Option Facility Option Period for the Option Facility Purchase Price
thereof. In addition, the Company has the right to acquire each of the Future
Facilities during the applicable Future Facility Option Period for the Future
Facility Purchase Price thereof.
 
     The Company may raise additional long-term capital by issuing, in public or
private transactions, equity or debt securities, but the availability and terms
of any such issuance will depend upon the market and other conditions. The
Company anticipates that as a result of its lack of debt and its Debt Policy, it
will be able to obtain financing for its long-term capital needs. However, there
can be no assurance that such additional financing or capital will be available
on terms acceptable to the Company. The Company may, under certain
circumstances, borrow additional amounts in connection with the renovation or
expansion of the Initial Facilities, the acquisition of additional properties,
including the Option Facilities and Future Facilities or, as necessary, to meet
certain distribution requirements imposed on REITs under the Code. See "Policies
and Objectives with Respect to Certain Activities -- Investment Policies" and
" -- Financing Policies."
 
     Acquisitions will be made subject to the investment objectives and policies
to maximize both current income and long-term growth in income described
elsewhere in this Prospectus. The Company's liquidity requirements with respect
to future acquisitions may be reduced to the extent the Company uses Common
Shares or Units as consideration for such purchases.
 
FUNDS FROM OPERATIONS
 
     Funds from Operations does not represent cash generated from operating
activities (determined in accordance with GAAP) and should not be considered as
an alternative to net income (determined in accordance with GAAP), as an
indication of the Company's performance or of cash flows from operating
activities (determined in accordance with GAAP), as a measure of liquidity or as
an indication of the Company's ability to make distributions. Management
believes Funds from Operations is helpful to investors as a measure of the
performance of an equity REIT because, along with cash flows from operating
activities, financing activities and investing activities, it provides investors
with an understanding of the ability of the Company to incur and service debt
and make capital expenditures. Funds from Operations is calculated as net income
(loss) (computed in accordance with GAAP), excluding significant non-recurring
items, gains (or losses) from debt restructuring and sales of property, plus
real estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. The Company computes Funds from
Operations in accordance with standards approved by the NAREIT Board of
Governors in March 1995, which may differ from the methodology for calculating
Funds from Operations utilized by other equity REITs, and,
                                       46
   53
 
accordingly, may not be comparable to such other REITs. Further, Funds from
Operations does not represent amounts available for management's discretionary
use because of needed capital replacement or expansion, debt service
obligations, or other commitments and uncertainties. The Company believes that
in order to facilitate a clear understanding of the results of operations of the
Facilities and the Company, Funds from Operations should be examined in
conjunction with the income (loss) as presented in the Summary Financial
Information included elsewhere in this Prospectus. Funds from Operations should
not be considered as an alternative to net income (determined in accordance with
GAAP) as an indication of the Company's financial performance or to cash flows
from operating activities (determined in accordance with GAAP) as a measure of
the Company's liquidity, nor is it indicative of funds available to fund the
Company's cash needs, including its ability to make distributions.
 
INFLATION
 
     Management believes that inflation should not have a material adverse
effect on the operating expenses of the Company because such expenses are
relatively insignificant as a percentage of revenues. Because the Bank Credit
Facility is expected to provide for a variable interest rate, inflation could
have a material adverse effect on the Company's interest expense if interest
rates increase substantially during any year. Accordingly, when appropriate,
based on the then current interest rates, management may seek to replace the
Bank Credit Facility with a credit facility that provides for a fixed interest
rate.
 
                                       47
   54
 
                      THE PRIVATIZED CORRECTIONS INDUSTRY
 
     The Company believes that the privatized corrections industry in the United
States is in a period of significant growth. The corrections industry as a whole
has experienced considerable growth since 1980, which the Company believes is
due in part to rising incarceration rates and longer prison sentences. According
to the Bureau of Justice Statistics, the inmate population in federal, state and
local facilities in the United States has increased from 501,886 in 1980 to
1,646,020 in 1996, representing an increase of approximately 228% and the rate
of incarceration has grown from 212 inmates per 100,000 individuals in 1983 to
618 inmates per 100,000 individuals in 1996, representing an increase of
approximately 192%. At the end of 1996, one in every 163 United States residents
was housed in a federal, state or local correctional or detention facility. The
total federal state and local inmate population increased between 1980 and 1996
at a compounded annual growth rate of approximately 7.7%.
 
     According to the Bureau of Justice Statistics, as of December 31, 1996,
state prison systems were operating at approximately 16% to 24% overcapacity and
the federal corrections system was operating at approximately 25% overcapacity.
Furthermore, the Company believes that the overcrowding in United States'
correctional and detention facilities will be exacerbated by the perceived
public demand for longer prison sentences and prison terms for juvenile
offenders.
 
     The Company believes that this problem of overcapacity has forced
governmental entities to seek more cost-effective means of housing inmates.
Governmental entities responsible for correctional and detention facilities have
therefore increasingly looked to privatized facilities in an attempt to address
these mounting pressures. According to the Privatization Reports, during the
period from 1984 to 1996, the number of beds under management at privatized
correctional and detention facilities in the United States increased to 77,584,
with the majority of this growth occurring since 1989. During 1996, the number
of beds under management or construction at privatized correctional and
detention facilities in the United States increased from 57,609 to 77,584,
representing an increase of 35%. Notwithstanding this growth, the 77,584 beds
under management at privatized corrections facilities in the United States in
1996 represented less than 5% of all adult prison beds in the United States.
 
     According to the Privatization Reports, as of December 31, 1996, 27 United
States jurisdictions (including the District of Columbia and Puerto Rico) had
awarded management contracts to private prison operators. There were, as of such
date, a total of 118 facilities with a design capacity of 77,584 beds under
private contract in the United States, of which Wackenhut Corrections had under
contract or award 29 facilities having an aggregate design capacity of 21,143
beds. As of March 26, 1998, Wackenhut Corrections had 46 correctional and
detention facilities under contract or award, 37 of which were in operation,
with an aggregate design capacity of 22,540 beds and an average occupancy rate
of 96%, for the period from December 29, 1997 through March 29, 1998, and 9 of
which were under development, with an aggregate design capacity of 6,456 beds.
The Company believes that this rapid privatization has been fueled by federal,
state and local agencies, all of which are responsible for various types of
correctional and detention facilities. Federal agencies have privatized INS
detention facilities and United States Marshal detention facilities. State
agencies have privatized state prisons, community corrections facilities,
chemical dependency treatment centers, intermediate sanction facilities,
juvenile offender facilities, pre-release centers, work program facilities and
state jail facilities. Local agencies have privatized city jail facilities and
transfer facilities.
 
     In the early stages of the privatized corrections industry, government
agencies continued to finance and own correctional and detention facilities and
sought private operators to manage the facilities. In the face of an increasing
demand for beds and rising fiscal pressures, many of these governmental agencies
are increasingly requiring private operators to develop, finance and own the
facilities themselves. The Company believes that the privatization of
correctional and detention facilities provides governmental entities with a
means of financing projects that would otherwise be funded by bond financing,
thereby permitting such governmental entities to allocate a larger portion of
their capital raising capacity to other public projects (i.e., schools, roads,
infrastructure, etc.). With some correctional and detention facilities costing
well over $50 million, the Company believes that only those private operators
with access to significant sources of capital will be able to continue competing
for such projects. In this regard, the Company believes that its relationship
and contractual arrangements with Wackenhut Corrections present unique growth
opportunities.
 
                                       48
   55
 
     Management believes that the demand for privately-owned facilities may grow
for reasons independent of the expected expansion of the private prison
management industry. In an attempt to address the fiscal pressures of matching
revenue collections with projected expenses, many governmental entities have
been and will continue to be forced to consider private ownership in connection
with the development of new correctional and detention facilities and
sale/leaseback and other financing arrangements with respect to existing
facilities.
 
                                       49
   56
 
                       WACKENHUT CORRECTIONS CORPORATION
 
GENERAL
 
     Wackenhut Corrections is a leading developer and manager of privatized
correctional and detention facilities in the United States and abroad. Wackenhut
Corrections was founded in 1984 by Dr. George Zoley as a division of The
Wackenhut Corporation, a leading provider of professional security services, to
capitalize on emerging opportunities in the private correctional services
market. According to the Privatization Reports, Wackenhut Corrections is the
second largest provider of privatized correctional and detention services in the
United States and the largest provider of such services abroad, based on the
number of beds under management. As of March 26, 1998, Wackenhut Corrections had
46 correctional and detention facilities under contract or award, of which 37
were in operation with an aggregate design capacity of 22,540 beds and an
average occupancy rate of 96% for the period from December 29, 1997 through
March 28, 1998, and of which 9 were under development with an aggregate design
capacity of 6,456 beds. Of the 37 facilities currently operated by Wackenhut
Corrections, three are owned by Wackenhut Corrections and four are owned by the
Wackenhut Lease Facility (all of which are included in the Initial Facilities),
and the remainder of which are owned by the contracting governmental entity or
are financed through governmentally-assisted financing arrangements. Of the nine
facilities currently under development by Wackenhut Corrections, five are owned
by the Wackenhut Lease Facility which is guaranteed in part by Wackenhut
Corrections (three of which are included in the Option Facilities and two of
which are subject to a purchase option previously granted to the contracting
governmental entity) and the balance are owned by the contracting governmental
entity or are financed through governmentally-assisted arrangements.
 
     Wackenhut Corrections offers governmental entities a comprehensive range of
correctional and detention facility management services, ranging from individual
consulting projects to the integrated design, development and management of such
facilities. In addition to providing the fundamental residential services
relating to the security of facilities and the detention and care of inmates
(i.e., food service, laundry service, etc.), Wackenhut Corrections has built a
reputation as an effective provider of a wide array of in-facility
rehabilitative and educational programs, such as chemical dependency counseling
and treatment, basic education and job and life skills training. Additionally,
Wackenhut Corrections is continuously seeking to expand into complementary
services such as work release programs, youth detention services and prisoner
transport services. Wackenhut Corrections believes that its experience in
delivering a full range of high quality correctional and detention facility
management services on a cost-effective basis to government agencies provides
such agencies strong incentives to choose Wackenhut Corrections when awarding
new contracts or renewing existing contracts.
 
     Wackenhut Corrections aggressively pursues business opportunities by
responding to RFPs issued by various government agencies. A typical RFP requires
bidders to provide detailed information, including, but not limited to, the
service to be provided by the bidder, its experience and qualifications, and the
price at which the bidder is willing to provide the services (which services may
include the renovation, improvement or expansion of an existing facility or the
planning, design and construction of a new facility). As of March 26, 1998,
Wackenhut Corrections had outstanding written responses to RFPs for eight
projects with an aggregate design capacity of 3,450 beds. While Wackenhut
Corrections was awarded contracts for 41% of the beds for which it has submitted
RFP responses during 1997, there can be no assurance that Wackenhut Corrections
will be successful in winning any of the management contracts relating to the
RFPs for which it has outstanding written responses.
 
     Wackenhut Corrections has also obtained and is pursuing construction and
management contracts for correctional and detention facilities outside the
United States and presently operates facilities in the United Kingdom and
Australia. Wackenhut Corrections has entered into one joint venture to develop
business opportunities in Australia and has formed five joint ventures to
construct and manage privatized correctional and detention facilities in the
United Kingdom.
 
     Wackenhut Corrections, or a subsidiary thereof, will be the lessee of, and
will continue to operate, each of the Initial Facilities and, if acquired, the
Option Facilities. In situations where a subsidiary of Wackenhut
 
                                       50
   57
 
Corrections is the lessee under a Lease, Wackenhut Corrections will nonetheless
be a party to and be primarily liable under such Lease. Although the Company
will have general recourse to Wackenhut Corrections under the Lease, Wackenhut
Corrections' obligations under the Leases will not be secured by its assets.
Wackenhut Corrections is expected to sell additional correctional and detention
facilities to the Company in the future and to enter into long-term leases with
the Company with respect to those facilities.
 
     Wackenhut Corrections is a Florida corporation. Wackenhut Corrections'
principal executive offices are located at 4200 Wackenhut Drive, Palm Beach
Gardens, Florida 33410-4243, and its telephone number is (561) 622-5656.
Wackenhut Corrections' common stock is listed on the NYSE under the symbol
"WHC." Wackenhut Corrections is not offering any of the Common Shares offered
hereby.
 
CERTAIN SELECTED FINANCIAL INFORMATION OF WACKENHUT CORRECTIONS
 
     The following table sets forth (i) certain selected historical financial
information concerning Wackenhut Corrections for each of the previous five years
ended December 28, 1997 and (ii) unaudited selected consolidated pro forma
financial information concerning Wackenhut Corrections. The pro forma operating
information is presented as if the Formation Transactions had occurred as of the
beginning of the period indicated and therefore incorporates certain assumptions
that are included in the Notes to Pro Forma Statement of Operations included
elsewhere in this Prospectus. The pro forma balance sheet information is
presented as if the Formation Transactions had occurred on December 28, 1997.
The pro forma information does not purport to represent what Wackenhut
Corrections' financial position or results of operations actually would have
been had the Formation Transactions, in fact, occurred on such date or at the
beginning of the period indicated, or to project the Company's financial
position or results of operations at any future date or any future period. The
selected historical financial information for each of the previous five years
ended December 28, 1997 is derived from Wackenhut Corrections' audited
consolidated financial statements. The selected historical financial information
for Wackenhut Corrections has been included in this Prospectus due to the
Company's dependence on Wackenhut Corrections as the sole lessee of the
Facilities. All information contained in the following table should be read in
conjunction with the consolidated financial statements and related notes of
Wackenhut Corrections included elsewhere in this Prospectus. Investors should
review the financial statements and other data set forth herein with respect to
Wackenhut Corrections, as well as the financial statements and other data set
forth herein with respect to the Company and the Facilities.
 
                                       51
   58
 
                       WACKENHUT CORRECTIONS CORPORATION
 
            SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

                                                                            HISTORICAL(A)                            PRO FORMA(B)
                                                    --------------------------------------------------------------   ------------
                                                       1993         1994         1995         1996         1997          1997
                                                    ----------   ----------   ----------   ----------   ----------   ------------
                                                                   (IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
                                                                                                   
STATEMENT OF OPERATIONS:
Revenues..........................................  $   58,784   $   84,026   $   99,431   $  137,784   $  206,930    $  206,930
Operating expenses................................      50,573       70,670       82,285      115,848      172,031       173,582
Depreciation & amortization.......................       2,101        2,287        2,303       3, 532        6,303         5,760
                                                    ----------   ----------   ----------   ----------   ----------    ----------
Contribution from operations......................       6,110       11,069       14,843       18,404       28,596        27,588
General and administrative expenses...............       4,664        6,623        7,614        8,673       12,051        12,051
                                                    ----------   ----------   ----------   ----------   ----------    ----------
Operating income..................................       1,446        4,446        7,229        9,731       16,545        15,537
Interest income (expense).........................        (544)        (261)         186        2,195        1,451         1,451
                                                    ----------   ----------   ----------   ----------   ----------    ----------
Income before income taxes and equity income
  (loss) of affiliates ...........................         902        4,185        7,415       11,926       17,996        16,988
Provision for income taxes........................         368        1,661        2,862        4,269        7,226         6,823
                                                    ----------   ----------   ----------   ----------   ----------    ----------
Income before equity income (loss) of
  affiliates......................................         534        2,524        4,553        7,657       10,770        10,165
Equity income (loss) of affiliates................         261         (331)        (113)         604        1,105         1,105
                                                    ----------   ----------   ----------   ----------   ----------    ----------
        Net income................................  $      795   $    2,193   $    4,440   $    8,261   $   11,875    $   11,270
                                                    ==========   ==========   ==========   ==========   ==========    ==========
Earnings per share:
  Basic...........................................  $     0.06   $     0.15   $     0.26   $     0.39   $     0.54    $     0.51
  Diluted.........................................  $     0.06   $     0.15   $     0.25   $     0.37   $     0.52    $     0.50
Weighted average shares outstanding:
  Basic...........................................      13,774       14,692       16,850       21,361       22,015        22,015
  Diluted.........................................      13,774       14,692       17,708       22,128       22,697        22,697
OTHER DATA:
Beds in operation (period end)....................       5,654        7,164        8,482       11,772       18,357        18,357
Beds under contract/award (period end)............       6,154       13,732       16,054       24,371       30,144        30,144
Compensated man days..............................   1,914,490    2,090,625    2,350,843    3,585,100    5,192,614     5,192,614
Average occupancy.................................        95.0%        97.1%        94.8%        96.8%        97.2%         97.2%
BALANCE SHEET DATA (END OF PERIOD):
Total assets......................................      19,148       30,333       38,840      106,811      139,203       153,650
Total long-term debt..............................          --        1,412          980          225          213           213
Total debt........................................          --        1,422          991          237          225           225
Stockholders' equity..............................       4,212       19,727       25,229       87,969      102,295       102,295

- ---------------
 
(A) The Company's fiscal year ends on the Sunday closest to the calendar year
    end. Fiscal years 1993, 1994, 1995, 1996, and 1997 each included 52 weeks.
(B) See Wackenhut Corrections Corporation Pro Forma Consolidated Financial
    Statements and related notes thereto appearing elsewhere in this Prospectus.
 
                                       52
   59
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF WACKENHUT CORRECTIONS
 
     The following financial analysis should be read in conjunction with the
above financial information concerning Wackenhut Corrections and Wackenhut
Corrections' consolidated financial statements and notes thereto which are
covered elsewhere in this Prospectus.
 
RESULTS OF OPERATIONS
 
     The following table sets forth certain Statements of Income data expressed
as percentages of total revenues for the following fiscal years:

                                                              1997    1996    1995
                                                              -----   -----   -----
                                                                     
Revenues....................................................  100.0%  100.0%  100.0%
Operating expenses..........................................   83.1    84.1    82.8
Depreciation and amortization...............................    3.1     2.5     2.3
                                                              -----   -----   -----
Contribution from operations................................   13.8    13.4    14.9
General and administrative expenses.........................    5.8     6.3     7.6
                                                              -----   -----   -----
Operating income............................................    8.0     7.1     7.3
Interest income.............................................    0.7     1.6     0.2
                                                              -----   -----   -----
Income before income taxes and equity income (loss) of
  affiliates................................................    8.7     8.7     7.5
Provision for income taxes..................................    3.5     3.1     2.9
Equity income (loss) of affiliates, net of income taxes.....    0.5     0.4    (0.1)
                                                              -----   -----   -----
Net income..................................................    5.7%    6.0%    4.5%
                                                              =====   =====   =====

  Fiscal 1997 compared with Fiscal 1996
 
     Revenues increased by 50.2% to $206.9 million in Fiscal 1997 from $137.8
million in the fiscal year ended December 29, 1996 ("Fiscal 1996").
Approximately $63.3 million of the increase in revenues in Fiscal 1997 compared
with Fiscal 1996 is attributable to increased compensated resident days
resulting from the opening of the following ten facilities in 1997 (South Bay
Correctional Facility, South Bay, Florida in February 1997; Travis County
Community Justice Center, Travis County, Texas in March 1997; Bayamon Regional
Detention Center, Bayamon, Puerto Rico in March 1997; Queens Private
Correctional Facility, Queens, New York in March 1997; Fulham Correctional
Centre, Victoria, Australia in March 1997; Taft Correctional Institution, Taft,
California in December 1997; Maribyrnong Detention Centre, Melbourne, Australia
in December 1997; Perth Detention Centre, Perth, Australia in December 1997;
Port Hedland Detention Centre, Port Hedland, Australia in December 1997 and
Villawood Detention Center, Sydney, Australia in October 1997); and increased
compensated resident days at three facilities that opened in the first half of
1996 (Willacy County Unit, Willacy, Texas in January 1996, Delaware County
Prison in April 1996, and Marshall County Correctional Facility, Marshall
County, Mississippi in June 1996). The balance of the increase in revenues was
attributable to facilities open during the entirety of both periods.
 
     The following table sets forth the number of facilities under contract or
award at the end of the following fiscal years:

                                                          1997        1996        1995
                                                        ---------   ---------   ---------
                                                                       
Contracts(1)..........................................         46          34          24
Facilities in operation...............................         32          19          16
Design capacity of contracts..........................     30,144      24,371      16,054
Design capacity of facilities in operation............     20,720      12,235       9,135
Compensated resident days(2)..........................  5,192,614   3,585,100   2,350,843

- ---------------
 
(1) Comprised of facilities in operation, facilities under development and
    facilities for which awards have been obtained.
(2) Compensated resident days are calculated as follows, (a) per diem rate
    facilities -- the number of beds occupied by residents on a daily basis
    during the fiscal year and, (b) fixed rate facilities -- the design
 
                                       53
   60
 
    capacity of the facility multiplied by the number of days the facility was
    in operation during the fiscal year. Amounts exclude compensated resident
    days for H.M. Prison Doncaster, England.
 
     The number of compensated resident days in domestic and Australian
facilities increased to 5.2 million in Fiscal 1997 from 3.6 million in Fiscal
1996. As a result of the increase in compensated resident days and minimum
occupancy guarantees at several of the new facilities that opened in Fiscal
1997, average facility occupancy in domestic and Australian facilities increased
to 97.2% of capacity in Fiscal 1997 compared to 96.8% in Fiscal 1996.
 
     Operating expenses increased by 48.5% to $172.0 million in Fiscal 1997 from
$115.8 million in Fiscal 1996 resulting from the ten new facilities that opened
in Fiscal 1997 and three facilities that opened in Fiscal 1996. As a percentage
of revenues, operating expenses decreased to 83.1% from 84.1% due to a greater
mix of design revenue and improving margins from Wackenhut Corrections'
Australian operations.
 
     Depreciation and amortization increased by 78.4% to $6.3 million in Fiscal
1997 from $3.5 million in Fiscal 1996. This increase is due to capital and
deferred charge expenditures incurred by the thirteen facilities that opened in
Fiscal 1997, a full year of depreciation and amortization for the facilities
that opened in Fiscal 1996, and depreciation associated with the purchase of two
facilities in Fiscal 1997.
 
     Contribution from operations increased 55.4% to $28.6 million in Fiscal
1997 from $18.4 million in Fiscal 1996. This increase is due to the ten new
facilities discussed above that opened in Fiscal 1997. As a percentage of
revenues, contribution from operations increased to 13.8% from 13.4%.
 
     General and administrative expenses increased by 38.9% to $12.1 million in
Fiscal 1997 from $8.7 million in Fiscal 1996. This reflects increased business
development activities in response to additional interest in Wackenhut
Corrections' services and increased additional infrastructure to support
Wackenhut Corrections' expanded operations. General and administrative expenses
decreased to 5.8% of total revenues in Fiscal 1997 from 6.3% in Fiscal 1996.
 
     Operating income increased by 70.0% to $16.5 million in Fiscal 1997 from
$9.7 million in Fiscal 1996 as result of the factors described above. As a
percentage of revenue, operating income increased to 8.0% from 7.1% due
primarily to the continued leveraging of overhead.
 
     Interest income was $1.4 million in Fiscal 1997 compared to interest income
of $2.2 million in Fiscal 1996, resulting from a decrease in average invested
cash as Wackenhut Corrections had deployed cash to select project opportunities
and operations.
 
     Income before income taxes and equity income of affiliates increased to
$18.0 million in Fiscal 1997 from $11.9 million in Fiscal 1996 due to the
factors described above.
 
     Provision for income taxes increased to $7.2 million in Fiscal 1997 from
$4.3 million in Fiscal 1996 due to higher taxable income and an increase in
Wackenhut Corrections' effective tax rate.
 
     Equity income of affiliates increased to $1,105,000 in Fiscal 1997 from
$604,000 in Fiscal 1996. This increase is due to three expansions of the H.M.
Prison Doncaster (Doncaster, England) in November 1996, March 1997 and July
1997, and a full year of operations for the two court escort contracts that
commenced in May 1996.
 
     Net income increased by 43.8% to $11.9 million in Fiscal 1997 from $8.3
million in Fiscal 1996 as a result of the factors described above.
 
  Fiscal 1996 compared with Fiscal 1995
 
     Revenues increased by 38.6% to $137.8 million in Fiscal 1996 from $99.4
million in the fiscal year ended December 31, 1995 ("Fiscal 1995").
Approximately $38.2 million of the increase in revenues in Fiscal 1996 compared
with Fiscal 1995 is attributable to increased compensated resident days
resulting from the increasing occupancy of two facilities that opened in the
second half of Fiscal 1995 (Moore Haven Correctional Facility, Moore Haven,
Florida in July 1995 and John R. Lindsey Unit, Jack County, Texas in September
1995), the opening of two facilities in the first half of Fiscal 1996 (Willacy
County Unit, Willacy
                                       54
   61
 
County, Texas in January 1996 and Marshall County Correctional Facility,
Marshall County, Mississippi in June 1996), the assumption of operational
responsibility for an existing facility (Delaware County Prison, Delaware
County, Pennsylvania in April 1996) the expansion on one facility (Allen
Correctional Center, Kinder, Louisiana) and the temporary double up at another
facility (Arthur Gorrie Correctional Centre, Wacol, Australia). The balance of
the increase in revenues was attributable to facilities open during the entirety
of both periods.
 
     The number of compensated resident days in domestic and Australian
facilities increased to 3.6 million in Fiscal 1996 from 2.4 million in Fiscal
1995. As a result of the increase in compensated resident days, average facility
occupancy in domestic and Australian facilities increased to 96.8% of capacity
in Fiscal 1996 compared to 94.8% in Fiscal 1995.
 
     Operating expenses increased by 40.8% to $115.8 million in Fiscal 1996 from
$82.3 million in Fiscal 1995. As a percentage of revenues, operating expenses
increased to 84.1%. This increase is primarily attributable to higher operating
expenses at Wackenhut Corrections' Australian facilities.
 
     Depreciation and amortization increased by 53.4% to $3.5 million in Fiscal
1996 from $2.3 million in Fiscal 1995. This increase is due to the increase in
capital and deferred charge expenditures resulting from the opening of the new
facilities, the assumption of correctional services, the purchase of one
facility and the expansions discussed above.
 
     Contribution from operations increased 24.0% to $18.4 million in Fiscal
1996 from $14.8 million in Fiscal 1995. As a percentage of revenues,
contribution from operations decreased to 13.4% from 14.9%. As discussed above,
this decrease is due primarily to Wackenhut Corrections' Australian operations.
 
     General and administrative expenses increased by 13.9% to $8.7 million in
Fiscal 1996 from $7.6 million in Fiscal 1995. This reflects increased business
development activities in response to additional interest in Wackenhut
Corrections' services and increased infrastructure related to current and future
corporate growth. General and administrative expenses decreased to 6.3% of total
revenues in Fiscal 1996 from 7.7% in Fiscal 1995.
 
     Operating income increased by 34.6% to $9.7 million in Fiscal 1996 from
$7.2 million in Fiscal 1995 as a result of the factors described above. As a
percentage of revenue, operating income decreased to 7.1% from 7.3%.
 
     Interest income was $2.2 million in Fiscal 1996 compared to interest income
of $186,000 in Fiscal 1995. The increase is attributable to interest earned on
the proceeds of the Wackenhut Corrections' January 1996 stock offering.
 
     Income before income taxes and equity (loss) income of affiliates increased
to $11.9 million in Fiscal 1996 from $7.4 million in Fiscal 1996 from $7.4
million in Fiscal 1995 due to the factors described above.
 
     Provision for income taxes increased to $4.3 million in Fiscal 1996 from
$2.9 million in Fiscal 1995 due to higher taxable income.
 
     Equity income (loss) of affiliates increased to $604,000 in Fiscal 1996
from ($113,000) in Fiscal 1995. Current and prior year performance reflects the
activities of Premier Prison Services, a U.K. joint venture. The increase in
current year income results from three expansion at the H.M. Prison Doncaster
(Doncaster, England) in November 1995, June 1996 and November 1996,
respectively, and income earned from two court escort contracts that were
awarded in December 1995 and commenced operations in May 1996.
 
FINANCIAL CONDITION
 
  Liquidity and Capital Resources
 
     Cash provided by operating activities amounted to $21,377,000 in Fiscal
1997 versus $9,128,000 in Fiscal 1996. Wackenhut Corrections' primary capital
requirements are for working capital; furniture, fixtures, equipment, and supply
purchases; investments in joint ventures; and investments in facilities. Some of
Wackenhut Corrections' management contracts require Wackenhut Corrections to
make substantial initial
 
                                       55
   62
 
expenditures of cash in connection with opening or renovating a facility. The
initial expenditures subsequently are fully or partially recoverable as
pass-through costs or are billable to the contracting agency over the original
term of the contract. The cash required for these needs will be derived from
internally generated funds, the proceeds from public stock offerings, and
additional borrowings, if necessary.
 
     Wackenhut Corrections anticipates making cash investments in connection
with future acquisitions. In addition, in line with a developing industry trend
toward requiring private operators to make capital investments in facilities and
to enter into direct financing arrangements in connection with the development
of such facilities, Wackenhut Corrections anticipates utilizing cash to finance
start-up costs, leasehold improvements and equity investments in facilities, if
appropriate, in connection with undertaking new contracts.
 
     Prior to the initial public offering (the "IPO") in July 1994, Wackenhut
Corrections financed its operations through borrowing from The Wackenhut
Corporation. Interest on intercompany indebtedness was computed at rates which
reflected The Wackenhut Corporation's average interest costs on long-term debt,
exclusive of mortgage financing. Subsequent to the IPO and through Fiscal 1997,
financing was obtained from internally generated funds, or third-party
borrowings, or proceeds from public stock offerings.
 
     In January 1996, Wackenhut Corrections sold 4,600,000 shares of its common
stock in connection with a second offering at a price of $12.00 per share,
before deducting underwriting discounts and commissions and estimated offering
expenses. Net proceeds from the offering were approximately $51,581,000. In
1996, Wackenhut Corrections used $5.7 million of the proceeds to acquire the
McFarland Facility.
 
     In Fiscal 1997, Wackenhut Corrections also purchased the Queens Facility
for $6.6 million and spent another $4.7 million to renovate the building.
Additionally, Wackenhut Corrections invested $7.0 million to purchase and
renovate an 86-bed psychiatric hospital.
 
     In June 1997, Wackenhut Corrections entered into a $30,000,000
multi-currency revolving credit facility with a syndicate of banks, the proceeds
of which may be used for working capital, acquisitions and general corporate
purposes. The credit facility also includes a letter of credit of up to
$5,000,000 for the issuance of standby letters of credit. Indebtedness under
this facility bears interest at the alternate base rate (defined as the higher
of prime rate or federal funds plus 1/2 of 1%) or LIBOR plus 150 to 250 basis
points, depending upon fixed charge coverage ratios. The facility requires
Wackenhut Corrections to, among other things, maintain a maximum leverage ratio,
minimum fixed charge coverage ratio and a minimum tangible net worth. The
facility also limits certain payments and distributions. As of December 28,
1997, no amounts were outstanding under this facility. However, at December 28,
1997, Wackenhut Corrections had outstanding four standby letters of credit
outstanding with a bank in an aggregate amount of approximately $222,000.
 
     In June 1997, Wackenhut Corrections also entered into an $80,000,000
operating lease facility that was established to acquire and develop new
correctional institutions used in its business. This facility was increased to
$220,000,000 in December 1997. As a condition of this facility, Wackenhut
Corrections unconditionally agreed to guarantee certain obligations of First
Security Bank, National Association, a party to the aforementioned operating
lease facility. As of December 28, 1997, approximately $69 million of properties
were under development under this lease facility.
 
     The ratio of total debt to total capitalization was 0.2% at the end of
Fiscal 1997 and 0.3% at the end of Fiscal 1996. The cumulative translation
adjustment component of shareholders' equity decreased from $0.4 million at
December 29, 1996 to a deficit of $2.2 million at December 28, 1997, primarily
due to the decline in the value of the Australian dollar relative to the United
States dollar.
 
     Wackenhut Corrections' management is unaware of any other evident trends
that are likely to result in material increases or decreases in the liquidity of
Wackenhut Corrections other than those factors mentioned above. Wackenhut
Corrections' management is constantly reviewing matters that could require
significant outlays of cash with respect to corporate growth strategies;
however, these matters are always reviewed in the light of appropriateness and
availability of financing.
 
                                       56
   63
 
     There are no other known material trends, favorable or unfavorable, in the
capital resources of Wackenhut Corrections, except for possible changes in
interest rates. In the event that Wackenhut Corrections would have any
significant requirement beyond the matters discussed above, capital resources
are available under its revolving line of credit with a bank, and management
believes that additional resources may be available to Wackenhut Corrections
through a variety of other methods of financing.
 
YEAR 2000
 
     Wackenhut Corrections has several information system improvement
initiatives under way that will require increased expenditures during the next
few years. These initiatives include the replacement of certain Wackenhut
Corrections computer systems to be in compliance with the date-sensitivity
problem of computer systems and computer applications (the "Year 2000 Issue").
 
     The Year 2000 Issue exists because many computer systems and applications
currently use two-digit date fields to designate a year. As the century date
change occurs, date-sensitive systems will recognize the year 2000 as 1900, or
not at all. This inability to recognize or properly treat the Year 2000 Issue
may cause systems to process critical financial and operational information
incorrectly. Anticipated spending for this modification will be expensed as
incurred and is not expected to have a significant impact on Wackenhut
Corrections' ongoing results of operations.
 
INTEREST RATE SENSITIVITY
 
     Wackenhut Corrections is exposed to market risks arising from changes in
interest rates with respect to a $220 million operating lease facility (See Note
7 to Wackenhut Corrections -- Consolidated Financial Statements). Monthly lease
payments under this facility are indexed to a variable interest rate. Wackenhut
Corrections' management has determined that a 10% change in the current lease
rate would have an immaterial effect on Wackenhut Corrections' pre-tax earnings
over the next fiscal year.
 
INFLATION
 
     Management of Wackenhut Corrections believes that inflation has not had a
material effect on Wackenhut Corrections' results of operations during the past
three fiscal years. While some of Wackenhut Corrections' contracts include
provisions for inflationary indexing, since personnel costs represent Wackenhut
Corrections' largest expense in the facilities it manages, inflation could have
a substantial adverse effect on Wackenhut Corrections' results of operations in
the future to the extent that wages and salaries increase at a faster rate than
the per diem or fixed rates received by Wackenhut Corrections for its management
services.
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     Wackenhut Corrections' Annual Report on Form 10-K for the fiscal year ended
December 28, 1997, which was filed by Wackenhut Corrections with the Securities
and Exchange Commission on February 20, 1998 (SEC File No. 0-24438), pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated and made a part of this Prospectus by reference, except as
superseded or modified herein.
 
     All documents filed by Wackenhut Corrections pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the Offering shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed documents which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
 
     Wackenhut Corrections undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in the Prospectus, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference in such documents). Requests
for such copies should be directed to Wackenhut Corrections' Corporate Secretary
at 4200 Wackenhut Drive, Palm Beach Gardens, Florida 33410-4243.
 
                                       57
   64
 
                                 THE FACILITIES
 
     The Company will enter into the Purchase Agreement, pursuant to which it
will acquire the eight Initial Facilities, and the Option Agreements pursuant to
which it will have the option to acquire each of the three Option Facilities
during the Option Facility Option Period. The Company will also enter the Right
to Purchase Agreement, pursuant to which it will have the right to acquire any
Future Facility during the Future Facility Option Period, subject to certain
limited exceptions where the sale or transfer of ownership of a facility is
restricted under the applicable facility operating agreement or
governmentally-assisted financing arrangements. The right to purchase Future
Facilities from Wackenhut Corrections pursuant to the Right to Purchase
Agreement will continue for 15 years after the consummation of the Offering so
long as there are any leases in force between the Company and Wackenhut
Corrections. The Initial Facilities and Option Facilities include correctional
and detention facilities which Wackenhut Corrections presently owns or has the
right to acquire, with the exception of two facilities for which Wackenhut
Corrections has previously granted an option to purchase to the contracting
governmental entity. See "The Facilities -- The Excluded Facilities." The
following is a summary of certain information with respect to the Initial
Facilities and the Option Facilities.
 
THE INITIAL FACILITIES
 
     The Initial Facilities currently operated by Wackenhut Corrections will be
purchased for an aggregate cash purchase price of approximately $113.0 million.
Wackenhut Corrections will receive approximately $42.3 million in cash for the
three Initial Facilities owned by it (the cost of which equals $6.5 million for
the Aurora Facility, $5.9 million for the McFarland Facility and $12.2 million
for the Queens Facility) and its right to acquire the remaining five Initial
Facilities. The Wackenhut Lease Facility will receive approximately $54.4
million in cash for the four Initial Facilities owned by it (the cost of which
equals $14.4 million for the Central Valley Facility, $14.3 million for the
Golden State Facility, $13.8 million for the Desert View Facility and $11.9
million for the Broward Facility), and the trustee of the Karnes Facility will
receive approximately $16.3 million in cash for the sale of that facility. The
Company will lease the Initial Facilities to Wackenhut Corrections (and
Wackenhut Corrections will continue to operate such Initial Facilities) pursuant
to the Leases, which have initial terms of 10 years and provide for an aggregate
initial annual rents of approximately $10.7 million. Throughout the terms of the
initial Leases, annual rents will escalate by the Base Rent Escalation. Subject
to certain exceptions, each of the Leases may be extended by Wackenhut
Corrections for three additional five-year terms, at a fair market rental rate
as mutually agreed upon by the Company and Wackenhut Corrections or, in the
absence of such an agreement, as determined by binding arbitration. In addition,
the Lease of any Initial Facility will be automatically extended upon expiration
thereof on the same terms (including the then applicable base rent and Base Rent
Escalation) if Wackenhut Corrections is obligated under an unexpired Sublease
with respect to such Initial Facility. Under the terms of the Leases, Wackenhut
Corrections will have a right of first refusal on the proposed sale by the
Company of any of the Initial Facilities. The Initial Facilities are located in
five states and have an aggregate design capacity of 3,154 beds.
 
                                       58
   65
 
     Set forth below are brief descriptions of each of the Initial Facilities.
The Company will own fee title to the Initial Facilities, free and clear of any
material liens. The Initial Facilities are fully operational. Except for a
planned renovation and expansion of the Aurora Facility, which is anticipated
under the terms of an operating contract currently being negotiated with the
INS, and an approximately 10,000 square foot expansion of one or more of the
Desert View Facility, Golden State Facility and Central Valley Facility to
accommodate a governmentally assisted private industry-sponsored jobs program
there are no present plans for the improvement or development of any unimproved
or undeveloped property. All of the Initial Facilities are, in the opinion of
management of the Company, adequately covered by insurance.

                                                                                           EXPIRATION
                                                                      DESIGN                   OF        INITIAL
                                                                   CAPACITY AND  FACILITY   FACILITY     FACILITY      INITIAL
                                TYPE OF     CONTRACTING  SECURITY   OCCUPANCY    OPENING   OPERATING     PURCHASE       ANNUAL
FACILITY AND LOCATION           FACILITY      ENTITY     LEVEL(1)    RATE(2)       DATE    AGREEMENT      PRICE       BASE RENT
- ---------------------         ------------  -----------  --------  ------------  --------  ----------  ------------  ------------
                                                                                             
Aurora INS Processing
 Center.....................  INS           INS(3)       Minimum/    300/100%      May       April       $7,828,775      $743,734
 Aurora, CO                   Processing                 Medium                    1987     1998(7)
                              Center
McFarland Community
 Correctional Facility......  Pre-Release   CDOC(4)      Minimum/    224/86%     February   January       7,020,219       666,921
 McFarland, CA                Center                     Medium                    1988       1999
Queens Private Correctional
 Facility...................  INS           INS(5)       Minimum/    200/99%      March      March       14,732,071     1,399,547
 New York, NY                 Detention                  Medium                    1997     1999(8)
                              Facility
Central Valley Community
 Correctional Facility......  Adult         CDOC         Minimum/    550/94%     December   December     17,590,995     1,671,145
 McFarland, CA                Correctional               Medium                    1997       2007
                              Facility
Golden State Community
 Correctional Facility......  Adult         CDOC         Minimum/    550/94%     December   December     17,555,536     1,667,776
 McFarland, CA                Correctional               Medium                    1997       2007
                              Facility
Desert View Community
 Correctional Facility......  Adult         CDOC         Minimum/    550/86%     December   December     16,864,731     1,602,149
 Adelanto, CA                 Correctional               Medium                    1997       2007
                              Facility
Broward County Work Release
 Center.....................  Work Release  Broward      Non-      300/100%(6)   February   February     15,128,724     1,437,229
 Broward County, FL           Center        County and   Secured                   1998     2003(9)
                                            BSO(6)
Karnes County Correctional
 Center.....................  Adult         Karnes       Multi-      480/91%     January      July       16,320,000     1,550,400
 Karnes County, TX            Correctional  County       Security                  1996     1998(10)
                              Facility
                                                                   ------------                        ------------  ------------
Total/Weighted Average......                                        3,154/92%                          $113,041,051   $10,738,901
                                                                   ============                        ============  ============

 
                               LEASE
                               TERM
FACILITY AND LOCATION         (YEARS)
- ---------------------         -------
                           
Aurora INS Processing
 Center.....................    10
 Aurora, CO
McFarland Community
 Correctional Facility......    10
 McFarland, CA
Queens Private Correctional
 Facility...................    10
 New York, NY
Central Valley Community
 Correctional Facility......    10
 McFarland, CA
Golden State Community
 Correctional Facility......    10
 McFarland, CA
Desert View Community
 Correctional Facility......    10
 Adelanto, CA
Broward County Work Release
 Center.....................    10
 Broward County, FL
Karnes County Correctional
 Center.....................    10
 Karnes County, TX
Total/Weighted Average......

- ---------------
 
 (1) Each facility is identified according to the level of security maintained
     as follows: non-secured facilities are facilities which are access
     controlled residential facilities; minimum security facilities are
     facilities having open-housing within an appropriate designated and
     patrolled institutional perimeter; medium security facilities are
     facilities having either cells, rooms or dormitories, a secure perimeter,
     and some form of external patrol; maximum security facilities are
     facilities having single occupancy cells, a secure perimeter and external
     patrol or devices; and multi-security facilities are facilities with
     various components of the previously described security levels.
 (2) Design capacity measures the number of beds, and accordingly the number of
     inmates each facility is designed to accommodate. Occupancy rate measures
     the percentage of the number of beds which a facility is designed to
     accommodate which are occupied at any given time or for which payment has
     been guaranteed by the contracting governmental entity. The facility
     operating agreement with respect to any facility may provide for occupancy
     less than the facility design capacity. While the design capacity of each
     of the Central Valley Facility, the Golden State Facility and the Desert
     View Facility is 550, the facility operating agreement for each such
     facility provides for the use and occupancy of only 500 beds per facility.
     The occupancy rates presented are as of March 26, 1998. The Company
     believes design capacity and occupancy rate are appropriate measures for
     evaluating prison operations because the revenues generated by each
     facility are generally based on a per diem or monthly rate per inmate
     housed at the facility paid by the corresponding contracting governmental
     entities. The ability of Wackenhut Corrections or another private prison
     operator to satisfy its financial obligations under its leases with the
     Company is based in part on the revenues generated by their facilities,
     which in turn depends on the design capacity and occupancy rate of each
     facility.
 (3) The United States Immigration and Naturalization Service.
 (4) The State of California Department of Corrections.
 (5) The facility operating agreement for the Queens Facility includes a minimum
     guarantee of 150 beds (75% occupancy).
 (6) The Broward County Sheriff's Office. While the actual physical occupancy
     rate was 85% as of March 26, 1998, the Broward County Sheriff's office has
     guaranteed payment based on a 100% occupancy rate. Accordingly the
     designated occupancy rate is 100%.
 
                                       59
   66
 
 (7) The operating agreement for the Aurora Facility expired and has been
     extended for successive 30 day periods, with the most recent extension
     expiring on April 28, 1998. Wackenhut Corrections is presently negotiating
     a long-term operating agreement for the Aurora Facility. However, there can
     be no assurance that Wackenhut Corrections will be successful in entering
     into such an agreement.
 (8) The operating agreement for the Queens Facility may be extended at the
     option of the INS for three additional one year periods.
 (9) The operating agreement for the Broward Facility may be extended at the
     option of Broward County for successive two year periods.
(10) Wackenhut Corrections began operating this facility in January 1998 under
     an interim operating agreement with Karnes County which expires on July 14,
     1998. Wackenhut Corrections is negotiating a long-term agreement with
     Karnes County, pursuant to which Karnes County will agree to enter into
     inter-governmental agreements for the housing of inmates with such
     governmental entities as may be designated by Wackenhut Corrections.
     However, there can be no assurance that Wackenhut Corrections will be
     successful in securing such an agreement with Karnes County or with other
     governmental entities for the housing of inmates, both of which are
     necessary to the profitable operation of this facility by Wackenhut
     Corrections.
 
     Adult Correctional Facilities.  Adult correctional facilities are used to
house adult inmates on a permanent basis for the duration of their sentences.
The adult correctional facilities to be acquired by the Company include the
Karnes Facility, the Central Valley Facility, the Golden State Facility and the
Desert View Facility.
 
     The Karnes Facility is a medium security correctional facility located in
Karnes, Texas with a design capacity of 480 beds. The facility is situated on
approximately 12 acres and contains approximately 77,000 square feet. Wackenhut
Corrections has been granted the option to purchase the Karnes Facility, and has
agreed in connection with the consummation of the Offering to exercise this
option and cause the facility (other than certain of the personal property used
in connection with the facility) to be conveyed to the Company. The Karnes
Facility is subject to a lis pendes action filed against it by two inmates in
connection with a civil rights action brought by them against the former
facility operator. While the United States Magistrate handling the action has
recently recommended to the United States District Court that the pending action
be dismissed, such court cannot act upon such recommendation until the requisite
30-day notice period has expired. However, Wackenhut Corrections has agreed to
indemnify the insurance company issuing a title insurance policy to the Company
in connection with the consummation of the Formation Transactions, and such
title company has agreed to affirmatively insure over the lis pendes action.
Wackenhut Corrections also has an option to acquire an adjacent parcel of
unimproved land containing approximately 30 acres at a total cost of $60,000,
which will be assigned to the Company in connection with the Company's purchase
of the Karnes Facility. Wackenhut Corrections began operating this facility in
January 1998 under an interim operating agreement with Karnes County which
expires on July 14, 1998. Wackenhut Corrections is negotiating a long-term
operating agreement with Karnes County, pursuant to which the County will enter
into inter-governmental agreements for the housing of inmates with such
governmental entities as may be designated by Wackenhut Corrections. However,
there can be no assurance that Wackenhut Corrections will be successful in
securing such an agreement.
 
     The Central Valley Facility and the Golden State Facility are medium
security facilities located on adjacent properties in McFarland, California. The
Central Valley Facility is situated on approximately 19 acres, and the Golden
State Facility is situated on approximately 33 acres. Each facility contains
approximately 95,901 square foot structure with a design capacity of 550 beds.
Construction of each of the Central Valley Facility and Golden State Facility
was completed in December 1997. Wackenhut Corrections has contracted with the
CDOC to operate each such Facility, which contracts expire in December 2007.
 
     The Desert View Facility is located in Adelanto, California and is a medium
security facility. The facility is situated on approximately 16 acres and
contains approximately 95,901 square feet with a design capacity of 550 beds.
Construction of the facility was completed in December 1997. Wackenhut
Corrections has contracted with the CDOC to operate this facility, which
contract expires in December 2007.
 
     Pre-Release Center.  A pre-release center is a minimum to medium security
facility for inmates nearing parole, offering inmates basic education and
pre-employment training as well as alcohol and drug abuse treatment and
counseling. The pre-release center to be acquired by the Company is the
McFarland Facility.
 
     The McFarland Facility is located in McFarland, California. The facility is
situated on approximately 5 acres, and contains approximately 35,000 square
feet. The facility currently has a design capacity of 224 beds. Wackenhut
Corrections has contracted with the CDOC to operate the facility, which contract
expires in January 1999.
 
     Detention Facilities.  Detention facilities are used to house undocumented
aliens for the INS and are classified as minimum to medium security facilities.
The detention facilities to be acquired by the Company include the Aurora
Facility and the Queens Facility.
 
                                       60
   67
 
     The Queens Facility is located on approximately 1.34 acres in New York, New
York. The facility has a design capacity of 200 beds and contains approximately
61,400 square feet. Wackenhut Corrections began operating the facility in June
1997, and is presently operating the facility under a management contract with
the INS which expires in January 2002.
 
     The Aurora Facility is located on approximately 46 acres in Aurora,
Colorado. Originally designed to accommodate 150 beds, the facility was expanded
in 1992 to contain a design capacity of 300 beds. The approximately 66,000
square foot medium security facility is operated under a management agreement
entered into between the INS and Wackenhut Corrections which has expired, and
has been extended for successive 30 day periods, with the most recent extension
expiring on April 28, 1998. Wackenhut Corrections is presently negotiating a new
long-term agreement for the Aurora Facility. However, there can be no assurance
that Wackenhut Corrections will be successful in securing such an agreement.
 
     Work Release Centers.  A work release center is an access-controlled
community residential center which houses court-ordered residents who work in
the community and participate in programs and residential services at the
center. The work release center to be acquired by the Company is the Broward
Facility.
 
     The Broward Facility is located in Pompano Beach, Florida and is used to
house residents participating in the Broward County Work Release Program. The
facility is located on approximately ten acres and is designed to accommodate
300 beds. The approximately 86,500 square foot structure is operated under a
management agreement between Broward County, the Sheriff of Broward County and
Wackenhut Corrections, which expires in February 2003, but which provides for
options in favor of the Sheriff of Broward County to extend the management
contract for successive two year terms.
 
     Historical Occupancy Rates of the Initial Facilities.  The following chart
summarizes the historical occupancy rates of each of the Initial Facilities
which have had operations for any of five years ended December 31, 1997.
 
                 HISTORICAL OCCUPANCY OF INITIAL FACILITIES(1)

                                                       1993    1994    1995    1996    1997
                                                       ----    ----    ----    ----    ----
                                                                        
Aurora INS Processing Center(2)......................  77%     69%     73%     86%     95%
McFarland Community Correction Facility..............  94%     95%     96%     96%     96%
Queens Private Correctional Facility(3)..............  N/A     N/A     N/A     N/A     79%

- ---------------
 
(1) Only those Initial Facilities which Wackenhut Corrections has operated for a
    minimum of at least one full calendar year have been included in this table.
    Wackenhut Corrections has, however, commenced operations at the remaining
    five Initial Facilities.
(2) The operating agreement for the Aurora Facility includes a minimum guarantee
    of 250 beds (83% occupancy rate).
(3) The Queens Facility opened on March 26, 1997. The operating agreement with
    the INS includes a minimum guarantee of 150 beds (75% occupancy rate).
 
OTHER DATA ON SIGNIFICANT PROPERTIES
 
     The Queens Facility, Central Valley Facility, Golden State Facility, Desert
View Facility, Broward Facility and the Karnes Facility are deemed "significant"
because they each will account for 10% or more of the Company's total assets
immediately after consummation of the transaction. For federal income tax
purposes, the basis will be equal to their purchase price by the Company. The
real property associated with these properties (other than land) generally will
be depreciated for federal income tax purposes over 40 years using the straight
line method, which equates to a rate of 2.5%. Real estate taxes will be paid by
Wackenhut Corrections pursuant to the terms of the Leases. The occupancy rate of
the Queens Facility, which opened on March 26, 1997, averaged 79% for the fiscal
year ended December 31, 1997. The other significant properties did not have
significant operations during the fiscal year ended December 31, 1997. Wackenhut
Corrections has been and will be the sole occupant of the Facilities.
 
THE OPTION FACILITIES
 
     The Company will have options to purchase each of the three Option
Facilities at any time during the applicable Option Facility Option Period for a
cash purchase price equal to the applicable Option Facility Purchase Price. The
Option Facility Purchase Price for an Option Facility may differ from the fair
market value thereof. If acquired, the Company will lease the Option Facilities
to Wackenhut Corrections (and Wackenhut Corrections will continue to operate
such Option Facilities) pursuant to long-term, non-cancelable, triple-net leases
on substantially the same terms and conditions as the Leases for the Initial
 
                                       61
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Facilities. The initial annual rental rate for each Option Facility will be 9.5%
of the applicable Option Facility Purchase Price. Throughout the terms of the
initial Leases, annual rents will escalate by the Base Rent Escalation. The
total aggregate purchase price and first-year rent for the Option Facilities are
estimated to be approximately $109.7 million and approximately $10.4 million,
respectively. Under the terms of the Leases, Wackenhut Corrections will have a
right of first refusal on any proposed sale by the Company of the Option
Facilities.
 
     Set forth below are brief descriptions of each of the Option Facilities.
Unless otherwise noted, the Company will own fee title to the Option Facilities,
free and clear of any material liens, upon acquisition thereof.

                                                                                                    ANTICIPATED
                                                                 ANTICIPATED       ANTICIPATED         LEASE
                           TYPE OF      CONTRACTING   SECURITY   DESIGN (BED)       FACILITY           TERM
FACILITY AND LOCATION      FACILITY       ENTITY       LEVEL       CAPACITY       OPENING DATE        (YEARS)
- ---------------------    ------------   -----------   --------   ------------   -----------------   -----------
                                                                                  
Michigan Youth           Juvenile       MDOC(1)       Maximum         480       4th Quarter, 1999       10
  Correctional
  Facility.............
  Lake County, MI        Correctional
                         Facility
Jena Juvenile Justice    Juvenile       LDOC(2)       Multi-          276       4th Quarter, 1998       10
  Center...............
  Jena, LA               Correctional                 Security
                         Facility
Lawton Correctional      Prison         ODOC(3)(4)    Medium        1,500       1st Quarter, 1999       10
  Facility.............
  Lawton, OK
Total..................                                             2,256
                                                                    =====

- ---------------
 
(1) State of Michigan Department of Management and Budget for the Department of
    Corrections.
(2) State of Louisiana Department of Public Safety and Corrections.
(3) State of Oklahoma Department of Corrections.
(4) Wackenhut Corrections commenced construction of this facility in August 1997
    and in April 1998 was awarded a contract for up to 1,500 beds at the
    facility by the ODOC.
 
     The Michigan Youth Correctional Facility (the "Michigan Facility") is
located in Lake County, Michigan and is situated on approximately 99 acres. This
approximately 163,250 square foot facility contains a design capacity of 480
beds. Construction of the Michigan Facility is anticipated to be completed
during the fourth quarter of 1999. The State of Michigan has awarded Wackenhut
Corrections an operating agreement for a term of five years from the opening of
the facility. Wackenhut Corrections is currently finalizing the terms of the
operating agreement with the State of Michigan.
 
     The Jena Juvenile Justice Center (the "Jena Facility") is located in Jena,
Louisiana and will be used to house juveniles. The facility will be situated on
100 acres. This approximately 62,400 square foot structure will have a design
capacity for 276 beds. The facility is anticipated to be operational during the
fourth quarter of 1998. The Jena Facility will be operated by Wackenhut
Corrections under an operating agreement with the State of Louisiana, the term
of which is subject to certain qualifications more fully discussed in
"Subleases -- The Jena Facility."
 
     The Lawton Correctional Facility (the "Lawton Facility") is located in
Lawton, Oklahoma and will be used as a medium security prison. The facility is
situated on a 160 acre tract. The approximately 406,000 square foot structure
contains a design capacity for 1,500 beds. Wackenhut Corrections commenced
construction of the Lawton Facility in August 1997 and in April 1998 was awarded
a contract for up to 1,500 beds at the facility by the ODOC. While the operating
agreement awarded to Wackenhut Corrections by the State of Oklahoma has not yet
been finalized, Oklahoma state law requires that the operating agreement contain
a provision granting the ODOC the option at the beginning of each fiscal year to
purchase the facility at a predetermined price, which must be negotiated and
included in a schedule or formula to be contained in the operating agreement.
Wackenhut Corrections will agree in the Lease for the Lawton Facility to pay any
shortfall to the Company in the event the purchase option is exercised by the
State of Oklahoma and the purchase price paid by the State of Oklahoma is less
than the net book value of the Lawton Facility as shown on the Company's books
and records at the time the purchase option is exercised.
 
                                       62
   69
 
OWNERSHIP OF THE FACILITIES
 
     The Aurora Facility and the Queens Facility are owned by Wackenhut
Corrections and the McFarland Facility is owned by WCCRE.
 
     The Central Valley Facility, the Golden State Facility, the Desert View
Facility, the Broward Facility, the Michigan Facility, the Jena Facility and the
Lawton Facility are owned by First Security Bank, National Association, as owner
trustee (the "Owner Trustee") of the Wackenhut Corrections Trust 1997-1 (the
"Trust"), and are leased to Wackenhut Corrections and WCCRE under the terms of a
series of triple-net operating lease agreements for terms of five years. Under
the terms of these operating leases, Wackenhut Corrections has the option,
subject to certain terms and conditions, including notification of the lender of
the facility to be purchased and repayment of associated facility borrowing
costs, to purchase these facilities and to designate a third party to receive
title thereto. Should Wackenhut Corrections elect to purchase a facility and
designate another third party to receive title thereto, Wackenhut Corrections is
entitled to receive any proceeds paid by such third party to it in excess of the
amount required to be paid by Wackenhut Corrections to repay the associated
facility borrowing costs. As part of the Formation Transactions, Wackenhut
Corrections will exercise the option to purchase the Central Valley Facility,
the Golden State Facility, the Desert View Facility and the Broward Facility,
and cause such Facilities to be conveyed by the Owner Trustee to the Company.
 
     The Karnes Facility is owned by the Karnes County Public Facility
Corporation. The Karnes County Public Facility Corporation has granted Wackenhut
Corrections an option to purchase the Karnes Facility, which may be exercised by
Wackenhut Corrections or its designee on or before July 14, 1998. Wackenhut
Corrections will, in connection with the Formation Transactions, exercise the
option and cause such facility (other than certain personal property used in
connection with the facility) to be conveyed to the Company.
 
THE EXCLUDED FACILITIES
 
     Wackenhut Corrections will retain two correctional and detention facilities
(the "Excluded Facilities") that are subject to purchase options granted to the
State of New Mexico and the respective counties in which the facilities are
located. The Excluded Facilities consist of (i) an approximately 379,000 square
foot facility in Lea County, New Mexico which has a design capacity of 1,200
beds and (ii) an approximately 201,000 square foot facility in Guadalupe County,
New Mexico which has a design capacity of 600 beds. The Excluded Facilities were
excluded from the Initial Facilities because both the State of New Mexico and
the respective counties previously have been granted an option to acquire one or
both of these facilities. However, in the event the purchase option is not
exercised by the State of New Mexico or the respective county, the Excluded
Facilities will be subject to the Company's acquisition rights pursuant to the
Right to Purchase Agreement and may be acquired in the future.
 
LEGAL PROCEEDINGS
 
     Owners and operators of privatized correctional and detention facilities
are subject to a variety of legal proceedings arising in the ordinary course of
operating such facilities, including proceedings relating to personal injury and
property damage. Such proceedings are generally brought against the operator of
a correctional or detention facility, but may also be brought against the owner.
Although the Company is not currently a party to any legal proceeding, it is
possible that in the future the Company could become a party to such
proceedings. Wackenhut Corrections is a party to certain litigation relating to
the Facilities arising in the ordinary course of operations. The Company does
not believe that such litigation, if resolved against Wackenhut Corrections,
would have a material adverse effect upon its business, financial position or
results of operations. The Leases provide that Wackenhut Corrections is
responsible for claims based on personal injury and property damage at the
Facilities and require Wackenhut Corrections to maintain insurance for such
purposes.
 
                                       63
   70
 
COMPETITION
 
     The Initial Facilities are, and any additional correctional and detention
facilities acquired by the Company will be subject to competition for inmates
from private prison managers and possibly governmental entities. The number of
inmates in a particular area could have a material effect on the revenues of the
Company's correctional and detention facilities. In addition, revenues of the
Company's correctional and detention facilities will be affected by a number of
factors, including the demand for inmate beds and general economic conditions.
The Company will also be subject to competition for the acquisition of
correctional and detention facilities with other purchasers of correctional and
detention facilities, including, without limitation, CCA Prison Realty Trust, a
publicly-traded REIT which also focuses on the acquisition and ownership of
correctional and detention facilities.
 
GOVERNMENT REGULATION
 
  Corrections Industry Regulations
 
     The corrections industry is subject to federal, state and local regulations
in the United States which are administered by a variety of regulatory
authorities. Generally, prospective providers of corrections services must be
able to detail their readiness to, and must comply with, a variety of applicable
state and local regulations, including education, health care and safety
regulations. Correctional and detention management contracts frequently include
extensive reporting requirements and require supervision and on-site monitoring
by representatives of contracting governmental agencies. State law also
typically requires corrections officers to meet certain training standards. In
addition, many state and local governments are required to enter into a
competitive bidding procedure before awarding contracts for products or
services. The laws of certain jurisdictions may also require the Company to
award subcontracts on a competitive basis or to subcontract with businesses
owned by women or members of minority groups.
 
  Environmental Matters
 
     Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real property may become liable for the costs of removal or
remediation of certain hazardous substances released on or in its property. Such
laws often impose such liability without regard to whether the owner or operator
knew of, or was responsible for, the release of such hazardous substances. The
presence of such substances, or the failure to remediate such substances
properly when released, may adversely affect the owner's ability to sell such
real estate or to borrow funds if the borrower is using such real estate as
collateral. Neither the Company, Wackenhut Corrections nor any of their
affiliates has been notified by any government authority of any material
non-compliance, liability or other claim in connection with any of the Initial
Facilities or Option Facilities and neither the Company, Wackenhut Corrections
nor any of their affiliates is aware of any other environmental condition with
respect to any of the Facilities that is likely to be material to the Company.
Phase I environmental assessments have been acquired for all of the Initial
Facilities and Option Facilities. No assurance can be given that such
investigation would reveal all potential environmental liabilities, that no
prior or adjacent owner created any material environmental condition not known
to the Company or that future uses or conditions (including, without limitation,
changes in applicable environmental laws and regulations) will not result in
imposition of environmental liability or limitation on use of properties. The
Company does not intend to conduct any further environmental investigation in
connection with the Offering. The Leases provide that Wackenhut Corrections will
indemnify the Company for certain potential environmental liabilities at the
Facilities. See "Leases -- Environmental Matters."
 
  Americans with Disabilities Act
 
     The Facilities are subject to the Americans with Disabilities Act of 1990,
as amended (the "ADA"). The ADA has separate compliance requirements for "public
accommodations" and "commercial facilities" but generally requires that public
facilities, such as correctional facilities, be made accessible to people with
disabilities. These requirements became effective in 1992. Compliance with the
ADA requirements could require removal of access barriers and other capital
improvements at the Facilities. Noncompliance could result in imposition of
fines or an award of damages to private litigants. Receipt of a satisfactory ADA
compliance report will be required prior to the Company's acquisition of each
such Facility. Nonetheless, under the Leases, Wackenhut Corrections is required
to make any necessary modifications or improvements to comply with the ADA and
to indemnify the Company from any liabilities in connection therewith.
                                       64
   71
 
                           THE FORMATION TRANSACTIONS
 
     Prior to or simultaneously with the consummation of the Offering, the
Company and Wackenhut Corrections will engage in the Formation Transactions
which are designed to consolidate ownership of the Initial Facilities in the
Company, to provide a vehicle for future acquisitions of correctional and
detention facilities (including the Option Facilities and the Future Facilities)
and to enable the Company to qualify as a REIT for federal income tax purposes
commencing with its taxable year ending December 31, 1998. These transactions
include the following:
 
     - Issuance of Common Shares and Redemption of Founder's Shares.  The
      Company will sell 6,200,000 Common Shares in the Offering, resulting in
      net proceeds to the Company of approximately $113.8 million after
      deduction of the underwriting discounts and commissions and estimated
      offering expenses. All of the net proceeds to the Company from the
      Offering will be either contributed by the Company directly to the
      Operating Partnership or contributed by the Company to CPT LP, a wholly-
      owned subsidiary of the Company, so as to capitalize CPT LP and enable CPT
      LP to fund its investment in the Operating Partnership, in exchange for a
      combined 100% interest in the Operating Partnership. The Company will
      initially own a 98% limited partnership interest and a 1% general
      partnership interest in the Operating Partnership. CPT LP will initially
      own a 1% limited partnership interest in the Operating Partnership. The
      Company will contemporaneous with the consummation of the Offering also
      redeem at cost the 1,000 founder's shares which were issued in connection
      with the formation of the Company.
 
     - Purchase Agreement.  The Company will enter into the Purchase Agreement
      with Wackenhut Corrections, pursuant to which the Company will acquire,
      directly or as assignee of Wackenhut Corrections' contract rights, the
      eight Initial Facilities for an aggregate cash purchase price of
      approximately $113.0 million. The total purchase price of approximately
      $113.0 million represents approximately 118% of the estimated cost of the
      Initial Facilities.
 
     - Option Agreements.  The Company will enter into the Option Agreements
      with Wackenhut Corrections, pursuant to which Wackenhut Corrections will
      grant the Company the option to acquire each of the three Option
      Facilities, at any time during the applicable Option Facility Option
      Period, for a cash purchase price equal to the applicable Option Facility
      Purchase Price. If the Company elects to purchase all three Option
      Facilities, the aggregate purchase price is estimated to be approximately
      $109.7 million.
 
     - Leases.  Concurrent with the Company's acquisition of the Initial
      Facilities and, if acquired, the Option Facilities, the Company will lease
      such Facilities to Wackenhut Corrections (and Wackenhut Corrections will
      continue to operate such facilities) pursuant to the Leases for an initial
      term of 10 years. Subject to certain limited exceptions, the term of each
      of the Leases may be extended by Wackenhut Corrections for three
      additional five-year terms at a fair market rental rate as mutually agreed
      upon by the Company and Wackenhut Corrections or, in the absence of such
      an agreement, as determined by binding arbitration. In addition, the term
      of any of the Leases will be automatically extended upon expiration
      thereof on the same terms (including the then applicable base rent and
      Base Rent Escalation) as reflected in the applicable Lease if there is at
      such time an unexpired sublease with respect to such Facility. Under the
      terms of the Leases, Wackenhut Corrections will have a 30-day right of
      first refusal on the proposed sale by the Company of any of the Initial
      Facilities and, if acquired, the Option Facilities.
 
     - Right to Purchase Agreement.  The Company will enter into the Right to
      Purchase Agreement with Wackenhut Corrections, pursuant to which the
      Company will have the right, during the 15 years following the
      consummation of the Offering (so long as there are any leases in force
      between the Company and Wackenhut Corrections), to acquire and lease back
      to Wackenhut Corrections any Future Facilities, subject to certain limited
      exceptions where the sale or transfer of ownership of a facility is
      restricted under a facility operating agreement or pursuant to a
      restriction under a governmentally-assisted financing arrangement. Under
      the terms of the Right to Purchase Agreement,
 
                                       65
   72
 
      the Company may purchase a particular Future Facility at any time during
      the Future Facility Option Period applicable to such Future Facility. The
      purchase price for each Future Facility will equal the applicable Future
      Facility Purchase Price, which may differ from the fair market value of
      such facility at such time. In the case of any Future Facility acquired
      during the first five years of the Right to Purchase Agreement, the
      initial annual rental rate for such Facility will be the greater of (i)
      the fair market rental rate as mutually agreed upon by the Company and
      Wackenhut Corrections, or in the absence of such agreement, as determined
      by binding arbitration, or (ii) 9.5% of the purchase price of such Future
      Facility. In the case of any Future Facility acquired thereafter, the
      initial annual rental rate will be the fair market rental rate as mutually
      agreed upon by the Company and Wackenhut Corrections or, in the absence of
      such an agreement, as determined by binding arbitration. Under the terms
      of any lease between the Company and Wackenhut Corrections relating to a
      Future Facility, Wackenhut Corrections will have a right of first refusal
      on the proposed sale by the Company of any Future Facilities.
 
     - Credit Facility.  The Company has obtained a commitment for the $100
      million Bank Credit Facility from NationsBank, N.A. which may be used to
      finance the acquisition of additional correctional and detention
      facilities (including the Option Facilities and Future Facilities), to
      expand the Facilities and for general working capital requirements. See
      "The Company -- Bank Credit Facility." The Company has also obtained a
      commitment for the $10 million Interim Credit Facility from NationsBank,
      N.A. on substantially the same terms and conditions as the Bank Credit
      Facility.
 
     - Issuance of Options.  The Company will, contemporaneous with the
      consummation of the Offering, grant to certain officers and directors of
      Wackenhut Corrections and its affiliates and to the officers and trustees
      of the Company options to purchase an aggregate of 590,000 Common Shares
      at a purchase price per share equal to the Offering Price, of which
      options to purchase 565,000 Common Shares will be exercisable in four
      equal annual installments commencing on the date of grant and options to
      purchase 25,000 Common Shares will be exercisable immediately.
 
ADVANTAGES AND DISADVANTAGES TO UNAFFILIATED SHAREHOLDERS
 
     The potential advantages of the Formation Transactions to unaffiliated
shareholders of the Company include their ability to participate in the cash
flow generated by the rent from the Initial Facilities through their ownership
by the Company, and in all future acquisitions by the Company. See "The
Company -- Business and Growth Strategies -- Expansion Opportunities." The
potential disadvantages of such transactions to unaffiliated shareholders of the
Company include the lack of arm's-length valuations in determining the
consideration in such transactions and the fact that Dr. Zoley, Chairman of the
Company and Vice Chairman and Chief Executive Officer of Wackenhut Corrections,
Richard Wackenhut, a trustee of the Company and a Director of Wackenhut
Corrections, and George Wackenhut, a trustee of the Company and Chairman of
Wackenhut Corrections, will have substantial influence over the management and
operations of the Company, and that the risk such influence might be exercised
in a manner which may not be in the best interests of the Company and its
shareholders. See the more complete discussion of such matters under "Risk
Factors."
 
BENEFITS TO WACKENHUT CORRECTIONS AND CERTAIN AFFILIATES
 
     The benefits of the foregoing transactions to Wackenhut Corrections and its
directors and officers include:
 
     - The cost of the seven Initial Facilities to be acquired from Wackenhut
      Corrections and the Wackenhut Lease Facility is approximately $79.0
      million, of which approximately $24.6 million is for the three Initial
      Facilities owned by Wackenhut Corrections and approximately $54.4 million
      is for the four Initial Facilities owned by the Wackenhut Lease Facility.
      Wackenhut Corrections will receive approximately $42.3 million in cash,
      consisting of approximately $29.5 million for the three Initial Facilities
      owned by it and approximately $12.8 million for its right to acquire four
      of the remaining five Initial Facilities. The Wackenhut Lease Facility,
      which is guaranteed in part by Wackenhut Corrections, will receive
      approximately $54.4 million in cash for the four Initial Facilities owned
      by it. The aggregate purchase price to the Company of such seven
      facilities represents 122% of the approximately $79.0 million cost of such
      Initial Facilities. The Company will purchase the eighth
 
                                       66
   73
 
      Initial Facility directly from Karnes County, Texas and Wackenhut
      Corrections will not receive any portion of the proceeds payable upon the
      purchase of such facility.
 
     - In the event the Company elects to exercise its option to acquire any or
      all of the three Option Facilities, Wackenhut Corrections would receive up
      to approximately $5.2 million in cash and the Wackenhut Lease Facility
      would receive approximately $104.5 million in cash (in total representing
      approximately 105% of the cost of such Option Facilities, regardless of
      market value);
 
     - Wackenhut Corrections will be able to expand its business development
      opportunities as a result of the potential increased access to capital
      available through its relationship and contractual arrangements with the
      Company;
 
     - Wackenhut Corrections will have a right of first refusal with regard to
      certain future sales of Facilities by the Company;
 
     - Wackenhut Corrections has accelerated the vesting of 18,300 options to
      purchase shares of Wackenhut Corrections common stock which were held by
      Charles Jones, the Company's President and Chief Executive Officer. Mr.
      Jones exercised these options, as well as 10,200 vested options to
      purchase shares of Wackenhut Corrections common stock, and has disposed of
      all such shares;
 
     - Dr. Zoley, George Wackenhut and Richard Wackenhut, and other directors,
      officers and employees of Wackenhut Corrections and its affiliates (other
      than Messrs. Jones and Hogan) will, contemporaneous with the consummation
      of the Offering, be granted options to purchase 480,000 Common Shares at a
      per share purchase price equal to the Offering Price, which will be
      exercisable in four equal annual installments commencing on the date of
      grant;
 
     - Messrs. Jones and Hogan, each of whom has agreed to resign his position
      as an employee of Wackenhut Corrections will, contemporaneous with the
      consummation of the Offering, be granted options to purchase an aggregate
      of 85,000 Common Shares at a per share purchase price equal to the
      Offering Price; and
 
     - Through its operations of the Initial Facilities pursuant to the Leases,
      Wackenhut Corrections will be entitled to all of the cash flow from the
      Initial Facilities after the payment of operating expenses, taxes and rent
      under the Leases.
 
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           RELATIONSHIP BETWEEN WACKENHUT CORRECTIONS AND THE COMPANY
                        AFTER THE FORMATION TRANSACTIONS
 
     For the purpose of governing certain of the ongoing relationships between
the Company and Wackenhut Corrections after the Formation Transactions and to
provide mechanisms for an orderly transition prior to the completion of the
Formation Transactions, the Company and Wackenhut Corrections will have entered
into the various agreements and will have adopted the policies described herein.
 
     Purchase Agreement.  Prior to the consummation of the Offering, the Company
will enter into the Purchase Agreement with Wackenhut Corrections pursuant to
which the Company will acquire, directly or as assignee of Wackenhut
Corrections' contract rights, the eight Initial Facilities for an aggregate cash
purchase price of approximately $113.0 million. Pursuant to the Purchase
Agreement, the transfer of the Initial Facilities is subject to the completion
of the Offering as well as the normal and customary conditions to the closing of
real estate transactions. The Purchase Agreement will contain representations
and warranties by Wackenhut Corrections concerning the Initial Facilities
customarily found in agreements of such type that will survive the consummation
of the Offering for a period of one year.
 
     Option Agreements.  Prior to the consummation of the Offering, the Company
will enter into the Option Agreements with Wackenhut Corrections, pursuant to
which Wackenhut Corrections will grant the Company the option to acquire each of
the three Option Facilities at any time during the applicable Option Facility
Option Period for a cash purchase price equal to the applicable Option Facility
Option Price. If the Company elects to purchase all three Option Facilities, the
aggregate purchase price is estimated to be $109.7 million.
 
     Leases.  Concurrent with the Company's acquisition of the Initial
Facilities and, if acquired, the Option Facilities, the Company will lease such
Facilities to Wackenhut Corrections (and Wackenhut Corrections will continue to
operate such facilities) pursuant to the Leases for an initial term of 10 years.
Subject to certain limited exceptions, the term of each of the Leases may be
extended by Wackenhut Corrections for three additional five-year terms at a fair
market rental rate as mutually agreed upon by the Company and Wackenhut
Corrections or, in the absence of such an agreement, as determined by binding
arbitration. In addition, the term of any of the Leases will be automatically
extended upon expiration thereof on the same terms (including the then
applicable base rent and Base Rent Escalation) as reflected in the applicable
Lease Wackenhut Corrections is obligated under an unexpired sublease with
respect to such Facility. Under the terms of the Leases, Wackenhut Corrections
will have a right of first refusal on the proposed sale by the Company of any of
the Initial Facilities and, if acquired, the Option Facilities.
 
     Right to Purchase Agreement.  It is anticipated that Wackenhut Corrections
will acquire or develop additional correctional or detention facilities in the
future. Prior to the consummation of the Offering, the Company will enter into
the Right to Purchase Agreement with Wackenhut Corrections pursuant to which the
Company will have the right, during the 15 years following the consummation of
the Offering (so long as there are any leases in force between the Company and
Wackenhut Corrections), to acquire and lease back to Wackenhut Corrections any
Future Facilities, subject to certain limited exceptions where the sale or
transfer of ownership of a facility is restricted under a facility operating
agreement or governmentally-assisted financing arrangements. Under the terms of
the Right to Purchase Agreement, the Company may purchase a particular Future
Facility at any time during the Future Facility Option Period applicable to such
Future Facility, for a cash purchase price equal to the Future Facility Purchase
Price for such Future Facility, which may differ from the fair market value of
such facility at such time. In the case of any Future Facility acquired during
the first five years of the Right to Purchase Agreement, the initial annual
rental rate for such Facility will be the greater of (i) the fair market rental
rate as mutually agreed upon by the Company and Wackenhut Corrections, and in
the absence of such agreement, as determined by binding arbitration, or (ii)
9.5% of the applicable Future Facility Purchase Price. In the case of any Future
Facility acquired thereafter, the initial annual rental rate will be the fair
market rental rate as mutually agreed upon by the Company and Wackenhut
Corrections or, in the absence of such an agreement, as determined by binding
arbitration. Under the terms of any lease between the Company and Wackenhut
Corrections relating to a Future Facility, Wackenhut Corrections will have a
right of first refusal on the proposed sale by the Company of any such Future
Facility.
 
                                       68
   75
 
     Policies and Procedures for Addressing Conflicts.  After completion of the
Formation Transactions, the Company and Wackenhut Corrections will have
significant contractual and other ongoing relationships, as described above and
under the caption "Leases" herein. Such ongoing relationships may present
certain conflict situations for certain trustees and officers of the Company and
certain directors and officers of Wackenhut Corrections. See "Risk
Factors -- Conflicts of Interest." The Company and Wackenhut Corrections will
adopt appropriate policies and procedures to be followed by the Board of
Trustees of the Company and the Board of Directors of Wackenhut Corrections to
attempt to address those conflicts. Such procedures will include requiring Dr.
Zoley, George Wackenhut and Richard Wackenhut to abstain from making management
decisions in their capacity as trustees or officers of the Company or as
directors or officers of Wackenhut Corrections, and to abstain from voting as
directors or trustees of either company with respect to matters that present a
conflict of interest between the companies. Whether or not a conflict of
interest situation exists will be determined by the Company Independent
Committee on a case-by-case basis in accordance with the policies and procedures
to be developed by the Board of Trustees. See "Risk Factors -- Conflicts of
Interest."
 
     Upon the consummation of the Offering, the Board of Trustees will establish
the Company Independent Committee, which will consist of the five trustees who
will be neither officers or employees of the Company or its affiliates, nor
directors, trustees, officers, employees of, or other persons who have a
material financial interest in, any of (i) The Wackenhut Corporation or
Wackenhut Corrections, or (ii) any lessee or tenant of facility owned by the
Company or by the Company's affiliates, or (iii) any owner, lessee or tenant of
any facility financed by the Company or by the Company's affiliates, other than
any such owner, lessee or tenant which is an affiliate of the Company, or (iv)
any management company operating any facility owned or financed by the Company
or by the Company's affiliates, or (v) an affiliate of any of the foregoing.
Pursuant to the Bylaws, the Company Independent Committee must approve the
following actions of the Board of Trustees: (a) the selection of the operators
for the Company's facilities and (b) the entering into or the consummation of
any agreement or transaction with Wackenhut Corrections or its affiliates,
including, but not limited to, the negotiation, enforcement and renegotiation of
the terms of any lease of any of the Company's facilities. Certain other
significant actions of the Board of Trustees will require the approval of a
minimum of two-thirds of the trustees. See "Certain Provisions of Maryland Law
and of the Company's Declaration of Trust and Bylaws -- Super-Majority Vote of
Trustees."
 
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           POLICIES AND OBJECTIVES WITH RESPECT TO CERTAIN ACTIVITIES
 
     The following is a discussion of the Company's investment objectives and
policies, financing policies and policies with respect to certain other
activities. These policies are determined by the Board of Trustees and may be
amended or revised from time to time at the discretion of the Board of Trustees
without a vote of the Company's shareholders.
 
INVESTMENT POLICIES
 
     The Company intends to focus its investments on the acquisition or
development of facilities directly from, or on behalf of, Wackenhut Corrections
or its affiliates or other private prison managers or government entities in the
United States. Additionally, the Company may pursue other opportunities as well,
including investment opportunities abroad and in facilities unrelated to the
correctional and detention industry. The Company may also invest in other
facilities or excess land to the extent necessary to acquire a facility.
 
     The Company will apply the following general guidelines in evaluating
potential investments in correctional and detention facilities: (i) completion
of the construction of the facility, (ii) execution of a government contract for
the operation of the facility, and (iii) documentation of adequate inmate
occupancy levels. Although these investment guidelines are not compulsory but
merely advisory, management of the Company has no present intent to acquire any
facility until construction is completed.
 
     Subject to the general investment guidelines referenced above, the Company
will consider a variety of specific factors in evaluating potential investments
in correctional or detention facilities, including: (i) the reputation and
creditworthiness of the current owner, manager or developer of the facility,
(ii) the proposed terms for purchasing the facility, (iii) the proposed terms
for leasing the facility, including rental payments and lease term, (iv) the
quality of construction of the facility, (v) the quality of operations at an
existing facility or the quality of other operations of a prison manager for a
new facility, (vi) the relationship between the prison manager and the
contracting government entity, and (vii) the status of existing facilities as
facilities accredited by the American Correctional Association (the "ACA"). The
ACA is a multi-disciplinary organization of professionals representing all
levels and facets of the corrections and criminal justice industry, including
federal, state and military correctional facilities in prisons, county jails and
detention centers, probation and parole agencies, and community
corrections/half-way houses. Comprised of 70 chapters and affiliated
organizations, as well as individual members numbering more than 20,000, the ACA
serves as the umbrella organization for all areas of corrections, and provides a
broad base of expertise in this industry.
 
     The Company may purchase or lease properties for long-term investment,
expand and improve the facilities presently owned or sell such properties, in
whole or in part, when circumstances warrant. The Company may also participate
with other entities in property ownership, through joint ventures or other types
of co-ownership. Equity investments may be subject to existing mortgage
financing and other indebtedness which have priority over the equity interest of
the Company.
 
     While the Company emphasizes equity real estate investments, it may, in its
discretion, invest in mortgages, equity or debt securities of other REITs or
partnerships and other real estate interests. Mortgage investments may include
participating in convertible mortgages. The Company does not currently intend to
purchase securities of, or interests in, other entities engaged in real estate
activities.
 
     There are no limitations on the percentage of the Company's assets that may
be invested in any one property, venture or type of security. The Board of
Trustees may establish limitations as it deems appropriate from time to time,
including limitations necessary to maintain the Company's qualification as a
REIT. No limitations have been set on the number of properties in which the
Company will seek to invest or on the concentration of investments in any one
geographic region.
 
DISPOSITION POLICIES; WACKENHUT CORRECTIONS' RIGHT OF FIRST REFUSAL
 
     The Company has no current intention to dispose of any of the Facilities,
although it reserves the right to do so if the Board of Trustees determines that
such action would be in the best interests of the Company. Wackenhut Corrections
shall have a right of first refusal with respect to any sale of the Facilities.
See "The
                                       70
   77
 
Formation Transactions" and "Leases" for a more detailed discussion of the terms
and conditions of Wackenhut Corrections' right of first refusal.
 
FINANCING POLICIES
 
     The Company presently intends to maintain its Debt Policy (measured at the
time a borrowing occurs), which requires a ratio of total consolidated
indebtedness to total market capitalization of 50% or less. The Board of
Trustees may, however, from time to time reevaluate this policy and decrease or
increase such ratio accordingly. The Company will determine its financing
policies in light of then current economic conditions, relative costs of debt
and equity capital, market values of properties, growth and acquisition
opportunities and other factors. Following consummation of the Offering, the
Company expects to establish the $100 million Bank Credit Facility which may be
used to finance the acquisition of additional correctional and detention
facilities (including the Option Facilities and the Future Facilities), the
expansion of existing facilities and for working capital requirements. If the
Board of Trustees determines that additional funding is desirable, the Company
may raise such funds through additional equity offerings, debt financing or
retention of cash flow (subject to provisions in the Code concerning taxability
of undistributed REIT income and REIT qualification), or a combination of these
methods.
 
     Indebtedness incurred by the Company may be in the form of publicly or
privately placed debt instruments or financings from banks, institutional
investors or other lenders, any of which indebtedness may be unsecured or may be
secured by mortgages or other interests in the facilities owned by the Company.
There are no limits on the number or amounts of mortgages or other interests
which may be placed on any one facilities. In addition, such indebtedness may be
with or without recourse to all or any part of the facilities of the Company or
may be limited to the particular facility to which the indebtedness relates. The
proceeds from any borrowings may be used for the payment of distributions, and
working capital or to refinance indebtedness or to finance acquisitions,
expansions or developments of new facilities.
 
     In the event that the Board of Trustees determines to raise additional
equity capital, the Board of Trustees has the authority, without shareholder
approval, to issue additional Common Shares or Preferred Shares of the Company.
The Bylaws will require the approval of at least two-thirds of the members of
the Board of Trustees for the Company to issue equity securities, other than
Common Shares issued (a) for at least the fair market value thereof at the time
of issuance as determined in good faith by a majority of the Board of Trustees,
(b) pursuant to any share incentive or option plans of the Company, or (c) in a
bona fide underwritten public offering managed by one or more nationally
recognized investment banking firms. Existing shareholders would have no
preemptive right to purchase shares issued in any offering, and any such
offering might cause a dilution of a shareholder's investment in the Company.
 
WORKING CAPITAL RESERVE POLICIES
 
     The Company will maintain working capital reserves (and when not
sufficient, access to borrowings) in amounts that the Board of Trustees
determines to be adequate to meet normal contingencies in connection with the
operation of the Company's business and the management of its investments.
 
CONFLICTS OF INTEREST POLICIES
 
     The Company will adopt certain policies designed to minimize potential
conflicts of interest. However, there can be no assurance that these policies
always will be successful in eliminating the influence of such conflicts and, if
they are not successful, decisions could be made that might fail to reflect
fully the best interests of all shareholders.
 
  Declaration of Trust and Bylaw Provisions
 
     The Declaration of Trust will require that at least a majority of the
members of the Board of Trustees be comprised of "Independent Trustees," defined
therein as individuals who qualify as trustees but who are neither an officer
nor an employee of the Company or its affiliates, nor a director, trustee,
officer or employee of, or other person who has a material financial interest
in, any of (i) The Wackenhut Corporation or
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Wackenhut Corrections, or (ii) any lessee or tenant of a facility owned by the
Company or by the Company's affiliates, or (iii) any owner, lessee or tenant of
any facility financed by the Company or by the Company's affiliates, other than
any such owner, lessee or tenant which is an affiliate of the Company, or (iv)
any management company operating any facility owned or financed by the Company
or by the Company's affiliates, or (v) an affiliate of any of the foregoing. The
Declaration of Trust will provide that such provisions relating to Independent
Trustees may be amended with the approval by the shareholders by the affirmative
vote of two-thirds of all of the votes entitled to be cast on such matters. In
addition, the Bylaws provide that the selection of operators for the Company's
facilities and the entering into and consummation of any agreement or
transactions with Wackenhut Corrections or its affiliates, including, but not
limited to, the negotiation, enforcement and renegotiation of the terms of any
lease of any of the Company's facilities with such parties, be approved by the
Company Independent Committee which must consist solely of Independent Trustees.
 
OTHER POLICIES
 
     The Company intends to operate in a manner that will not subject it to
regulation under the Investment Company Act of 1940. The Company does not intend
(i) to invest in the securities of other issuers for the purpose of exercising
control over such issuer, (ii) to underwrite securities of other issuers or
(iii) to trade actively in loans or other investments.
 
     Although it does not currently intend to do so, the Company may make
investments other than as previously described, provided that such investments
do not disqualify the Company from its REIT status. The Company may repurchase
or otherwise reacquire Common Shares or any other securities it may issue and
may engage in such activities in the future. The Board of Trustees has no
present intention of causing the Company to repurchase any of the Common Shares,
and any such action would be taken only in conformity with applicable federal
and state laws and the requirements for qualifying as a REIT under the Code and
the Treasury Regulations. Although it may do so in the future, the Company has
not issued Common Shares or any other securities in exchange for property, nor
has it reacquired (other than the 1,000 founder's shares) any of its Common
Shares or any other securities. See "The Formation Transactions." The Company
may make loans to third parties, including, without limitation, to its officers
and to joint ventures in which it decides to participate. Such loans will
generally require the approval of the Board of Trustees, and loans to Wackenhut
Corrections and its affiliates or to a joint venture in which Wackenhut
Corrections participates will require the approval of the Company Independent
Committee.
 
     At all times, the Company intends to make investments in such a manner as
to be consistent with the requirements of the Code to qualify as a REIT and the
Board of Trustees shall endeavor to take no action which disqualifies the
Company as a REIT or otherwise causes the revocation of the Company's election
to be taxed as a REIT without the affirmative vote of the holders of not less
than two-thirds of the shares of the Company entitled to vote on such matter.
 
                                       72
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                        OPERATING PARTNERSHIP AGREEMENT
 
     The following summary of the Operating Partnership Agreement and the
descriptions of certain operating provisions thereof set forth elsewhere in this
Prospectus, is qualified in its entirety by reference to the Operating
Partnership Agreement, which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part.
 
MANAGEMENT
 
     The Operating Partnership will be organized as a Delaware limited
partnership pursuant to the terms of the partnership agreement that will include
the Company, as general partner, and both the Company and CPT LP as the initial
limited partners (the "Partnership Agreement"). Pursuant to the Partnership
Agreement, the Company, as the sole general partner of the Operating Partnership
(the "General Partner"), will have full, exclusive and complete responsibility
and discretion in the management and control of the Operating Partnership, and
the Company and CPT LP, in their capacity as the Limited Partners, will have no
authority to transact business for, or participate in the management activities
or decisions of, the Operating Partnership. Generally, any amendment to the
Partnership Agreement may be made by the General Partner, including, without
limitation, amendments that (i) add to the obligations of the General Partner,
(ii) reflect the admission, substitution or withdrawal of partners, (iii)
reflect the issuance of additional partnership interests issued by the Operating
Partnership, (iv) reflect a change that does not adversely affect Limited
Partners and (v) are necessary to satisfy legal requirements. The consent of
each adversely affected partner is required for any amendment that would require
any partner to make additional capital contributions or restore any negative
balance in its capital account, or which amendment would convert a limited
partnership interest into a general partnership interest, affect a Limited
Partner's liability or right to receive distributions or that would dissolve the
Operating Partnership prior to December 31, 2048 (other than as a result of
certain mergers or consolidations).
 
TRANSFERABILITY OF INTERESTS
 
     Subject to limited exceptions, the Limited Partners may not withdraw from
the Operating Partnership. With certain exceptions, the Limited Partners may
transfer their Units, in whole or in part, without the consent of the General
Partner. Subject to limited exceptions, the General Partner may not withdraw or
transfer its Units.
 
CAPITAL CONTRIBUTION
 
     The Company will contribute $20 to the Operating Partnership as its initial
capital contribution as General Partner and $1,960 as its initial capital
contribution as Limited Partner, and CPT LP will contribute $20 as its initial
capital contribution as a Limited Partner. The Company will receive a 1% general
partnership interest and a 98% limited partnership interest, and CPT LP will
receive a 1% limited partnership interest, in the Operating Partnership. The
Company, directly as a General Partner and a Limited Partner, and indirectly
through CPT LP, will contribute on a pro rata basis to the Operating Partnership
as additional capital contributions the net proceeds of the Offering. Upon
contribution of such additional capital to the Operating Partnership, the
Company and CPT LP will receive additional Units in the Operating Partnership
which will equal the number of outstanding Common Shares issued in the Offering,
and their percentage interests in the Operating Partnership will be adjusted, on
a proportionate basis based upon the amount of such additional capital
contributions and the value of the Operating Partnership at the time of such
contributions.
 
OPERATIONS
 
     The Partnership Agreement requires that the Operating Partnership be
operated in a manner that will enable the Company to satisfy the requirements
for being classified as a REIT.
 
     In addition to the administrative and operating costs and expenses incurred
by the Operating Partnership, the Operating Partnership will pay all
administrative costs and expenses of the Company (the "Company Expenses"), and
the Company Expenses will be treated as expenses of the Operating Partnership.
The
                                       73
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Company Expenses generally will include (i) all expenses relating to the
formation of the Company and the Operating Partnership, (ii) all expenses
relating to the Offering, (iii) all expenses associated with the preparation and
filing of any periodic reports by the Company and the Operating Partnership
under federal, state or local laws or regulations, (iv) all expenses associated
with compliance by the Company and the Operating Partnership with laws, rules
and regulations promulgated by any regulatory body, and (v) all other operating
or administrative costs of the Company incurred in the ordinary course of its
business on behalf of the Operating Partnership. If the Company acquires assets
outside of the Operating Partnership or an entity wholly-owned by the Operating
Partnership, the percentage of Company Expenses allocated to the Operating
Partnership shall be reduced to an amount that is fair and equitable to the
Operating Partnership under the circumstances, as determined by the Company as
General Partner.
 
DISTRIBUTIONS AND ALLOCATIONS
 
     The Partnership Agreement provides that the Operating Partnership will
distribute cash from operations (including net sale or refinancing proceeds, but
excluding net proceeds from the sale of the Operating Partnership's property in
connection with the liquidation of the Operating Partnership) on a quarterly
(or, at the election of the General Partner, more frequent) basis, in amounts
determined by the General Partner in its sole discretion, to the partners in
accordance with their respective percentage interests in the Operating
Partnership. Upon liquidation of the Operating Partnership, after payment of, or
adequate provision for, debts and obligations of the Operating Partnership,
including any partner loans, any remaining assets of the Operating Partnership
will be distributed to all partners in accordance with their respective positive
capital account balances.
 
     Profit and loss of the Operating Partnership for each fiscal year of the
Operating Partnership generally will be allocated among the partners in
accordance with their respective interests in the Operating Partnership. Taxable
income and loss will be allocated in the same manner, subject to compliance with
the provisions of Code sections 704(b) and 704(c) and Treasury Regulations
promulgated thereunder.
 
TERM
 
     The Operating Partnership will continue until December 31, 2048, or until
sooner dissolved upon (i) the sale of all or substantially all the assets and
properties of the Operating Partnership, (ii) the withdrawal of the General
Partner (unless there remains at least one other General Partner or a majority
of remaining partners elect to continue the business of the Operating
Partnership and appoint a replacement General Partner), (iii) the acquisition by
a single person of all of the partnership interests, (iv) the entry of a decree
of judicial dissolution of the Operating Partnership, or (v) the election by the
General Partner, with consent of the holders of at least 50% of the Units, other
than those owned by the Company or its affiliates, to dissolve the Operating
Partnership.
 
TAX MATTERS
 
     Pursuant to the Partnership Agreement, the General Partner will be the tax
matters partner of the Operating Partnership and, as such, will have authority
to handle tax audits and to make tax elections under the Code on behalf of the
Operating Partnership.
 
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                                     LEASES
 
     The following summary of the Leases between the Company and Wackenhut
Corrections is qualified in its entirety by reference to the Leases, a form of
which is filed as an exhibit to the Registration Statement, of which this
Prospectus is a part. The following description of the Leases does not purport
to be complete but contains a summary of all material provisions thereof.
Capitalized terms used below but not otherwise defined have the meanings set
forth in the "Glossary."
 
     Concurrent with Wackenhut Corrections' conveyance of the Initial Facilities
and, if acquired, the Option Facilities to the Company, the Company will lease
each such Facility to Wackenhut Corrections or to WCCRE. Each such Facility will
be the subject of a separate Lease that will incorporate the provisions of a
master lease (the "Master Lease") between the Company and Wackenhut Corrections.
The Lease of each such Facility will include the land, the buildings and
structures and other improvements thereon, easements, rights and similar
appurtenances to such land and improvements, and permanently affixed equipment,
machinery, and other specified fixtures relating to the operation of the
Facility (the "Leased Property"). The Lease of each such Facility provides for
an initial term of 10 years (the "Fixed Term") and may be extended by Wackenhut
Corrections for three additional five-year terms beyond the Fixed Term (the
"Extended Terms") at a fair market rental rate as mutually agreed upon by the
Company and Wackenhut Corrections or, in the absence of such an agreement, as
determined by binding arbitration. In addition, an individual Lease will be
automatically extended on the same terms (including the then applicable base
rent and Base Rent Escalation) as reflected in the applicable Lease if there is
at such time an unexpired sublease with respect to such Facility. The Fixed Term
and Extended Terms under each Lease shall be subject to earlier termination upon
the occurrence of certain contingencies described in the Lease. Any additional
Future Facilities will be leased upon terms and conditions substantially similar
to the Leases except that the rental rate in the case of any Future Facility
acquired during the first five years following the Offering will be the greater
of (i) the fair market rental rate as mutually agreed upon by the Company and
Wackenhut Corrections or, in the absence of such agreement, by binding
arbitration or (ii) 9.5% of the applicable Future Facility Option Price. In the
case of any Future Facility acquired thereafter, the initial annual rental rate
will be the fair market rental rate as mutually agreed upon by the Company and
Wackenhut Corrections or in the absence of such an agreement, as determined by
binding arbitration.
 
USE OF THE FACILITIES
 
     Each Lease permits Wackenhut Corrections to operate the Leased Property
solely as a correctional or detention facility, unless otherwise mutually agreed
upon by the Company and Wackenhut Corrections. Wackenhut Corrections has the
responsibility in each Lease to obtain and maintain all licenses, certificates
and permits in order to use and operate the respective Facility and to provide
the Company with evidence of compliance with this obligation.
 
AMOUNTS PAYABLE UNDER THE LEASES; NET PROVISIONS
 
     During the Fixed Term and the Extended Terms, Wackenhut Corrections will
pay annual base rent ("Annual Base Rent"), which will be payable in monthly
installments. The Initial Annual Base Rent for each Initial Facility has been
determined by calculating a figure which would yield 9.5% on the purchase price
of such Initial Facility. The Initial Annual Base Rent for the Aurora Facility
is $743,754, for the McFarland Facility is $666,921, for the Queens Facility is
$1,399,547, for the Central Valley Facility is $1,671,145, for the Golden State
Facility is $1,667,776, for the Desert View Facility is $1,602,149, for the
Broward Facility is $1,437,229 and for the Karnes Facility is $1,550,400. Annual
Base Rent for each Leased Property will be increased each year by the Base Rent
Escalation. Annual Base Rent and Base Rent Escalation are collectively referred
to in the Master Lease as "Rent."
 
     Each Lease of a Leased Property is what is commonly known as a triple-net
lease or absolute net lease, under which Wackenhut Corrections is required to
pay Annual Base Rent and any additional charges related to the Leased Property,
including every fine, penalty, interest expense and cost which may be added for
nonpayment or late payment thereof, all taxes, assessments and levies, excises,
fees, and all other government
 
                                       75
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charges with respect to each Leased Property, and all charges for utilities and
services, including, without limitation, electricity, telephone, trash disposal,
gas, oil, water, sewer, communication and all other utilities used in each
Leased Property.
 
MAINTENANCE, MODIFICATION AND CAPITAL ADDITIONS
 
     Under each Lease, Wackenhut Corrections will, at its sole cost and expense,
maintain each Leased Property in good order, repair and appearance and will make
structural and non-structural, interior and exterior, foreseen and unforeseen,
and ordinary and extraordinary repairs which may be necessary and appropriate to
keep such Leased Property in good order and repair. The Company will not be
required to build or rebuild any improvements to any Leased Property, or to make
any repairs, replacements, alterations, restorations or renewals to any Leased
Property.
 
     Wackenhut Corrections, at its sole cost and expense, may make alterations,
additions, changes and/or improvements to each Leased Property, provided that
with respect to an improvement which has a cost of more than $500,000 or which,
when aggregated with the cost of all such improvements for any individual Leased
Property in the same lease year, would cause the total cost of all such
improvements to exceed $1,000,000 (each such threshold amount increasing 4% per
year, cumulatively) the value and primary intended use of such Leased Property
(determined in the Company's reasonable judgment) is not impaired and the prior
written consent of the Company is obtained. All machinery, equipment, furniture,
furnishings, and other personal property (except certain excluded proprietary
property) installed at the expense of Wackenhut Corrections on any Leased
Property, will remain the property of Wackenhut Corrections until the expiration
or earlier termination of the Lease, at which time the Company will have an
option to purchase such property at appraised fair market value, as determined
pursuant to terms of the Master Lease, upon such expiration or termination.
However, the Company's option in certain cases may be subject to a contracting
governmental entity's superior right to acquire all or a portion of such
removable personal property under the terms of its operating contract with
Wackenhut Corrections.
 
     Each Lease provides that, at the request of Wackenhut Corrections, the
Company may construct one or more new buildings or other improvements to a
particular Leased Property which are not normal or recurring to the maintenance
of such Leased Property (a "Capital Addition"). A Capital Addition to a Leased
Property may necessitate an amendment to an existing Lease or new lease
agreement setting forth any changes in the premises, rent, or other similar
terms of the Lease as a result of the Capital Addition. In certain situations, a
Capital Addition to a Leased Property may be made directly by Wackenhut
Corrections and financed by third parties with the prior written consent of the
Company. In the case of a Capital Addition not undertaken or financed by the
Company, the Company will have an option to acquire and lease back to Wackenhut
Corrections such Capital Addition for a period of one year following the date
Wackenhut Corrections first receives inmates or detainees in such Capital
Addition. The purchase price of such Capital Addition shall be 105% (or such
lower percentage as may be agreed to by Wackenhut Corrections) of the aggregate
costs related to the acquisition, development, design, construction, equipment
and start-up of such Capital Addition which, in the case of goods and services
provided by Wackenhut Corrections, will not exceed the costs which would be paid
therefor if purchased from a third party in an arm's-length transaction. Fair
market rental rates for a Capital Addition acquired or undertaken by the Company
will be as mutually agreed upon by the Company and Wackenhut Corrections, and in
the absence of such an agreement, as determined by binding arbitration.
 
INSURANCE
 
     Each Lease provides that Wackenhut Corrections will maintain insurance on
each Leased Property under Wackenhut Corrections' insurance policies providing
for the following coverages: (i) fire, vandalism, earthquake and malicious
mischief, extended coverage perils, and all physical loss perils, (ii)
comprehensive general public liability (including personal injury and property
damage), (iii) loss of rental value or business interruption and (iv) workers'
compensation. Under the Lease, the Company will have the right to periodically
review Wackenhut Corrections' insurance coverage and provide input with respect
thereto. Management of the Company believes that the insurance coverage
currently maintained by Wackenhut
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Corrections on each Initial Facility is adequate in scope and amount and expects
that adequate insurance will be maintained by Wackenhut Corrections on each such
facility in the future. The Company is expected to be named on such policies as
an additional insured or loss payee, as the case may be.
 
ENVIRONMENTAL MATTERS
 
     Each Lease provides that Wackenhut Corrections makes various
representations and warranties relating to environmental matters with respect to
each Leased Property. Each Lease also requires Wackenhut Corrections to
indemnify and hold harmless the Company and any holder of a mortgage, deed of
trust or other security agreement on a Leased Property (a "Company Mortgagee")
from and against all liabilities, costs and expenses imposed upon or asserted
against the Company or the Leased Property on account of, among other things,
any federal, state or local law, ordinance, regulation, order or decree relating
to the protection of human health or the environment in respect of the Leased
Property. The Leases provide, however, that Wackenhut Corrections will not be
liable with respect to matters or events that arise after the commencement date
of the applicable Lease as a result of the gross negligence or intentional
misconduct of the Company.
 
ASSIGNMENT AND SUBLETTING
 
     The Leases provide that with certain exceptions for service agreements for
portions of the Leased Property in favor of various licensees providing
incidental services customarily associated with or incidental to the operations
of the Leased Property, Wackenhut Corrections may not, without the prior written
consent of the Company, assign, sublease, mortgage, pledge, hypothecate,
encumber or otherwise transfer (except to an affiliate of Wackenhut Corrections)
any Lease or any interest therein, or all or any part of the Leased Property.
The Leases further state that except as provided in connection with governmental
subleases meeting certain requirements such consent may be granted or withheld
by the Company in its sole discretion. An assignment of a Lease will be deemed
to include any change of control (a "Change of Control") of Wackenhut
Corrections, as if such Change of Control were an assignment of the Lease. A
"Change of Control" of Wackenhut Corrections means, for purposes of the Leases,
the sale by Wackenhut Corrections of a controlling interest in Wackenhut
Corrections, or the sale or other transfer of all or substantially all of the
assets of Wackenhut Corrections. A Change of Control also means any transaction
pursuant to which Wackenhut Corrections is merged with or consolidated into
another entity, and Wackenhut Corrections is not the surviving entity. The
Leases further provide that no assignment or sublease will in any way impair the
continuing primary liability of Wackenhut Corrections under the Leases. The
Company will not unreasonably withhold its consent to subleases in favor of
governmental entities which are required in connection with an award of an
operating contract to Wackenhut Corrections, provided that, among other
requirements, (i) any such subleases are inferior and subordinate to the
Company's interest in the Facility and (ii) the term of the sublease does not
extend beyond the term of the Lease between the Company and Wackenhut
Corrections.
 
     In addition, if requested by Wackenhut Corrections in order to respond to a
RFP for an operating agreement, the Company may agree to provide nondisturbance
agreements in favor of governmental entities pursuant to which the Company will
agree to recognize and leave the rights of any such governmental sub-tenant
undisturbed in the event of a termination of the Lease, but only upon a
determination by the Company that the provisions of any such governmental
subleases are acceptable in the Company's sole and absolute discretion.
 
DAMAGE TO, OR CONDEMNATION OF, A LEASED PROPERTY
 
     In the event of any damage or destruction to any Facility, Wackenhut
Corrections has the obligation to fully repair or restore the same at Wackenhut
Corrections' expense, with the Annual Base Rent, real estate taxes and other
impositions on the particular Facility being proportionately abated during the
time of restoration, but only to the extent of any rental interruption insurance
proceeds actually received by the Company. If any Facility is damaged to such an
extent that 50% of the inmate beds at the Leased Facility are rendered unusable,
and if Wackenhut Corrections has fully complied with the insurance obligations
with respect to such Facility (including maintaining insurance against loss of
rents), Wackenhut Corrections may terminate the Lease of that facility upon
turning over all insurance proceeds and payment of any deductible or
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uninsured loss with respect to such Facility to the Company. Additionally, if
the Facility is damaged within the last 24 months of the Lease term and cannot
be restored within six months of the date of the damage, either the Company or
Wackenhut Corrections may terminate the Lease. However, if Wackenhut Corrections
exercises an option to extend the Lease term, the Company may not terminate upon
such casualty damage or destruction.
 
     In the event of a condemnation or taking of any Leased Property neither
party shall be obligated to compensate the other for any damage or loss suffered
as a consequence of such a taking. In the event of a partial taking, Wackenhut
Corrections is obligated to repair the portion not taken, if the same does not
render the Leased Property unsuitable for Wackenhut Corrections' then use and
occupancy, but only to the extent of the condemnation award. The total
condemnation award shall be payable to the Company, except that Wackenhut
Corrections may recover its business damages, the value of its trade fixtures,
personal property and improvements which are not capital additions purchased or
financed by the Company and the value of its leasehold interest.
 
INDEMNIFICATION GENERALLY
 
     Under each Lease, Wackenhut Corrections indemnifies, and is obligated to
save harmless, the Company from and against any and all demands, claims, causes
of action, fines, penalties, damages (including consequential damages), losses,
liabilities (including strict liability), judgments, and expenses (including,
without limitation, reasonable attorneys' fees, court costs, and related
expenses) incurred in connection with or arising from: (i) the use, condition,
operation or occupancy of each Leased Property; (ii) any activity, work, or
thing done, or permitted or suffered by Wackenhut Corrections in or about the
Leased Property; (iii) any acts, omissions, or negligence of Wackenhut
Corrections or any person claiming under Wackenhut Corrections, or the
contractors, agents, employees, invitees, or visitors of Wackenhut Corrections
or any such person; (iv) any claim of any person incarcerated, held or detained
in the Leased Property, including claims alleging breach or violation of such
person's civil or legal rights; (v) any breach, violation, or nonperformance by
Wackenhut Corrections or the employees, agents, contractors, invitees, or
visitors of Wackenhut Corrections, of any term, covenant, or provision of any
Lease or any law, ordinance, or governmental requirement of any kind; (vi) any
injury or damage to the person, property or business of Wackenhut Corrections,
its employees, agents, contractors, invitees, visitors, or any other person
entering upon the Leased Property under the express or implied invitation of
Wackenhut Corrections; (vii) any accident, injury to or death of persons or loss
of damage to any item of property occurring at the Leased Property; and (viii)
any improvements to the Leased Property in order to comply with the requirements
of the ADA.
 
     Under each Lease, the Company indemnifies, and is obligated to save
harmless, Wackenhut Corrections from and against all liabilities, costs and
expenses (including reasonable attorneys' fees) imposed upon or asserted against
Wackenhut Corrections as a result of the Company's gross negligence or
intentional misconduct.
 
EVENTS OF DEFAULT
 
     An event of default will be deemed to have occurred under the Master Lease
and any individual Lease if Wackenhut Corrections fails to perform any covenant
and does not diligently undertake to cure the same after 30 days' notice from
the Company; if the interest of Wackenhut Corrections in any Leased Property is
levied upon or attached and is not discharged in a specified period of time; or
if any representation or warranty of Wackenhut Corrections is incorrect. An
event of default will be deemed to have occurred under the Master Lease and all
of the Leases, if, among other things, Wackenhut Corrections fails to pay any
rent within 15 days after notice of non-payment from Company, if any bankruptcy
proceedings are instituted by or against Wackenhut Corrections and, if against
Wackenhut Corrections, such bankruptcy proceedings are not dismissed within 90
days; if any material part of the property of Wackenhut Corrections is levied
upon or attached in any proceeding and not discharged within a specified period
of time; if Wackenhut Corrections defaults in any payment of any obligations for
borrowed money having a principal balance in excess of $25.0 million; or if
Wackenhut Corrections is the subject of a non-appealable final judgment in an
amount greater
 
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than $10.0 million, which is not covered by insurance or discharged by Wackenhut
Corrections within a specified period of time.
 
     In the event of any event of default referable to a specific Leased
Property, the Company may evict Wackenhut Corrections from such Leased Property
and either terminate the Lease or re-let the Leased Property. However, the
Company will have certain duties to mitigate its losses in the exercise of such
remedies. In either event, Wackenhut Corrections shall remain responsible for
the rental value of such Leased Property for the remainder period of the term in
excess of rents received by the Company from any successor occupant.
Alternatively, at the Company's option, the Company will be entitled to recover
all unpaid Rent then due plus the present value of the Rent for the unexpired
term at the time of the award, subject to the Company's obligation to deliver
and pay-over to Wackenhut Correction any net rentals or proceeds actually
received from the lease, sale or other disposition of the Leased Property
thereafter, up to the amount paid by Wackenhut Corrections. In addition, the
Company may exercise any other rights that it may have under law. In the event
the Company evicts Wackenhut Corrections from a Leased Property, the Master
Lease will remain in full force and effect for all other Leased Properties. With
respect to Wackenhut Correction's failure to timely pay Rent and with respect to
certain nonmonetary events of default under the Master Lease, the Company shall
have all of the foregoing rights, remedies and obligations with respect to all
of the Leased Properties.
 
     The Leases will be governed by and construed in accordance with Florida law
(but not including Florida's conflict of laws rules) except for certain
procedural laws which must be governed by the laws of the location of each
Leased Property. Because the Facilities are located in various states, the
Leases may be subject to restrictions imposed by applicable local law. Neither
the Master Lease nor any of the other agreements entered into by Wackenhut
Corrections in connection with the Formation Transactions prohibits or otherwise
restricts the Company's ability to lease properties to parties (domestic or
foreign) other than Wackenhut Corrections.
 
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                                   SUBLEASES
 
     The provisions of certain existing operating agreements awarded to
Wackenhut Corrections for the Initial Facilities afford the governmental entity
a right to assume an existing Sublease of the subject facility created between
WCCRE and Wackenhut Corrections (or to designate another facility operator to
assume such sublease) at a fixed rental rate in the event of early termination
of the operating agreement upon the occurrence of certain events. The rental
payments and other material terms of these existing Subleases differ from
comparable provisions of the Leases, and there is no requirement that the
governmental entity or its designee comply with the provisions of the Leases. In
such cases, Wackenhut Corrections will, nevertheless, remain primarily liable to
the Company under the Leases.
 
     Concurrently with the conveyance of certain of the Initial Facilities and
the Option Facilities and the execution of the Leases with respect thereto, the
Company will agree to recognize and leave undisturbed such rights of the
governmental entities. Such Subleases are presently in effect with respect to
the Broward Facility, the McFarland Facility, the Central Valley Facility, the
Desert View Facility, and the Golden State Facility. In the case of the Michigan
Facility, the Company will recognize and leave undisturbed the rights of the
State of Michigan under an existing Sublease with Wackenhut Corrections in the
event the option relating to such Facility is exercised by the Company.
Wackenhut Corrections has agreed that the term of the individual Leases between
Wackenhut Corrections and the Company for these Facilities will be automatically
extended, if necessary, in order to insure that the Lease between the Company
and Wackenhut Corrections will be commensurate with the term of any such
Subleases. Some of the material differences between the terms and provisions of
the existing Subleases and the Leases are discussed below.
 
THE BROWARD FACILITY SUBLEASE
 
     WCCRE has entered into a Sublease (the "Broward Sublease") with Wackenhut
Corrections for the use of the Broward Facility. In connection with the
Offering, the Company will enter into a Lease with WCCRE pursuant to which it
will recognize and agree to leave undisturbed the Broward Sublease. While the
Broward Sublease is a triple-net lease, the annual rent payable under the
Broward Sublease is below the annual rent payable under the relevant Lease and
the provisions of the Sublease are generally not as favorable to the lessor as
the comparable provisions of the relevant Lease. If the operating agreement
between Wackenhut Corrections and Broward County is terminated for a reason
other than a default by Wackenhut Corrections during the initial five-year term
expiring in February 2003, the Broward County Sheriff is required under the
operating agreement to assume the obligations of Wackenhut Corrections under the
Broward Sublease through February, 2003, and in the event of such assumption,
may exercise the three consecutive five year renewal options contained in the
Broward Sublease. Wackenhut Corrections will nevertheless remain obligated to
the Company for performance under the Lease for the entire term of the Broward
Sublease. If Wackenhut Corrections defaults on its obligations under the Lease,
the Company will be required to permit the Broward County Sheriff to occupy the
Broward Facility under the terms of the Broward Sublease at a rental rate and
upon terms which are not as favorable to the Company as those of the Lease.
 
THE CALIFORNIA FACILITIES SUBLEASES
 
     WCCRE has entered into a series of Subleases (collectively the "California
Subleases") with Wackenhut Corrections for the use of the California Facilities.
In connection with the Offering, the Company will enter into a series of Leases
with WCCRE pursuant to which it will recognize and agree to leave undisturbed
the California Subleases. Except for the base rent, the terms and provisions of
each of the California Subleases are identical. With the exception of the
Sublease of the McFarland Facility which expires January 1999, the term of each
of the California Subleases is 120 months expiring December 16, 2007 and is
coterminous with a ten year facility operating agreement entered into between
Wackenhut Corrections and the State of California for each such Facility. Each
of the California Subleases provides for certain "termination rights" in favor
of the State of California under which the State of California has the option,
in the event of early termination of the operating agreement between the State
of California and Wackenhut Corrections, to cause Wackenhut Corrections'
interest under each of the California Subleases to be assigned to the State of
California or to a replacement operator approved by the State. The California
Subleases may not be modified without the prior written approval of the State of
California. While the California Subleases are triple-net leases, the provisions
of such Subleases are generally not as favorable to the lessor as the comparable
provisions of the relevant
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Leases. If Wackenhut Corrections defaults on its obligations under the Leases,
the Company will be required to permit the contracting government entity to
occupy the California Facilities under the provisions of the Sublease. The
annual base rent under the Sublease is not subject to adjustment for cost of
living increases or any other reason. As a result, the annual rent payable under
the California Subleases may, during some portion of the term of the applicable
Leases, fall below the annual rent payable under the Leases. Wackenhut
Corrections will nevertheless remain obligated to the Company for performance
under the Leases for the entire term of the California Subleases.
 
THE MICHIGAN FACILITY SUBLEASE
 
     Wackenhut Corrections entered into a lease agreement (the "Michigan
Sublease") with the State of Michigan in January 1998 for an initial term of
twenty years to commence on the later to occur of September 1, 1999 or occupancy
of the Michigan Facility (estimated to occur no later than November 1, 1999).
The lease may be extended at the option of the State of Michigan for two
consecutive five year terms. The annual base rent is payable monthly at a fixed
rate for the entire term and is subject to annual adjustments only in the amount
of any increase or decrease in the cost of insurance, taxes, maintenance and
repair (excluding building system replacement costs) after the base year ending
August 31, 2000. The Michigan Sublease contains broad indemnification provisions
obligating Wackenhut Corrections to indemnify the State of Michigan for any
actions taken by it on the premises and for any breach in the performance of its
obligations under the Michigan Sublease. The Michigan Sublease grants the State
of Michigan the right to terminate the Michigan Sublease upon the occurrence of
certain events, including nonappropriation. In the event the operating agreement
with Wackenhut Corrections is terminated during the term of the Michigan
Sublease, the State of Michigan has the unilateral right to appoint a
replacement operator of the Facility. If Wackenhut Corrections defaults on its
obligations under the Lease for the Michigan Facility, the Company will be
required to permit the State of Michigan to continue to occupy the Facility
under the terms of the Michigan Sublease which would result in the Company
receiving reduced rental income from this Facility. In addition, the provisions
of the Michigan Sublease are not as favorable to the lessor as comparable
provisions of the Lease.
 
     The State of Michigan is also granted an option to purchase the Facility
under the Sublease at any time after the first five years of the term at a price
equal to the replacement cost less depreciation. Wackenhut Corrections will
agree in the Lease for this Facility that Wackenhut Corrections will pay the
shortfall to the Company in the event the purchase option is exercised and the
purchase price paid by the State of Michigan is less than the net book value of
the Michigan Facility as shown on the Company's books and records at the time
the purchase option is exercised.
 
     The Michigan Sublease requires the consent of the State of Michigan prior
to a transfer of ownership of the Facility. The Company will not exercise its
option to acquire the Michigan Facility unless and until it has received such
required consent.
 
THE JENA FACILITY
 
     In March 1997, Wackenhut Corrections acquired, by assignment, all of the
right, title and interest of the LaSalle Parish Hospital District No. 2 (the
"Hospital District") under a Cooperative Endeavor Agreement dated January 30,
1995 (the "Louisiana Operating Agreement") entered into between the LDOC and the
Hospital District. The Louisiana Operating Agreement contemplates the
construction of at minimum a 276-bed juvenile correctional facility through the
issuance of bonds secured by a mortgage on the Jena Facility (the "Mortgage
Debt"). The contemplated Mortgage Debt for the facility was not obtained and
Wackenhut Corrections, upon its acquisition of the interest of the Hospital
District under the Louisiana Operating Agreement, privately financed the cost of
construction of the facility. The Louisiana Operating Agreement, however,
provides that the LDOC may elect to assume the operation of the facility if
Wackenhut Corrections fails to cure operational defects, upon the condition that
the LDOC assumes payment of principal, interest and other obligations under the
contemplated Mortgage Debt. In addition, the term of the Louisiana Operating
Agreement was intended to be commensurate with the contemplated 25 year Mortgage
Debt. The Option Agreement for this Facility will require Wackenhut Corrections
to use reasonable efforts to obtain a clarification from the State of Louisiana
acknowledging the private ownership and financing of the Jena Facility. If the
Company is not satisfied with the terms of any such amendment to the Louisiana
Operating Agreement or other clarification, it may elect not to exercise its
option to purchase this facility.
 
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                                   MANAGEMENT
 
TRUSTEES AND EXECUTIVE OFFICERS
 
     The Company's Board of Trustees currently consists of two members and, upon
consummation of the Offering, will consist of nine members and be divided into
three classes serving staggered three-year terms. Of the nine trustees, five
will be Independent Trustees who are neither officers nor employees of the
Company or its affiliates, nor a director, trustee, officer or employee of, or
other person who has a material financial interest in, (i) Wackenhut Corrections
or The Wackenhut Corporation, or (ii) any tenant or lessee of any facility owned
by the Company or by the Company's affiliates, or by (iii) any owner, lessee or
tenant of any facility financed by the Company or by the Company's affiliates,
other than by such owner, lessee or tenant which is an affiliate of the Company,
or (iv) any management company operating any facility owned or financed by the
Company or by the Company's affiliates, or (v) an affiliate of any of the
foregoing. The first annual meeting of shareholders of the Company after the
Offering at which trustees will be elected will be held in 1999. Executive
officers of the Company serve at the discretion of the Board of Trustees.
 
     Set forth below is information with respect to the current trustees and
executive officers of the Company, each of whom has served in such capacity
since the formation of the Company, and those individuals nominated to become
trustees upon the consummation of the Offering.

                                                                                      YEAR TERM
                                                                                      AS TRUSTEE
NAME                                                 AGE           POSITION            EXPIRES
- ----                                                 ---           --------           ----------
                                                                             
George C. Zoley....................................  48            Chairman              2001
Charles R. Jones...................................  49        President, Chief          2001
                                                             Executive Officer and
                                                                    Trustee
George R. Wackenhut................................  78         Trustee Nominee          2000
Richard R. Wackenhut...............................  50         Trustee Nominee          1999
Anthony D. Travisono...............................  72         Trustee Nominee          2000
Clarence E. Anthony................................  48         Trustee Nominee          2000
James D. Motta.....................................  42         Trustee Nominee          2001
William M. Murphy..................................  47         Trustee Nominee          1999
Robert R. Veach, Jr................................  47         Trustee Nominee          1999
Patrick T. Hogan...................................  30      Vice President, Chief         --
                                                              Financial Officer,
                                                            Secretary and Treasurer

     GEORGE C. ZOLEY has been the Chairman of the Board of Trustees since
February 1998. Dr. Zoley has also served as Vice Chairman of the Board of
Directors of Wackenhut Corrections since January 1997, as President and a
Director of Wackenhut Corrections since it was incorporated in 1988 and as Chief
Executive Officer of Wackenhut Corrections since April 1994. Dr. Zoley
established the correctional division for The Wackenhut Corporation in 1984 and
was, and continues to be, a major factor in Wackenhut Corrections' development
of its privatized correctional and detention facility business. Dr. Zoley is
also a director of each of the entities through which Wackenhut Corrections
conducts its international operations. From 1981 through 1988, as manager,
director, and then Vice President of Government Services of Wackenhut Services
Incorporated, Dr. Zoley was responsible for the development of opportunities in
the privatization of government services by Wackenhut Services Incorporated. Dr.
Zoley continues to serve as Senior Vice President of The Wackenhut Corporation.
Prior to joining Wackenhut Services Incorporated, Dr. Zoley held various
administrative and management positions for city and county governments in South
Florida. He received his Bachelor of Arts and Masters of Public Administration
Degrees from Florida Atlantic University and a Doctorate in Public
Administration from Nova University.
 
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     CHARLES R. JONES has served as President and Chief Executive Officer and as
a trustee of the Company since February 1998. Mr. Jones also serves as Senior
Vice President, Business Development of Wackenhut Corrections where he is
responsible for all phases of business development and marketing, including
legislative initiatives, proposal development, facility finance and acquisition
strategies, and contract negotiations. Mr. Jones will resign from such position
upon consummation of the Offering. Mr. Jones served as Vice President, Business
Development of Wackenhut Corrections from June 1996 to January 1997. Previously,
Mr. Jones was a senior investment banker specializing in project finance and
privatization consulting for the private corrections industry with Rauscher,
Pierce, Refsnes, Inc. in Dallas, Texas. He was responsible for structuring the
first private prison financing in Texas, Florida and Virginia. From 1973 to 1980
Mr. Jones, a certified public accountant, practiced with Peat, Marwick, Mitchell
& Co., in Denver, Colorado specializing in the taxation of commercial real
estate and financial institutions. Mr. Jones received a B.B.A. in Accounting
from the University of Colorado.
 
     GEORGE R. WACKENHUT has been nominated to become a trustee of the Company
upon consummation of the Offering. Mr. Wackenhut has also served as a director
of Wackenhut Corrections since it was incorporated in 1988 and has been the
Chairman of the Board of Wackenhut Corrections since July 1996. Mr. Wackenhut is
the Chairman of the Board, Chief Executive Officer and founder of The Wackenhut
Corporation, the parent of Wackenhut Corrections. Mr. Wackenhut was President of
The Wackenhut Corporation from the time of its founding in 1955 until 1986.
Prior to that, Mr. Wackenhut had been a Special Agent of the Federal Bureau of
Investigation from 1950 to 1954. He received a Bachelor of Science Degree from
the University of Hawaii and a Masters of Education Degree from Johns Hopkins
University. Mr. Wackenhut is on the Dean's Advisory Board of the University of
Miami School of Business, the National Council of Trustees, Freedom Foundation
at Valley Forge, the President's Advisory Council for the Small Business
Administration, Region IV, and a member of the National Board of the National
Soccer Hall of Fame. Mr. Wackenhut is a past member of the Law Enforcement
Council, National Council on Crime and Delinquency, and the Board of Visitors of
the United States Army Military Police School. His son, Richard R. Wackenhut, is
a trustee nominee of the Company.
 
     RICHARD R. WACKENHUT has been nominated to become a trustee of the Company
upon the consummation of the Offering. Mr. Wackenhut has served as a Director of
Wackenhut Corrections since it was incorporated in 1988, and has been the
President and Chief Operating Officer of The Wackenhut Corporation since 1986,
and was Senior Vice President, Operations from 1983 to 1986. Mr. Wackenhut
joined The Wackenhut Corporation in 1973 and served in a number of positions of
increasing responsibility, including field positions of Area and District
Manager. He received a Bachelor of Arts Degree in Political Science from The
Citadel and has completed advanced executive programs at Harvard University
School of Business Administration. Mr. Wackenhut is a Director of Associated
Industries of Florida. He is also a member of the American Society of Industrial
Security and a member of the International Security Management Association. Mr.
Wackenhut is the son of George R. Wackenhut, a trustee nominee of the Company.
 
     ANTHONY P. TRAVISONO has been nominated to become a trustee of the Company
upon the consummation of the Offering. Mr. Travisono served as a director of
Wackenhut Corrections from April 1994 to February 1998. Mr. Travisono is on the
faculty at Salve Regina University in Rhode Island He serves as an International
consultant on correctional issues. From 1974 to 1991, Mr. Travisono was
Executive Director of the American Correctional Association. His career in the
correctional field extends over 48 years, during which Mr. Travisono has been
Director, Rhode Island Department of Corrections; Director, Rhode Island
Department of Mental Health, Retardation and Hospitals; Director, Rhode Island
Department of Social Welfare; Superintendent, Iowa Training School for Boys; and
Superintendent, Rhode Island Training School for Boys. He serves on the Advisory
Committee for Women at the Rhode Island Department of Corrections and on the
Advisory Committee for the Rhode Island Salvation Army Rehabilitation Center.
Mr. Travisono is a 1950 graduate of Brown University and received a Maters
Degree in Social Work from Boston University in 1963.
 
     CLARENCE E. ANTHONY has been nominated to become a trustee of the Company
upon the consummation of the Offering. Mr. Anthony has been the President and
Chief Executive Officer of Emerge Consulting Corporation, a government contracts
consulting and marketing firm located in South Bay, Florida, since October 1997.
Prior thereto, Mr. Anthony was the Director, Client Management Services of CH2M
Hill, a
                                       83
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government consulting firm located in West Palm Beach, Florida from 1995 to 1997
where his duties included developing and implementing tactical action plans for
client procurements. From 1992 to 1995, Mr. Anthony served as Vice President of
William R. Hough & Company, an investment banking firm in Palm Beach Gardens,
Florida where he was responsible for developing financial strategies for
municipal capital projects. Mr. Anthony is a former President of the Florida
League of Cities and President-Elect of the National League of Cities. He has
been the Mayor of South Bay, Florida since 1984 and serves on the Board of
Directors of the National Conference of Black Mayors.
 
     JAMES D. MOTTA has been nominated to become a trustee of the Company upon
the consummation of the Offering. Mr. Motta is President and Chief Executive
Officer for St. Joe/ARVIDA, L.P., ARVIDA, a master plan community development
company with a 39-year history of creating master-planned communities
nationwide. An Arvida executive with more than 18 years experience, Mr. Motta is
responsible for the operations of Arvida's activities in Florida, Georgia and
North Carolina. His other positions with Arvida have included President of
Arvida's South Florida Division, President -- Community Development in Florida,
Georgia, North Carolina, Texas, California and most recently Executive Vice
President and Chief Operating Officer for Arvida. Mr. Motta is a graduate of the
University of Florida.
 
     WILLIAM M. MURPHY has been nominated to become a trustee of the Company
upon the consummation of the Offering. Since 1984, Mr. Murphy has been a self
employed real estate developer and construction manager in Fort Lauderdale,
Florida. During this period he has developed several commercial and retail
developments, many of which he currently owns and manages. From 1975 to 1984,
Mr. Murphy was a Vice President with Chase Manhattan Bank specializing in real
estate workouts and construction lending. Prior to 1975, he was employed by
Travelers Associates performing real estate feasibility studies. He earned
Masters Degrees in Urban Planning from New York University and a Bachelors
Degree in Civil Engineering from the National University of Ireland.
 
     ROBERT R. VEACH, JR. has been nominated to become a trustee upon the
consummation of the Offering. Mr. Veach is an attorney in private practice in
Dallas, Texas specializing in corporate finance. Mr. Veach received a J.D. from
Southern Methodist University and a B.S. in Accounting from Arizona State
University. From 1987 to 1997, Mr. Veach was a Senior Shareholder of the law
firm of Locke Purnell Rain Harrell (A Professional Corporation) and represented
clients in financial transactions including mortgage and asset securitization,
mortgage loan purchase and servicing, synthetic lease transactions and
collateralized debt offerings. From 1983 to 1987, Mr. Veach was an officer of
Rauscher Pierce Refsnes, Inc. responsible for its asset and mortgage-backed
securities investment banking activities. He has been responsible for
structuring over $12 billion in secured debt and real estate transactions.
Previously Mr. Veach was an officer of a national real estate finance firm where
he was involved with administration of tax-exempt mortgage revenue bond housing
programs, origination of residential and commercial mortgage-backed pass-through
securities and participation in the pension and institutional real estate
advisory group. From 1975 to 1980, Mr. Veach was a law clerk to the United
States District Court and Court of Appeals Judge and an attorney with Locke
Purnell.
 
     PATRICK T. HOGAN has been the Vice President, Chief Financial Officer,
Secretary and Treasurer of the Company since February 1998. Mr. Hogan also
serves as Manager of Financial Reporting for Wackenhut Corrections, where he has
assisted in negotiation, documentation and syndication of Wackenhut Corrections'
senior credit facilities. Mr. Hogan will resign from such position upon the
consummation of the Offering. Mr. Hogan received his J.D. from Notre Dame Law
School in 1996 and a B.B.A. in Accountancy from the University of Notre Dame in
1989. From 1994 through 1995, Mr. Hogan worked for a Commissioner of the Federal
Communications Commission. In 1993, Mr. Hogan served for a judge in the Chancery
Division, General Equity section of a New Jersey Superior Court. Prior thereto,
Mr. Hogan worked for a telecommunications holding company and in public
accounting with Coopers & Lybrand.
 
COMMITTEES OF THE BOARD OF TRUSTEES
 
  Company Independent Committee
 
     Upon the consummation of the Offering, the Board of Trustees will establish
a committee consisting of the five Independent Trustees (the "Company
Independent Committee") to approve Interested Trustee Transactions. Pursuant to
the Bylaws, the Company Independent Committee will be required to approve the
 
                                       84
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following actions of the Board of Trustees (the "Interested Trustee
Transactions"): (i) the selection of operators for the Company's facilities and
(ii) the entering into or the consummation of any agreement or transaction with
Wackenhut Corrections or its affiliates, including, but not limited to, the
negotiation, enforcement and renegotiation of the terms of any lease of any of
the Company's facilities. Action by the Company Independent Committee shall be
in lieu of action of the full Board of Trustees, except as otherwise required by
law or as otherwise expressly provided in the Bylaws.
 
  Audit Committee
 
     Upon the consummation of the Offering, the Board of Trustees will establish
an audit committee consisting of three trustees (the "Audit Committee"). All of
the members of the Audit Committee will be required to be Independent Trustees.
The Audit Committee will make recommendations concerning the engagement of
independent public accountants, review with the independent public accountants
the plans and results of the audit engagement, approve professional services
provided by the independent public accountants, review the independence of the
independent public accountants, consider the range of audit and non-audit fees
and review the adequacy of the Company's internal accounting controls.
 
  Compensation Committee
 
     Upon the consummation of the Offering, the Board of Trustees will establish
a compensation committee consisting of three trustees (the "Compensation
Committee"). All of the members of the Compensation Committee will be required
to be Independent Trustees. The Compensation Committee will determine
compensation, including awards under the Employee Option Plan, for the Company's
executive officers and consultants, and the Non-Employee Trustee Option Plan.
The Compensation Committee will also administer the Plans.
 
  Executive Committee
 
     Upon consummation of the Offering, the Board of Trustees will establish an
executive committee consisting of three trustees (the "Executive Committee").
The Executive Committee exercises the authority of the Board of Trustees, to the
extent permitted by law, in the management of the business of the Company
between meetings of the Board of Trustees.
 
     The Company may from time to time form other committees as circumstances
warrant. Such committees will have authority and responsibility as delegated by
the Board of Trustees.
 
COMPENSATION OF TRUSTEES
 
     The Company intends to pay its non-employee trustees annual compensation of
$10,000 for their services. In addition, non-employee trustees will receive a
fee of $1,000 for each Board of Trustees meeting attended. Non-employee trustees
attending any committee meetings will receive an additional fee of $500 for each
committee meeting attended (the Chairman will receive $750), unless the
committee meeting is held on the day of a meeting of the Board of Trustees.
Non-employee trustees will also be reimbursed for reasonable expenses incurred
to attend trustee and committee meetings. Officers of the Company who are
trustees will not be paid any trustees' fees. Non-employee trustees will also
participate in the Non-Employee Trustee Option Plan. See
"Management -- Non-Employee Trustee Option Plan."
 
INDEMNIFICATION
 
     The Declaration of Trust provides for the indemnification of the Company's
trustees and officers against certain liabilities to the fullest extent
permitted under Maryland law. The Declaration of Trust also provides that the
trustees and officers of the Company be exculpated from monetary damages to the
fullest extent permitted under Maryland law. The trustees and officers of the
Company have entered into separate indemnification agreements with the Company
pursuant to which the Company has agreed to indemnify such trustees and officers
against certain liabilities. In addition, the trustees, officers and controlling
persons of the Company will be indemnified against certain liabilities by the
Underwriters.
                                       85
   92
 
     The Company intends to obtain trustees' and officers' liability insurance.
 
EXECUTIVE COMPENSATION
 
     Prior to the consummation of the Offering, the Company will not pay any
compensation to its executive officers. The following table sets forth the
annual base salary rates and other compensation expected to be paid by the
Company in the fiscal year ending December 31, 1998 to the executive officers of
the Company.
 
                           SUMMARY COMPENSATION TABLE

                                                                                LONG-TERM COMPENSATION
                                                                            ------------------------------
                                                                                AWARDS
                                                                            ---------------
                                                  ANNUAL COMPENSATION         SECURITIES
                                              ---------------------------     UNDERLYING       ALL OTHER
                                                             OTHER ANNUAL    OPTIONS/SARS     COMPENSATION
NAME                                   YEAR   SALARY($)(1)   COMPENSATION       (#)(2)            ($)
- ----                                   ----   ------------   ------------    ------------     ------------
                                                                               
Charles R. Jones.....................  1998     $150,000       $45,000          75,000               --
Patrick T. Hogan.....................  1998       80,000        20,000          10,000               --

- ---------------
 
(1) Amounts given are annualized projections for fiscal year ending December 31,
    1998.
(2) Upon the consummation of the Offering, options to purchase a total of
    565,000 Common Shares will be granted to employees and consultants of the
    Company under the Employee Incentive Plan at an exercise price equal to the
    Offering Price. All such options vest in four equal annual installments
    commencing on the date of grant. See "-- Employee Incentive Plan."
 
     The executive officers of the Company receive health insurance benefits
which do not exceed 10% of their respective salaries. These benefits are also
provided to all other employees of the Company.
 
INCENTIVE COMPENSATION
 
     The Company may award incentive compensation to employees of the Company,
including incentive awards under the Employee Incentive Plan, that may be earned
upon the attainment of performance objectives determined by the Compensation
Committee.
 
EMPLOYEE INCENTIVE PLAN
 
     The Company has established the Employee Incentive Plan to enable executive
officers and other key employees of and consultants to the Company to
participate in the ownership of the Company. The Employee Incentive Plan is
designed to attract and retain executive officers and other key employees of and
consultants to the Company and to provide incentives to such persons to maximize
the Company's Funds From Operations. The Employee Incentive Plan provides for
the award to executive officers and other key employees of and consultants to
the Company (subject to the Ownership Limit) of a broad variety of share-based
compensation alternatives such as nonqualified share options, incentive share
options, restricted shares, deferred shares and other share-based awards.
 
     Prior to the consummation of the Offering, the Employee Incentive Plan will
be administered by the Board of Trustees of the Company. Upon consummation of
the Offering, the Employee Incentive Plan will be administered by the
Compensation Committee, which is authorized to select from among the eligible
employees of or consultants to the Company individuals to whom options,
restricted shares, deferred shares and other share-based awards are to be
granted and to determine the number of shares to be subject thereto and the
terms and conditions thereof. The Compensation Committee is also authorized to
adopt, amend and rescind rules relating to the administration of the Employee
Incentive Plan. No member of the Compensation Committee will be eligible to
participate in the Employee Incentive Plan.
 
  Awards Available for Issuance under the Employee Incentive Plan
 
     Nonqualified options, if granted, will provide for the right to purchase
Common Shares at a specific price which may not be less than fair market value
on the date of grant and usually will become exercisable in installments after
the grant date. Nonqualified options may be granted for any reasonable term and
may be transferable in certain limited circumstances.
 
                                       86
   93
 
     Incentive options, if granted, will be designed to comply with the
"incentive stock option" provisions of the Code and will be subject to
restrictions contained therein, including that the exercise price must generally
equal at least 100% of fair market value of Common Shares on the grant date and
that the term generally must not exceed ten years. Incentive options may be
modified after the grant date to disqualify them from treatment as an "incentive
stock option."
 
     Restricted shares, if issued, may be sold to participants at various prices
(or issued without monetary consideration) and may be made subject to such
restrictions as may be determined by the Compensation Committee. Restricted
shares typically may be repurchased by the Company at the original purchase
price if the conditions or restrictions are not met. In general, restricted
shares may not be sold, or otherwise transferred or hypothecated, until
restrictions are removed or expired. Purchasers of restricted shares, unlike
recipients of options, will have voting rights and will receive dividends or
distributions prior to the time when the restrictions lapse.
 
     Deferred shares, if issued, will obligate the Company to issue Common
Shares upon the occurrence or nonoccurrence of conditions specified in the
deferred share award. Under a typical deferred share award, the Company may
agree to issue Common Shares to an employee if he or she achieves certain
performance goals or remains employed by the Company for a specified period of
time. Recipients of deferred shares will not have voting rights or receive
dividends or distributions until the shares are actually issued.
 
     Other share-based awards, if granted, may be granted by the Compensation
Committee on an individual or group basis. Generally, these awards will be based
upon specific agreements and may be paid in cash or in Common Shares or in a
combination of cash and Common Shares. Other share-based awards may include
share appreciation rights and "phantom" share awards that provide for payments
based upon increases in the price of the Company's Common Shares over a
predetermined period. They may also include bonuses which may be granted by the
Compensation Committee on an individual or group basis and which may be payable
in cash or in Common Shares or in a combination of cash and Common Shares.
 
  Shares Subject to the Employee Incentive Plan
 
     A maximum of 620,000 shares will be reserved for issuance under the
Employee Incentive Plan. The Employee Incentive Plan provides that no single
individual may be granted in any one year options to purchase greater than
100,000 Common Shares. Otherwise, there is no limit on the number of awards that
may be granted to any one individual so long as the grant does not violate the
Ownership Limit or cause the Company to fail to qualify as a REIT for federal
income tax purposes. See "Description of Shares of Beneficial
Interest -- Restrictions on Ownership."
 
     The Board will approve, prior to the completion of the Offering, but
contingent and effective upon such completion, the grant of options to executive
officers and certain key employees of and consultants to the Company, to
purchase, in each case subject to the Ownership Limit, an aggregate of 565,000
Common Shares. The term of each of such options will be ten years from the date
of grant. Each such option will vest in four equal annual installments, with the
first increment vesting immediately upon the date of grant, and will be
exercisable, at a price per share equal to the initial public offering price.
 
  Certain Federal Income Tax Consequences
 
     In general, a participant will not recognize taxable income upon the grant
or exercise of an option that qualifies as an "incentive stock option" ("ISO").
However, upon the exercise of an ISO, the excess of the fair market value of the
shares received on the date of exercise over the exercise price of the shares
will be treated as an adjustment to alternative minimum taxable income. When a
participant disposes of shares acquired by exercise of an ISO, the participant's
gain (the difference between the sale proceeds and the price paid by the
participant for the shares) upon the disposition will be taxed as capital gain
provided the participant does not dispose of the shares within two years after
the date of grant nor within one year after the date of exercise, and exercises
the option while an employee of the Company or a subsidiary of the Company or
within three months after termination of employment for reasons other than death
or disability. If the first condition is not met, the participant generally will
realize ordinary income in the year of the disqualifying disposition. If the
second condition is not met, the participant generally will recognize ordinary
income upon exercise of the ISO.
 
                                       87
   94
 
     In general, a participant who receives a nonqualified stock option will
recognize no income at the time of the grant of the option. Upon exercise of a
nonqualified stock option, a participant will recognize ordinary income in an
amount equal to the excess of the fair market value of the shares on the date of
exercise over the exercise price of the option. Special timing rules may apply
to a participant who is subject to Section 16(a) of the Exchange Act.
 
     A participant will recognize income on account of the settlement of a
performance share award or incentive award. A participant will recognize income
equal to any cash that is paid and with respect to performance share awards,
which are settled in shares, will recognize the fair market value of Common
Stock (on the date that the shares are first transferable or not subject to a
substantial risk of forfeiture) that is received in settlement of the award.
 
     The employer (either the Company or its affiliate) will be entitled to
claim a federal income tax deduction on account of the exercise of a
nonqualified option, the vesting of a restricted share award, payment under an
incentive award and the settlement of a performance share award. The amount of
the deduction will be equal to the ordinary income recognized by the
participant. The employer will not be entitled to a federal income tax deduction
on account of the grant or the exercise of an ISO. The employer may claim a
federal income tax deduction on account of certain disqualifying dispositions of
Common Stock acquired upon the exercise of an ISO.
 
     The transfer of a non-qualified stock option to a permitted family member
will have no immediate tax consequences to the Company, the participant or the
permitted family member. Upon the subsequent exercise of the transferred option
by the permitted family member, the participant will realize ordinary income in
an amount measured by the difference between the option exercise price and the
fair market value of the shares on the date of exercise, and the employer will
be entitled to a deduction in the same amount. Any difference between such fair
market value and the price at which the permitted family member may subsequently
sell such shares will be treated as capital gain or loss to the permitted family
member, long-term or short-term depending on the length of time the shares have
been held by the permitted family member. There has been no formal pronouncement
on the tax consequences of the transfer of other awards. Accordingly, if such
transfers are permitted, participants will be directed to consult their own tax
advisers.
 
     Section 162(m) of the Code places a limitation of $1,000,000 on the amount
of compensation payable to certain executive officers of a publicly-held
corporation that may be deducted for federal income tax purposes. This
limitation does not apply to certain performance-based compensation paid under a
plan that meets the requirements of the Code and the Treasury Regulations
promulgated thereunder. While the Employee Incentive Plan generally complies
with the requirements for performance-based compensation, the $1,000,000
deduction limitation may apply to the exercise of certain options granted to
executive officers upon the consummation of this Offering.
 
NON-EMPLOYEE TRUSTEE OPTION PLAN
 
     The Company has established the Non-Employee Trustee Option Plan to
maintain the Company's ability to attract and retain the services of experienced
and highly qualified non-employee trustees and to increase their proprietary
interest in the Company's continued success.
 
  Shares Subject to the Non-Employee Trustee Option Plan
 
     A maximum of 55,000 Common Shares have been authorized and reserved for
issuance under the Non-Employee Trustee Option Plan. The shares so reserved for
issuance and the terms of outstanding awards shall be adjusted as the
Compensation Committee deems appropriate in the event of a share dividend, share
split, combination, reclassification, recapitalization or other similar event.
 
  Transferability
 
     The Non-Employee Trustee Option Plan provides that the options may be
transferred by a non-employee trustee in certain limited circumstances to
certain family members and affiliates. The options under the Non-Employee
Trustee Option Plan are nonqualified options intended not to qualify as
incentive stock options under Section 422 of the Code.
 
                                       88
   95
 
  Eligibility
 
     The Non-Employee Trustee Option Plan provides for the grant of options to
purchase Common Shares to each eligible trustee of the Company. No trustee who
is an employee of the Company is eligible to participate in the Non-Employee
Trustee Option Plan.
 
  Options
 
     The Non-Employee Trustee Option Plan provides that each non-employee
trustee who is a member of the Board of Trustees as of the date of the
consummation of the Offering will be awarded nonqualified options to purchase
5,000 Common Shares on that date (each such trustee, a "Founding Trustee"). Each
non-employee trustee who is not a Founding Trustee (a "Non-Founding Trustee")
will receive nonqualified options to purchase 5,000 Common Shares on the date
the Non-Founding Trustee is first elected or appointed to the Board of Trustees.
In addition, each non-employee trustee will receive an option to purchase 2,000
Common Shares upon his or her reelection to the Board, subject to the
availability of shares under the Non-Employee Trustee Option Plan. The options
granted to Founding Trustees will have an exercise price equal to the initial
public offering price and will vest on the date of grant. The exercise price of
options under future grants will be 100% of the fair market value of the Common
Shares on the date of grant and will vest in four equal annual installments
beginning on the date of grant, subject to the ability of the Board of Trustees
to accelerate vesting in its discretion under appropriate circumstances. The
exercise price may be paid in cash, cash equivalents, Common Shares or a
combination thereof, as acceptable to the Compensation Committee. The term of
options granted under the Non-Employee Trustee Option Plan generally will be ten
years from the date of grant.
 
  Certain Federal Income Tax Consequences Relating to Options
 
     Generally, an eligible director does not recognize any taxable income, and
the Company is not entitled to a deduction upon the grant of an option. Upon the
exercise of an option, the eligible director recognizes ordinary income equal to
the excess of the fair market value of the shares acquired over the option
exercise price, if any. Special rules may apply as a result of Section 16 of the
Exchange Act. The Company is generally entitled to a deduction equal to the
compensation taxable to the eligible director as ordinary income. Eligible
directors may be subject to backup withholding requirements for federal income
tax.
 
     The transfer of a non-qualified stock option to a permitted family member
will have no immediate tax consequences to the Company, the director or the
permitted family member. Upon the subsequent exercise of the transferred option
by the permitted family member, the director will realize ordinary income in an
amount measured by the difference between the option exercise price and the fair
market value of the shares on the date of exercise, and the employer will be
entitled to a deduction in the same amount. Any difference between such fair
market value and the price at which the permitted family member may subsequently
sell such shares will be treated as capital gain or loss to the permitted family
member, long-term or short-term depending on the length of time the shares have
been held by the permitted family member.
 
DEFERRED COMPENSATION PLAN
 
     The Company may establish a deferred compensation plan under which
executive officers of the Company may elect to defer receiving a portion of
their cash compensation otherwise payable in one tax year until a later tax year
and thereby postpone payment of tax on the deferred amount. If the plan is
established prior to the beginning of any taxable year, such executive officer
may elect to defer such amount of cash compensation until a future date or until
an event selected by such persons pursuant to the terms of the plan. Deferred
compensation may be invested in a separate trust account.
 
                                       89
   96
 
                     CERTAIN RELATIONSHIPS AND TRANSACTIONS
 
     In connection with the consummation of the Formation Transactions and the
Offering, the Company will enter into a series of contractual arrangements with
Wackenhut Corrections. Dr. Zoley, the Chairman of the Company, and George
Wackenhut and Richard Wackenhut, each a trustee of the Company, are members of
the Board of Directors of Wackenhut Corrections. In addition Charles R. Jones,
the President and Chief Executive Officer of the Company, and Patrick T. Hogan,
the Vice President and Chief Financial Officer of the Company, are both
currently employed by Wackenhut Corrections. Messrs. Jones and Hogan will,
however, resign their positions with Wackenhut Corrections upon the consummation
of the Offering.
 
INITIAL FACILITIES
 
     The Company and Wackenhut Corrections will enter into the Purchase
Agreement, pursuant to which the Company will acquire, directly or as assignee
of Wackenhut Corrections' contract rights, the eight Initial Facilities for an
aggregate cash purchase price of approximately $113.0 million. The Purchase
Agreement will contain representations and warranties by Wackenhut Corrections
customarily found in agreements of such types that will survive the consummation
of the Offering for a period of one year.
 
OPTION FACILITIES
 
     The Company and Wackenhut Corrections will enter into the Option Agreements
pursuant to which Wackenhut Corrections will grant the Company the option to
acquire each of the three Option Facilities at any time during the applicable
Option Facility Option Period for a cash purchase price equal to the applicable
Option Facility Purchase Price. If the Company elects to purchase all three
Option Facilities, the aggregate purchase price is estimated to be approximately
$109.7 million.
 
LEASES
 
     Concurrent with the Company's acquisition of the Initial Facilities and, if
acquired, the Option Facilities, the Company will lease such Facilities to
Wackenhut Corrections pursuant to the Leases for an initial term of 10 years.
Subject to certain limited exceptions, the term of each of the Leases may be
extended by Wackenhut Corrections for three additional five-year terms at a fair
market rental rate as mutually agreed upon by the Company and Wackenhut
Corrections or, in the absence of such an agreement, as determined by binding
arbitration. In addition, the term of any of the Leases will be automatically
extended upon expiration thereof on the same terms as provided in the Leases
(including the then applicable base rent and Base Rent Escalation) if Wackenhut
Corrections is obligated under an unexpired sublease with respect to such
Facility. Under the terms of the Leases, Wackenhut Corrections will have a right
of first refusal on the proposed sale by the Company of any of the Initial
Facilities and, if acquired, the Option Facilities.
 
RIGHT TO PURCHASE
 
     The Company and Wackenhut Corrections will enter into the Right to Purchase
Agreement pursuant to which the Company will have the right, during the 15 years
following the consummation of the Offering (so long as there are any leases in
force between the Company and Wackenhut Corrections), to acquire and lease back
to Wackenhut Corrections any Future Facilities, subject to certain limited
exceptions where Wackenhut Corrections is restricted from transferring ownership
of a facility. Under the terms of the Right to Purchase Agreement, the Company
may purchase a particular Future Facility at any time during the applicable
Future Facility Option Period, for a cash purchase price equal to the applicable
Future Facility Purchase Price. In the case of any Future Facilities acquired
during the first five years of the Right to Purchase Agreement, the initial
annual rental rate for such Future Facilities will be the greater of (i) the
fair market rental rate as mutually agreed upon by the Company and Wackenhut
Corrections, and in the absence of such agreement, as determined by binding
arbitration, or (ii) 9.5% of the purchase price of such Future Facility. For
facilities acquired thereafter, the initial annual rental rate will be the fair
market rental rate as mutually agreed upon by the Company and Wackenhut
Corrections, or in the absence of such agreement, as determined by binding
arbitration.
 
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                     PRINCIPAL SHAREHOLDERS OF THE COMPANY
 
     The following table sets forth certain information regarding the beneficial
ownership of Common Shares by each trustee of the Company, by each executive
officer of the Company, by all trustees (and trustee nominees) and officers of
the Company as a group and by each person who is expected to be the beneficial
owner of 5% or more of the outstanding Common Shares immediately following
completion of the Offering. The table assumes (i) the consummation of the
Formation Transactions and (ii) that the Underwriters' over-allotment option
will not be exercised. Each person named in the table has sole voting and
investment power with respect to all the Common Shares shown as beneficially
owned by such person, except as otherwise set forth in the notes to the table.

                                                                 NUMBER OF
                                                               COMMON SHARES
                                                               BENEFICIALLY
                                                              OWNED FOLLOWING      PERCENTAGE OF
NAME AND BUSINESS ADDRESS OF BENEFICIAL OWNER(1)              THE OFFERING(2)      COMMON SHARES
- ------------------------------------------------              ---------------      -------------
                                                                             
Dr. George C. Zoley.........................................       40,000(4)              *
Charles R. Jones(3).........................................       29,750(5)              *
George R. Wackenhut.........................................       45,000(4)              *
Richard R. Wackenhut........................................       45,000(4)              *
Anthony P. Travisono........................................       10,000(6)              *
Clarence E. Anthony.........................................        5,500(6)              *
James D. Motta..............................................        5,900(6)              *
William M. Murphy...........................................       10,000(6)              *
Robert R. Veach, Jr.........................................        6,000(6)              *
Patrick T. Hogan(3).........................................        3,000(7)              *
All executive officers and trustees as a group (10
  persons)..................................................      202,750              3.3%

- ---------------
 
  * Represents less than 1% of the class.
 
(1) Unless provided otherwise, the business address of each beneficial owner is
    4200 Wackenhut Drive #100, Palm Beach Gardens, Florida 33410.
(2) Unless otherwise indicated by notes 4 through 7 below, represents the Common
    Shares expected to be acquired in the Offering by the respective
    shareholder.
(3) The business address for Messrs. Jones and Hogan is Gardens Plaza, Suite
    430, 3300 PGA Boulevard, Palm Beach Gardens, Florida 33410.
(4) Includes options to purchase 20,000 Common Shares, which vest immediately
    upon grant on the consummation of the Offering. Does not include options to
    purchase 60,000 Common Shares which vest in three equal annual installments
    beginning on the first anniversary of the consummation of the Offering.
(5) Includes options to purchase 18,750 Common Shares, which vest immediately
    upon grant on the consummation of the Offering. Does not include options to
    purchase 56,250 Common Shares which vest in three equal annual installments
    beginning on the first anniversary of the consummation of the Offering.
(6) Includes options to purchase 5,000 Common Shares which vest immediately upon
    grant on the consummation of the Offering.
(7) Includes options to purchase 2,500 Common Shares, which vest immediately
    upon grant on the consummation of the Offering. Does not include options to
    purchase 7,500 Common Shares which vest in three equal annual installments
    beginning on the first anniversary of the consummation of the Offering.
 
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   98
 
                  DESCRIPTION OF SHARES OF BENEFICIAL INTEREST
 
     The following summary of the material terms of the shares of beneficial
interest of the Company does not purport to be complete and is subject to and
qualified in its entirety by reference to the Declaration of Trust and Bylaws,
copies of which have been filed as exhibits to the Registration Statement of
which this Prospectus forms a part.
 
GENERAL
 
     Under the Declaration of Trust, the total number of shares of all classes
that the Company will have authority to issue is 200,000,000, consisting of
150,000,000 Common Shares, which may be issued from time to time upon
authorization by the Board of Trustees, and 50,000,000 Preferred Shares, which
may be issued from time to time upon authorization by the Board of Trustees in
such series and with such preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends or distributions,
qualifications or terms or conditions of redemption or other provisions as may
be fixed by the Board of Trustees, except as otherwise set forth in the
Declaration of Trust. The 1,000 Common Shares outstanding will be redeemed from
the sole existing record holder concurrently with the consummation of the
Offering. No Preferred Shares are currently outstanding or will be outstanding
immediately after consummation of the Offering. Under Maryland law, shareholders
generally are not personally liable for the Company's obligations solely as a
result of their status as shareholders. Under the Declaration of Trust, the
trustees, by majority vote, will be able to amend the Declaration of Trust to
increase or decrease the aggregate number of shares or the number of shares of
any series or class that the Company has authority to issue. The Board of
Trustees also will have the power to classify and reclassify any unissued shares
of the Company of any class or series including the Common Shares, from time to
time by setting or changing the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends or distributions,
qualifications or terms or conditions of redemption of the shares. The Board of
Trustees may also authorize the issuance of debt instruments, shares and
securities convertible into shares of the Company for such consideration as the
Board of Trustees may deem advisable. For a description of certain provisions
that could have the effect of delaying, deferring or preventing a change in
control, see "Risk Factors -- Potential Anti-Takeover Effect of Certain
Provisions of Maryland Law and the Company's Declaration of Trust and Bylaws,"
and "Certain Provisions of Maryland Law and of the Company's Declaration of
Trust and Bylaws."
 
COMMON SHARES
 
     Subject to the provisions of the Declaration of Trust regarding the
restrictions on transfer of shares of beneficial interest, and subject to the
preferential rights of any other class or series of beneficial interest, the
holders of Common Shares will be entitled to one vote per share on all matters
voted on by holders, including elections of trustees. The holders of Preferred
Shares will have no voting rights and no right to receive notice of any
meetings, except as required by law or as expressly provided for by the Board of
Trustees, in accordance with law and the rules of any stock exchange on which
the shares of the Company may be listed or traded, in establishing any series or
class thereof. Except as provided with respect to any other class or series of
shares, the holders of the Common Shares will possess the exclusive voting
power. The Declaration of Trust will not provide for cumulative voting in the
election of trustees, which means the holders of a majority of the outstanding
Common Shares can elect all of the trustees then standing for election and the
holders of the remaining Common Shares will not be able to elect any trustees.
The holders of Common Shares shall be entitled to vote only on (a) subject to
any voting rights granted to the holders of Preferred Shares, election or
removal of trustees, (b) amendment of the Declaration of Trust, with certain
exceptions (c) certain mergers of the Company, (d) any modification to the Board
of Trustees' obligations to take no action to disqualify the Company as a REIT
or to otherwise revoke the Company's election to be taxed as a REIT, (e)
termination of the Company, (f) matters on which a vote of the holders of Common
Shares may be required by law or pursuant to the rules of any stock exchange on
which the Common Shares may be listed, and (g) matters as may be determined by
the Board of Trustees from time to time. Subject to the preferential rights of
any other class or series of beneficial interest, and to the provisions of the
Declaration of Trust regarding the restrictions on the transfer of shares of
beneficial interest, within 30 days after the end of each fiscal year in each
calendar
 
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year after the calendar year ending December 31, 1998 and, in the discretion of
the Board of Trustees, more frequently, the Board of Trustees shall use
commercially reasonable efforts to declare and pay to the shareholders such
dividends and distributions as may be necessary to continue to qualify the
Company as a REIT as well as such additional dividends and distributions as the
trustees in their discretion may declare. After preferential dividends or
distributions of any Preferred Shares have been satisfied, all Common Shares
will participate equally in dividends and distributions payable to holders of
Common Shares when and as declared by the trustees in their discretion. Subject
to any preferential rights of any outstanding series of Preferred Shares, the
holders of Common Shares are entitled, upon liquidation, to receive pro rata all
assets of the Company available for distribution to such holders. All Common
Shares issued in the Offering will be fully paid and nonassessable and the
holders thereof will not have preemptive rights.
 
PREFERRED SHARES
 
     The Board of Trustees will be empowered by the Declaration of Trust,
without the approval of shareholders, to classify any unissued Preferred Shares
and to reclassify any previously classified but unissued Preferred Shares of any
series from time to time. Prior to the issuance of any such shares, the Board of
Trustees will be required to set, subject to the provisions of the Declaration
of Trust regarding the restriction on transfers of shares, the terms,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption for such shares. Upon the consummation of the Offering,
no Preferred Shares will be outstanding and the Company has no present plans to
issue any Preferred Shares following the closing of the Offering.
 
POWER TO AUTHORIZE AND ISSUE ADDITIONAL COMMON SHARES AND PREFERRED SHARES
 
     The Company believes that the power of the Board of Trustees to issue
additional authorized but unissued Common Shares or Preferred Shares, and to
increase the authorized number of Common Shares and Preferred Shares, and to
classify or reclassify unissued Common Shares or Preferred Shares and thereafter
to cause the Company to issue such classified or reclassified shares of
beneficial interest will provide the Company with increased flexibility in
structuring possible future financings and acquisitions and in meeting other
needs which might arise. The additional classes or series, as well as the Common
Shares, will be available for issuance without further action by the Company's
shareholders, unless such action is required by applicable law or the rules of
any stock exchange on which the Company's securities may be listed. Although the
Board of Trustees has no intention at the present time of doing so, it could
authorize the Company to issue a class or series that could, depending upon the
terms of such class or series, delay, defer or prevent a transaction or a change
in control of the Company that might involve a premium price for holders of
Common Shares or otherwise be in their best interest.
 
RESTRICTIONS ON OWNERSHIP
 
     For the Company to qualify as a REIT under the Code, it must meet certain
requirements concerning the ownership of its outstanding shares. Specifically,
not more than 50% in value of the Company's outstanding shares may be owned,
directly, indirectly or constructively, by five or fewer individuals (as defined
in the Code to include certain entities) during the last half of a taxable year,
and the Company must be beneficially owned by 100 or more persons during at
least 335 days of a taxable year of 12 months or during a proportionate part of
a shorter taxable year. See "Material Federal Income Tax
Considerations -- Taxation of the Company as a REIT -- Requirements for
Qualification." In addition, the Company must meet certain requirements
regarding the nature of its gross income in order to qualify as a REIT. One such
requirement is that at least 75% of the Company's gross income for each year
must consist of rents from real property and income from certain other real
property investments. Rent from real property does not include amounts received
by the Company from a tenant if the Company owns directly, indirectly or
constructively 10% or more of the ownership interests in a tenant. See "Material
Federal Income Tax Considerations -- Taxation of the Company as a REIT -- Income
Tests."
 
     Because the Board of Trustees believes it is essential for the Company to
continue to qualify as a REIT, the Declaration of Trust, subject to certain
exceptions described below, will provide that no person may own,
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or be deemed to own by virtue of the attribution provisions of the Code, more
than 9.8% of (i) the number of shares of any class or series of Common Shares or
(ii) the number of shares of any class or series of Preferred Shares (the
"Ownership Limit Provision"). Any transfer of Common Shares or Preferred Shares
that would (i) result in any person owning, directly or indirectly, Common
Shares or Preferred Shares in excess of the Ownership Limit Provision, (ii)
result in the Common Shares and Preferred Shares being owned by fewer than 100
persons (determined without reference to any rules of attribution), (iii) result
in the Company being "closely held" within the meaning of Section 856(h) of the
Code or (iv) cause the Company to own, directly or constructively, 9.8% or more
of the ownership interests in a tenant of the real property of the Company's or
the Operating Partnership's (or any of their subsidiaries) real property, within
the meaning of Section 856(d)(2)(B) of the Code, shall be null and void to the
extent that such transfer violates (i), (ii), (iii) or (iv), and the intended
transferee will acquire no rights in such Common Shares or Preferred Shares.
 
     Subject to certain exceptions described below, any purported transfer of
Common Shares or Preferred Shares that would (i) result in any person owning,
directly or indirectly, Common Shares or Preferred Shares in excess of the
Ownership Limit Provision, (ii) result in the Common Shares and Preferred Shares
being owned by fewer than 100 persons (determined without reference to any rules
of attribution), (iii) result in the Company being "closely held" within the
meaning of Section 856(h) of the Code or (iv) cause the Company to own, directly
or constructively, 10% or more of the ownership interests in a tenant of the
real property of the Company, the Operating Partnership or any direct or
indirect subsidiary thereof, within the meaning of Section 856(d)(2)(B) of the
Code, will, to the extent that such transfer violates (i), (ii), (iii) or (iv),
be designated as Shares-in-Trust and transferred automatically to a trust (the
"Share Trust") effective on the day before the purported transfer of such Common
Shares or Preferred Shares. The record holder of the Common Shares or Preferred
Shares that are designated as Shares-in-Trust (the"Shares-In-Trust") in
accordance with the terms of the Declaration of Trust (the "Prohibited Owner")
will be required to submit such number of Common Shares or Preferred Shares to
the Company for registration in the name of the trustee of the Share Trust (the
"Share Trustee"). The Share Trustee will be designated by the Company, but will
not be affiliated with the Company or any Prohibited Owner. The beneficiary of
the Share Trust (the "Beneficiary") will be one or more charitable organizations
that are named by the Company.
 
     Shares-in-Trust will remain issued and outstanding Common Shares or
Preferred Shares and will be entitled to the same rights and privileges as all
other shares of the same class or series. The Share Trustee will receive all
dividends and distributions on the Shares-in-Trust and will hold such dividends
and distributions in trust for the benefit of the Beneficiary. The Share Trustee
will vote all Shares-in-Trust and will designate a permitted transferee of the
Shares-in-Trust, provided that the permitted transferee (i) purchases such
Shares-in-Trust for valuable consideration and (ii) acquires such
Shares-in-Trust without such acquisition resulting in a transfer to another
Share Trust.
 
     The Prohibited Owner with respect to Shares-in-Trust will be required to
repay the Share Trustee the amount of any dividends or distributions received by
the Prohibited Owner (i) that are attributable to any Shares-in-Trust and (ii)
the record date of which was on or after the date that such shares became
Shares-in-Trust. The Prohibited Owner generally will receive from the Share
Trustee the lesser of (i) the price per share such Prohibited Owner paid for the
Common Shares or Preferred Shares that were designated as Shares-in-Trust (or,
in the case of a gift or bequest, the Market Price (as hereinafter defined) per
share on the date of such transfer) or (ii) the price per share received by the
Share Trustee from the sale of such Shares-in-Trust. Any amounts received by the
Share Trustee in excess of the amounts to be paid to the Prohibited Owner will
be distributed to the Beneficiary.
 
     The Shares-in-Trust will be deemed to have been offered for sale to the
Company, or its designee, at a price per share equal to the lesser of (i) the
price per share in the transaction that created such Shares-in-Trust (or, in the
case of a gift or bequest, the Market Price (as hereinafter defined) per share
on the date of such transfer) or (ii) the Market Price per share on the date
that the Company, or its designee, accepts such offer. The Company will have the
right to accept such offer for a period of 90 days after the later of (i) the
date of the purported transfer which resulted in such Shares-in-Trust or (ii)
the date the Company determines in good faith that a transfer resulting in such
Shares-in-Trust occurred.
 
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     "Market Price" means the last reported sales price of the Common Shares or
Preferred Shares reported on the NYSE on the trading day immediately preceding
the relevant date, or if such shares are not then traded on the NYSE, the last
reported sales price of such shares on the trading day immediately preceding the
relevant date as reported on any exchange or quotation system over which such
shares may be traded, or if such shares are not then traded over any exchange or
quotation system, then the market price of such shares on the relevant date as
determined in good faith by the Board of Trustees.
 
     Any person who acquires or attempts to acquire Common Shares or Preferred
Shares in violation of the foregoing restrictions, or any person who owned
Common Shares or Preferred Shares that were transferred to a Share Trust, will
be required (i) to give immediately written notice to the Company of such event,
and (ii) to provide to the Company such other information as the Company may
request in order to determine the effect, if any, of such transfer on the
Company's status as a REIT.
 
     All persons who own, directly or indirectly, more than 5% (or such lower
percentages as required pursuant to regulations under the Code) of the
outstanding Common Shares and Preferred Shares must, within 30 days after the
close of the Company's taxable year of each year, provide to the Company a
written notice stating the name and address of such direct or indirect owner,
the number of Common Shares and Preferred Shares owned directly or indirectly by
such owner and a description of how such shares are held. In addition, each
direct or indirect shareholder shall provide to the Company such additional
information as the Company may request in order to determine the effect, if any,
of such ownership on the Company's status as a REIT and to ensure compliance
with the Ownership Limit Provision.
 
     The Ownership Limit Provision generally will not apply to the acquisition
of Common Shares or Preferred Shares by an underwriter that participates in a
public offering of such shares. In addition, the Board of Trustees, upon such
conditions as the Board of Trustees may direct, may exempt a person from the
Ownership Limit Provisions under certain circumstances as it may deem necessary
or desirable in order to maintain the Company's status as a REIT.
 
     All certificates representing Common Shares or Preferred Shares will bear a
legend referring to the restrictions described above.
 
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                   CERTAIN PROVISIONS OF MARYLAND LAW AND OF
                 THE COMPANY'S DECLARATION OF TRUST AND BYLAWS
 
     The following summary of certain provisions of Maryland law and the
Declaration of Trust and Bylaws does not purport to be complete and is subject
to and qualified in its entirety by reference to Maryland law and the
Declaration of Trust and Bylaws, copies of which are exhibits to the
Registration Statement of which this Prospectus is a part.
 
CLASSIFICATION AND REMOVAL OF TRUSTEES
 
     The Declaration of Trust will provide that the number of trustees may be
increased or decreased from time to time by a majority of the Board of Trustees
but may not be greater than 15 or less than three. The Declaration of Trust will
require that at all times a majority of the trustees shall be Independent
Trustees. Following the Offering, there will be nine trustees, five of whom will
be Independent Trustees. The Declaration of Trust will provide for a staggered
Board of Trustees consisting of three classes as nearly equal in size as
practicable. Each class holds office until the third annual meeting for
selection of trustees following the election of such class, except that the
initial terms of the three classes expire in 1999, 2000, and 2001 respectively.
As the term of each class expires, trustees in that class will be elected for a
term of three years and until their successors are duly elected and qualify. The
Company believes that classification of the Board of Trustees will help to
assure the continuity and stability of the Company's business strategies and
policies as determined by the Board of Trustees. Because holders of the Common
Shares will have no right to cumulative voting in the election of trustees, at
each annual meeting of shareholders, the holders of a majority of the Common
Shares will be able to elect all of the successors of the class of trustees
whose terms expire at that meeting, subject to the voting rights of Preferred
Shares, if any.
 
     The classified trustee provision could have the effect of making the
removal of incumbent trustees more time-consuming and difficult, which could
discourage a third party from making a tender offer or otherwise attempting to
obtain control of the Company, even though such an attempt might be beneficial
to the Company and its shareholders. At least two annual meetings of
shareholders, instead of one, will generally be required to effect a change in a
majority of the Board of Trustees. Thus, the classified board provision could
increase the likelihood that incumbent trustees will retain their positions.
 
     The Declaration of Trust will provide that a trustee may be removed only by
the affirmative vote of at least two-thirds of the votes entitled to be cast
generally in the election of trustees. This provision will preclude shareholders
from removing incumbent trustees except upon a substantial affirmative vote. The
fact that the Bylaws prohibit any person, including a shareholder, other than
the Chairman of the Board of Trustees, a majority of the trustees or a majority
of a duly authorized committee of the trustees, from calling a meeting means
that the shareholders may be compelled to wait until the next annual meeting of
shareholders in order to remove a trustee.
 
MEETINGS OF SHAREHOLDERS
 
     Pursuant to the Bylaws, an annual meeting of the Company's shareholders for
the election of trustees and the transaction of other business shall be held
each year following the delivery of the Company's annual report, but in no event
later than 120 days after the end of the Company's fiscal year. A special
meeting of the shareholders of the Company may be called by (i) the Chairman of
the Board of Trustees, (ii) a majority of the members of the Board of Trustees
or (iii) a majority of a committee of the Board of Trustees which has been duly
designated by the Board of Trustees and whose powers and authority include the
power to call such meetings. The Bylaws prohibit any other person or persons,
including any shareholders, from calling special meetings. For nominations or
other business to be properly brought before an annual meeting of shareholders
by a shareholder, the Bylaws will require such shareholder to deliver a notice
to the Secretary, absent specified circumstances, not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year's annual
meeting and, with respect to the first annual meeting, not less than 60 days nor
more than 90 days prior to the date established for such first annual meeting,
setting forth; (i) as to each person whom the shareholder proposes to nominate
for election or reelection as a trustee, all information relating to such person
that is
 
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required to be disclosed in solicitations of proxies for the election of
trustees, pursuant to Regulation 14A of the Exchange Act; (ii) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such shareholder as they appear on the
Company's books, and of such beneficial owner and (y) the number of Common
Shares which are owned beneficially and of record by such shareholder and such
beneficial owner, if any.
 
LIMITATIONS ON SHAREHOLDER LIABILITY
 
     Under Maryland law and the Declaration of Trust, no shareholder of the
Company will be liable personally for any obligation of the Company. The
Declaration of Trust will further provide that the Company shall, upon prompt
notice by the shareholder, indemnify each shareholder against any claim or
liability to which the shareholder may become subject solely by reason of such
shareholder being or having been a shareholder (except with respect to matters
adjudged to have arisen out of a shareholder's bad faith, wilful misconduct or
gross negligence), and that the Company shall reimburse each shareholder for all
legal and other expenses reasonably incurred by such shareholder in connection
with such claim or liability. In addition, it will be the Company's policy to
include a clause in its contracts which provides that shareholders assume no
personal liability for obligations entered into on behalf of the Company.
However, in respect of tort claims, contractual claims where shareholder
liability is not so negated, claims for taxes and certain statutory liabilities,
the shareholders, in some jurisdictions, may be liable personally to the extent
that such claims are not satisfied by the Company. Inasmuch as the Company will
carry public liability insurance which it considers adequate, any risk of
personal liability to shareholders is limited to situations in which the
Company's assets plus its insurance coverage would be insufficient to satisfy
the claims against the Company and its shareholders.
 
BUSINESS OPPORTUNITIES
 
     The Bylaws will provide that each trustee may engage in other business
activities of the type conducted by the Company and is not required to present
to the Company any investment opportunities presented to such trustee even
though the investment opportunities may be within the scope of the Company's
investment policies.
 
SUPER-MAJORITY VOTE OF TRUSTEES
 
     The Bylaws will provide that a two-thirds vote of the Board of Trustees
shall be required to approve each of the following transactions: (i) any
transaction or series of transactions which result in (x) any person or group
acquiring 20% or more of the voting power of the Company's securities (including
without limitation, votes of the Common Shares) or (y) the owners of the voting
power of the Company's securities (including, without limitation, votes of the
Common Shares) immediately prior to such transaction(s) will own less than 80%
of such voting power after giving effect to such transaction(s); (ii) any
amendment to the Declaration of Trust or the Bylaws; (iii) any waiver or
modification of the Company's prohibition of any person or entity owning more
than 9.8% of any class or series of the Company's capital stock (including the
Common Shares); and (iv) certain issuances of the Company's equity securities.
The fact that the trustees of the Company that are also directors, officers,
employees of, or other persons who have a material financial interest in,
Wackenhut Corrections have the power to veto a change of control of the Company
could delay, defer or prevent a transaction that might involve the receipt of a
premium price for the Common Shares or otherwise be in the best interests of the
shareholders.
 
BUSINESS COMBINATIONS
 
     Under Maryland law, certain "business combinations" (including, with
certain exceptions, a merger, consolidation, share exchange, or, in certain
circumstances, an asset transfer or issuance or reclassification of
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equity securities, and the receipt of certain special tax and other financial
advantages) between a Maryland real estate investment trust and any person who
beneficially owns 10% or more of the voting power of the real estate investment
trust's shares, or an affiliate or associate of the real estate investment trust
who at any time within the two-year period prior to the date in question and
after the date on which the real estate investment trust had 100 or more
beneficial owners of its shares, was the beneficial owner of 10% or more of the
voting power of the then-outstanding voting shares of the real estate investment
trust (an "Interested Shareholder") or an affiliate thereof are prohibited for
five years after the most recent date on which the Interested Shareholder became
an Interested Shareholder. Thereafter, any such business combination must be
recommended by the Board of Trustees of such real estate investment trust and
approved by the affirmative vote of at least (a) 80% of the votes entitled to be
cast by holders of outstanding voting shares of the real estate investment trust
and (b) two-thirds of the votes entitled to be cast by holders of outstanding
voting shares of the real estate investment trust other than shares held by the
Interested Shareholder with whom the business combination is to be effected,
unless among other things, the real estate investment trust's shareholders
receive a minimum price (as defined in the MGCL) for their shares and the
consideration is received in cash or in the same form as previously paid by the
Interested Shareholder for its shares. The trustees of the real estate
investment trust may, by resolution, exempt business combinations specifically,
generally, or generally by types so as to specifically exempt identified or
unidentified existing or future interested shareholders or their affiliates,
from the prohibitions of the business combinations law, but such exemption with
respect to a potential acquiror must be in place before the acquiror becomes an
Interested Shareholder.
 
CONTROL SHARE ACQUISITIONS
 
     Maryland law provides that Control Shares (as hereinafter defined) of a
Maryland real estate investment trust acquired in a Control Share Acquisition
(as hereinafter defined) have no voting rights except to the extent authorized
by a vote of two-thirds of the votes entitled to be cast on the matter,
excluding shares owned by the acquiror, or by officers of the Company or
directors who are employees of the Company. Control Shares are voting shares
which, if aggregated with all other such shares previously acquired by the
acquiror, or in respect of which the acquiror is able to exercise or direct the
exercise of voting power (except by virtue of a revocable proxy), would entitle
the acquiror to exercise, directly or indirectly, voting power in electing
trustees within one of the following ranges of voting power (i) one-fifth or
more but less than one- third, (ii) one-third or more but less than a majority
or (iii) a majority of all voting power. Control shares do not include shares
the acquiring person is then entitled to vote as a result of having previously
obtained shareholder approval. A Control Share Acquisition means the acquisition
of Control Shares, subject to certain exceptions.
 
     A person who has made or proposes to make a Control Share Acquisition, upon
satisfaction of certain conditions (including an undertaking to pay expenses),
may compel the Board of Trustees to call a special meeting of shareholders to be
held within 50 days of demand to consider the voting rights of the shares. If no
request for a meeting is made, the real estate investment trust may itself
present the question at any shareholder's meeting.
 
     If voting rights are not authorized at the meeting or if the acquiring
person does not deliver an acquiring person statement as required by the
statute, then, subject to certain conditions and limitations, the real estate
investment trust may redeem any or all of the Control Shares (except those for
which voting rights have previously been authorized) for fair value determined
without regard to the absence of voting rights for the Control Shares, as of the
date of the last Control Share acquisition or of any meeting of shareholders at
which the voting rights of such shares are considered and not authorized. If
voting rights for Control Shares are authorized at a shareholders meeting and
the acquiror becomes entitled to vote a majority of the shares entitled to vote,
all other shareholders may exercise appraisal rights. The fair value of the
shares as determined for purposes of such appraisal rights may not be less than
the highest price per share paid by the acquiror in the Control Share
Acquisition.
 
     The Maryland control share acquisition statute does not apply to shares
acquired in a merger, consolidation or share exchange if the real estate
investment trust is a party to the transaction, or to an acquisition authorized
or exempted by the declaration of trust or bylaws of the real estate investment
trust.
 
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     The Bylaws contain a provision exempting from the control share acquisition
statute any and all acquisitions, by any person, of any shares of the Company.
 
INTERESTED TRUSTEE TRANSACTIONS
 
     The Bylaws will contain a provision requiring approval by the Company
Independent Committee of the following actions of the Board of Trustees (each an
"Interested Trustee Transaction"): (i) the selection of operators for the
Company's facilities and (ii) the entering into or the consummation of any
agreement or transaction with Wackenhut Corrections or its affiliates,
including, but not limited to, the negotiation, enforcement and renegotiation of
the terms of any lease of any of the Company's facilities.
 
AMENDMENTS TO THE DECLARATION OF TRUST AND BYLAWS
 
     Under Maryland law, a real estate investment trust generally cannot amend
its Declaration of Trust without the affirmative vote of two-thirds of all the
votes entitled to be cast by shareholders on the matter. The Declaration of
Trust will provide generally that its provisions may be amended in accordance
with Maryland law, and, as permitted by Maryland law, without any shareholder
approval, the Declaration of Trust will permit the following amendments upon the
following vote of the Board of Trustees: (a) by a majority vote to amend the
Declaration of Trust to increase or decrease the aggregate number of shares of
any series or class that the Company has authority to issue, (b) by a two-thirds
vote to amend the Declaration of Trust to qualify, or continue to qualify, the
Company as a real estate investment trust under the Code or Maryland law, and
(c) to the extent permitted by the Maryland real estate investment trust law, as
it may be amended, by a majority vote of the entire Board of Trustees to amend
the Declaration of Trust to change (i) the name of the Company, (ii) the name or
designation of any class or series of shares of the Company and (iii) the par
value of any class or series of the Company.
 
     The Bylaws will provide that the Board of Trustees has the exclusive power
to adopt, alter or repeal any provision of the Bylaws and to make new Bylaws in
accordance with the provisions as set forth in the Bylaws.
 
DISSOLUTION OF THE COMPANY
 
     Subject to any voting rights granted to holders of Preferred Shares, the
existence of the Company may be terminated upon the affirmative vote of holders
of not less than two-thirds of the Common Shares at any meeting of the
shareholders called for that purpose.
 
RESTRICTIONS ON INVESTMENT
 
     Maryland law requires that a Maryland real estate investment trust hold,
either directly or indirectly through other parties, at least 75% of the value
of its assets in real estate assets, mortgages or mortgage related securities,
government securities, cash and cash equivalent items, including high-grade
short-term securities and receivables. Maryland law prohibits a Maryland real
estate investment trust from using or applying land for farming, agriculture,
horticulture or similar purposes.
 
LIMITATIONS ON CHANGES IN CONTROL
 
     The provisions of the Declaration of Trust and the Bylaws which will
provide for ownership limitations, a staggered Board of Trustees, eliminating
the ability of the shareholders to call special meetings of shareholders, the
advance notice provisions of the Bylaws, and authorizing the Board of Trustees
to issue Preferred Shares without shareholder approval could have the effect of
delaying, deferring or preventing a change in control of the Company or the
removal of existing management, and as a result could prevent the shareholders
of the Company from being paid a premium for their Common Shares. In addition,
Maryland's business combinations law makes it difficult to acquire control of
the Company by means of a tender offer, open market purchase, a proxy fight or
otherwise, if the acquisition is not authorized in advance by the Board of
Trustees. The Company has, however, elected not to be governed by the provisions
of Maryland law concerning control share acquisitions.
 
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LIMITATION OF LIABILITY AND INDEMNIFICATION OF TRUSTEES
 
     Maryland law provides that shareholders and trustees of a Maryland real
estate investment trust are not personally liable for the obligations of the
real estate investment trust; provided, however, that a trustee is not relieved
from any liability to a trust or its security holders for any act that
constitutes (a) bad faith, (b) willful misfeasance, (c) gross negligence or (d)
reckless disregard of the Trustee's duties.
 
     Maryland law permits a Maryland real estate investment trust to include in
its declaration of trust provisions limiting the liability of its trustees and
officers to the trust and its shareholders for money damages except for, in
general, liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services for the amount of the benefit or profit in
money, property or services actually received or (b) active and deliberate
dishonesty established by a final judgment as being material to the matter
giving rise to the cause of action. The Declaration of Trust of the Company will
contain a provision which eliminates a trustee's or officer's liability to the
Company and its shareholders for money damages to the maximum extent permitted
by Maryland law.
 
     The Declaration of Trust and the Bylaws of the Company will require the
Company to indemnify and advance expenses to a trustee or officer of the Company
to the maximum extent permitted by Maryland law.
 
     Maryland law permits a Maryland real estate investment trust to indemnify
and advance expenses to its trustees, officers, employees and agents to the same
extent as permitted by the MGCL for directors, officers, employees and agents of
Maryland corporations. The MGCL permits a Maryland corporation to indemnify its
present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. Maryland law requires a Maryland corporation to
indemnify against reasonable expenses a director or officer who has been
successful on the merits or otherwise, in the defense of any proceeding to which
he is made a party by reason of his service in that capacity. In accordance with
the MGCL, the Bylaws require the Company as a condition to advancing expenses,
to obtain (a) a written affirmation by the trustee or officer of his good faith
belief that he has met the standard of conduct necessary for indemnification by
the Company as authorized by the Bylaws and (b) a written undertaking by or on
his behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met. The Bylaws
will permit the Company to indemnify and advance expenses to any person who
served a predecessor of the Company as a trustee, director, officer, or partner
and to any employee or agent of the Company or a predecessor of the Company.
 
TRANSFER AGENT AND REGISTRAR
 
     The Company has appointed ChaseMellon Shareholder Services Group, Inc. as
its transfer agent and registrar.
 
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                   MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
 
     The Company intends to operate in such a manner so as to meet the Code
requirements for qualification as a REIT for federal income tax purposes.
However, no assurance can be given that such requirements will be met or that
the Company will be so qualified at any time. In the opinion of the Company's
counsel, Akerman, Senterfitt & Eidson, P.A. ("Company Counsel"), the Operating
Partnership will not be taxed as a corporation for federal income tax purposes
and, commencing with the Company's year ending December 31, 1998, the Company
will be organized in conformity with the requirements for qualification as a
REIT, and the Operating Partnership's proposed method of operation will enable
the Company to meet the requirements for qualification and taxation as a REIT.
This opinion is based upon, and subject to, certain assumptions and various
factual representations of the Company and the Operating Partnership, which are
incorporated into such opinion and are addressed in this discussion of material
Federal income tax considerations. Company Counsel will not review the Company's
operating results and no assurance can be given that the Company's actual
operating results will meet the REIT requirements on a continuing basis.
 
     The opinions described herein represent Company Counsel's best legal
judgment as to the most likely outcome of an issue if the matter were litigated.
Opinions of counsel have no binding effect or official status of any kind with
the IRS or the courts and, in the absence of a ruling from the IRS, there can be
no assurance that the IRS will not challenge the conclusion or propriety of any
of Company Counsel's opinions. The Company does not intend to apply for a ruling
from the IRS that it qualifies as a REIT. The provisions governing the treatment
of a business entity as a REIT are highly technical and complex. In addition,
the opinion and the summary below are based upon the Code, Treasury Regulations,
IRS administrative interpretations and court decisions in effect as of the date
of this Prospectus. These legal authorities are subject to change and the
changes could have a retroactive effect.
 
     The following summary includes a discussion of the material federal income
tax considerations associated with an investment in the Common Shares being sold
in the Offering. The summary should not be construed as tax advice. Moreover,
this summary does not deal with all tax aspects that might be relevant to a
particular prospective shareholder in light of his personal circumstances and it
does not deal with particular types of shareholders that are subject to special
treatment under the Code, such as tax-exempt organizations, insurance companies,
financial institutions or broker-dealers, and (with the exception of the general
discussion below) foreign corporations and persons who are not citizens or
residents of the United States.
 
     INVESTORS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS REGARDING BOTH
THE TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND SALE OF COMMON
SHARES, INCLUDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF SUCH
ACQUISITION, OWNERSHIP AND SALE IN THEIR PARTICULAR CIRCUMSTANCES AND THE
POTENTIAL CHANGES IN APPLICABLE LAWS.
 
TAXATION OF THE COMPANY AS A REIT
 
  General
 
     The Company plans to make an election to be taxed as a REIT under Sections
856 through 860 of the Code, commencing with its taxable year ending December
31, 1998. The Company believes that, commencing with such taxable year, it will
be organized and will operate in such a manner as to qualify for taxation as a
REIT under the Code.
 
     In the opinion of Company Counsel, the Company will, commencing with its
taxable year ending December 31, 1998, be organized in conformity with, and its
proposed method of operation will enable it to meet, the requirements for
qualification and taxation as a REIT under the Code. Investors should be aware,
however, that opinions of counsel are not binding upon the IRS or any court. In
providing its opinion, Company Counsel is relying upon certain assumptions and
representations received from the Company. If these assumptions or
representations are not accurate, the opinion of Company Counsel could change.
The \qualification and taxation of the Company as a REIT depends upon its
ability to meet, through actual annual operating results, distribution levels,
share ownership requirements and the various qualification tests imposed
 
                                       101
   108
 
under the Code. Accordingly, while the Company intends to qualify to be treated
as a REIT, no assurance can be given that the actual results of the Company's
operations for any particular year will satisfy such requirements. Company
Counsel will not monitor the compliance of the Company with the requirements for
REIT qualification on an ongoing basis.
 
     The sections of the Code applicable to REITS are highly technical and
complex. Certain aspects thereof are summarized below.
 
     As a REIT, the Company generally will not be subject to federal corporate
income taxes on its net income that is currently distributed to shareholders.
This treatment substantially eliminates the "double taxation" (at the corporate
and shareholder levels) that generally results from investment in a regular
corporation. However, the Company will be subject to federal income tax as
follows. First, the Company will be taxed at regular corporate rates on any
undistributed real estate investment trust taxable income, including
undistributed net capital gains. Second, under certain circumstances, the
Company may be subject to the "alternative minimum tax" on its items of tax
preference. Third, if the Company has (i) net income from the sale or other
disposition of "foreclosure property" which is held primarily for sale to
customers in the ordinary course of business or (ii) other non-qualifying income
from foreclosure property, it will be subject to tax at the highest corporate
rate on such income. Fourth, if the Company has net income from "prohibited
transactions" (which are, in general, certain sales or other dispositions of
property, other than foreclosure property, held primarily for sale to customers
in the ordinary course of business), such income will be subject to a 100% tax.
Fifth, if the Company should fail to satisfy the 75% gross income test or the
95% gross income test (as discussed below), but has nonetheless maintained its
qualification as a REIT because certain other requirements have been met, it
will be subject to a 100% tax on an amount equal to (a) the gross income
attributable to the greater of the amount by which the Company fails the 75% or
95% test, multiplied by (b) a fraction intended to reflect the Company's
profitability. Sixth, if the Company should fail to distribute during each
calendar year at least the sum of (i) 85% of its real estate investment trust
ordinary income for such year, (ii) 95% of its real estate investment trust
capital gain net income for such year, and (iii) any undistributed taxable
income from prior periods, the Company would be subject to a 4% excise tax on
the excess of such required distribution over the amounts actually distributed.
Seventh, if the Company acquires any asset from a C corporation (i.e., generally
a corporation subject to full corporate-level tax) in certain transactions in
which the basis of the asset in the hands of the Company is determined by
reference to the basis of the asset (or any other property) in the hands of the
C corporation, and the Company recognizes gain on the disposition of such asset
during the ten-year period beginning on the date on which such asset was
acquired by the Company (the "Recognition Period"), then, to the extent of the
excess of the fair market value of the asset as of the date of the Company's
acquisition over the Company's adjusted basis in such asset on such date, such
gain will be subject to tax at the highest regular corporate rate. The results
described above with respect to assets acquired from a C corporation assume that
the Company will make an election pursuant to IRS Notice 88-19.
 
  Requirements for Qualification
 
     The Code defines a REIT as a corporation, trust or association (i) which is
managed by one or more trustees or directors, (ii) the beneficial ownership of
which is evidenced by transferable shares, or by transferable certificates of
beneficial interest, (iii) which would otherwise be taxable as a domestic
corporation, but for Sections 856 through 859 of the Code, (iv) which is neither
a financial institution nor an insurance company subject to certain provisions
of the Code, (v) the beneficial ownership of which is held by 100 or more
persons, (vi) during the last half of each taxable year, not more than 50% in
value of the outstanding shares of which is owned, directly or constructively,
by five or fewer individuals (as defined in the Code to include certain
entities) and (vii) which meets certain other tests, described below, regarding
the nature of its income and assets. The Code provides that conditions (i) to
(iv) must be met during the entire taxable year and that condition (v) must be
met during at least 335 days of a taxable year of 12 months, or during a
proportionate part of a taxable year of less than 12 months.
 
     The Declaration of Trust provides for restrictions regarding the ownership
and transfer of the Company's shares of beneficial interest, which restrictions
are intended to assist the Company in satisfying the share ownership
requirements described in (v) and (vi) above. The ownership and transfer
restrictions pertaining to
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   109
 
the Common Shares are described under the heading "Description of Shares of
Beneficial Interest -- Restrictions on Ownership."
 
     The failure to satisfy the requirement in (vi), above, will not result in
the Company losing its status as a REIT if the Company (i) satisfies conditions
specified in Treasury Regulations under the Code for ascertaining the actual
ownership of Common Shares or Preferred Shares of the Company (the "Required
Ownership Inquiry"), and (ii) does not otherwise know, or exercising reasonable
due diligence would not have known, whether the Company failed to satisfy the
share ownership requirement in (vi) above.
 
     The Required Ownership Inquiry obligates the Company to demand written
statements from certain shareholders of record disclosing the actual or
beneficial owners of the Common Shares or Preferred Shares. Demands must be made
by the Company no later than January 30 from shareholders of record owning at
least 5%, 1% of 0.5% of the Common Shares and Preferred Shares when the Company
has 2,000, more than 200, or 200 or less, respectively, shareholders of record.
In the demand, the Company is required to inform each shareholder of a duty to
include the information requested by the Company in the shareholder's tax return
if the shareholder fails or refuses to comply with the Company's demand for
written statements including that information. Moreover, the Company is required
to maintain in its records a list of the shareholders failing or refusing to
comply in whole or in part with the Company's demand for written statements. A
failure to comply with the Required Ownership Inquiry could result in a loss of
the Company's status as a REIT or subject the Company to penalties. The Company
intends to comply with the Required Ownership Inquiry.
 
     If a REIT owns a corporate subsidiary that is a "qualified REIT
subsidiary," the subsidiary is disregarded as an entity for federal income tax
purposes. Instead, all of the subsidiary's assets, liabilities and items of
income, deduction and credit are treated as assets, liabilities and such items
of the REIT itself. A "qualified REIT subsidiary" is any corporation, 100% of
the outstanding stock of which is owned by the REIT. CPT LP should be a
"qualified REIT subsidiary." Therefore, the assets, liabilities and items of
income, deduction and credit of CPT LP will be treated for federal income tax
purposes as the assets, liabilities and tax items of the Company. The Company
also may have additional corporate subsidiaries in the future.
 
     If a REIT is a member of a partnership, it will be treated as realizing its
proportionate share of the income or loss of the partnership, as well as the
character of such income or loss, and other partnership items, as if the REIT
owned directly its proportionate share of the assets owned by the partnership.
This rule applies to allow a REIT to satisfy requirements regarding the nature
of the REIT's income and assets. See " -- Income Tests" and " -- Assets Tests."
 
  Income Tests
 
     In order to qualify, and maintain qualification, as a REIT, the Company
annually must satisfy two gross income requirements. First, at least 75% of the
Company's gross income (excluding gross income from prohibited transactions) for
each taxable year must be derived directly or indirectly from investments
relating to real property or mortgages on real property (including "rents from
real property") or from certain types of temporary investments. Second, at least
95% of the Company's gross income (excluding gross income from prohibited
transactions) for each taxable year must be derived from such real property
investments, dividends, interest and gain from the sale or disposition of stock
or securities (or from any combination of the foregoing). In applying these
income tests, if a REIT is a direct or indirect partner in a partnership, the
REIT will be treated as realizing its proportionate share of the income or loss
of the partnership, as well as the character of such income or loss, and other
partnership items, as if the REIT owned directly its proportionate share of the
assets owned by the partnership.
 
     Rents received by the Company will qualify as "rents from real property" in
satisfying the gross income requirements for a REIT described above only if
several conditions are met. First, the amount of rent must not be based in whole
or in part on the net income or profits of any person. However, an amount
received or accrued generally will not be excluded from the terms "rents from
real property" solely by reason of being based on a fixed percentage or
percentages of gross receipts or sales. Second, the Code provides that rents
received from a tenant will not qualify as "rents from real property" in
satisfying the gross income tests if the REIT, directly or under the applicable
attribution rules, owns at any time during its taxable year a 10% or
                                       103
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greater interest in such tenant (a "Related Party Tenant"). The applicable
attribution rules, however, are highly complex and difficult to apply, and the
Company may inadvertently enter into leases with tenants who, through
application of such rules, will constitute Related Party Tenants. In such event,
rent paid by the Related Party Tenant will not qualify as "rents from real
property,"which may jeopardize the Company's status as a REIT. Third, if rent
attributable to personal property leased in connection with a lease of real
property is greater than 15% of the total rent received under the lease, then
the portion of rent attributable to such personal property will not qualify as
"rents from real property". Finally, for rents received to qualify as "rents
from real property," the REIT generally must not operate or manage the property
or furnish or render services to the tenants of such property, other than
through an independent contractor from whom the REIT derives no revenue;
provided, however, that the Company may directly perform certain services that
are "usually or customarily rendered" in connection with the rental of space for
occupancy only or are not considered "rendered to the occupant" of the property.
 
     On an ongoing basis, the Company will use its best efforts: (i) not to
charge rent for any property that is based in whole or in part on the net income
or profits of any person (except by reason of being based on a fixed percentage
of gross receipts or sales, as described above); (ii) not to rent any property
to a Related Party Tenant (taking into account the applicable constructive
ownership rules), unless the Company determines in its discretion that the rent
received from such Related Party Tenant is not material and will not jeopardize
the Company's status as a REIT; (iii) not to derive rental income attributable
to personal property (other than personal property leased in connection with the
lease of real property, the amount of which is less than 15% of the total rent
received under the lease); and (iv) not to perform services considered to be
rendered to the occupant of the property, other than through an independent
contractor from whom the Company derives no revenue or if the provisions of such
services will not jeopardize the Company's status as a REIT. Because the Code
provisions applicable to REITs are complex, however, the Company may fail to
meet one or more of the foregoing objectives, which failure may jeopardize the
Company's status as a REIT. For a discussion of the consequences of any failure
by the Company to qualify as a REIT, see "-- Failure to Qualify as a REIT."
 
     Rents will constitute "rents from real property" only if the Leases are
treated as true leases for federal income tax purposes and are not treated as
service contracts, joint ventures, financing arrangements or some other type of
arrangement. The determination of whether the Leases are true leases depends on
an analysis of all surrounding facts and circumstances. In making such a
determination, courts have considered a variety of factors, including the
following: (i) the intent of the parties; (ii) the form of the agreement; (iii)
the degree of control over the property that is retained by the property owner
(e.g., whether the lessee has substantial control over the operation of the
property or whether the lessee was required simply to use its best efforts to
perform its obligations under the agreement); (iv) the extent to which the
property owner retains the risk of loss with respect to the operation of the
property (e.g., whether the lessee bears the risk of increases in operating
expenses or the risk of damage to the property); and (v) the extent to which the
property owner retains the burdens and benefits of ownership of the property.
 
     Section 7701(e) of the Code provides that a contract that purports to be a
service contract (or a partnership agreement) will be treated instead as a lease
of property if the contract is properly treated as such, taking into account all
relevant factors, including whether or not: (i) the service recipient is in
physical possession of the property; (ii) the service recipient controls the
property; (iii) the service recipient has a significant economic or possessory
interest in the property (e.g., the property's use is likely to be dedicated to
the service recipient for a substantial portion of the useful life of the
property, the recipient shares the risk that the property will decline in value,
the recipient shares in any appreciation in the value of the property, the
recipient shares in savings in the property's operating costs, or the recipient
bears the risk of damage to or loss of the property); (iv) the service provider
does not bear any risk of substantially diminished receipts or substantially
increased expenditures if there is nonperformance under the contract; (v) the
service provider does not use the property concurrently to provide significant
services to entities unrelated to the service recipient; and (vi) the total
contract price does not substantially exceed the rental value of the property
for the contract period. Since the determination whether a service contract
should be treated as a lease is inherently factual, the presence or absence of
any single factor may not be dispositive in every case.
 
                                       104
   111
 
     The Leases should be treated as leases rather than service contracts, joint
venture or partnership arrangements or financing or disguised sale arrangements,
for federal income tax purposes, based, in part, on the following facts: (i) the
Company and Wackenhut Corrections intend for their relationship to be that of a
lessor and lessee and such relationship will be documented by lease agreements;
(ii) Wackenhut Corrections will have the right to exclusive possession and use
and quiet enjoyment of the Facilities during the term of the Leases; (iii)
Wackenhut Corrections will bear the cost of, and be responsible for, day-to-day
maintenance and repair of the Facilities, and will dictate how the Facilities
are operated, maintained, and improved; (iv) Wackenhut Corrections will bear all
of the costs and expenses of operating the Facilities during the terms of the
Leases; (v) Wackenhut Corrections will benefit from any savings in the costs of
operating the Facilities during the terms of the Leases; (vi) Wackenhut
Corrections will generally indemnify the Company against all liabilities imposed
on the Company during the term of the Leases by reason of (a) injury to persons
or damage to property occurring at the Facilities, or (b) Wackenhut Corrections'
use, management, maintenance or repair of the Facilities; (vii) Wackenhut
Corrections is obligated to pay substantial fixed rent for the period of use of
the Facilities; (viii) Wackenhut Corrections stands to incur substantial losses
(or reap substantial gains) depending on how successfully it operates the
Facilities; (ix) the useful lives of the Facilities are significantly longer
than the terms of the Leases; and (x) the Company will receive the benefit of
any increase in value, and will bear the risk of any decrease in value, of the
Facilities during the terms of the Leases.
 
     Investors should be aware that there are no controlling Treasury
Regulations, published rulings, or judicial decisions involving leases with
terms substantially similar to those contained in the Leases that address
whether such leases constitute true leases for federal income tax purposes. If
the Leases are recharacterized as service contracts or partnership agreements,
rather than true leases, part or all of the payments that the Company receives
from Wackenhut Corrections may not be considered rent or may not otherwise
satisfy the various requirements for qualification as "rents from real
property." In that case, the Company likely would not be able to satisfy either
the 75% or 95% gross income tests and, as a result, would lose its REIT status.
 
     For the Rent to constitute "rents from real property," the other
requirements enumerated above also must be satisfied. One requirement is that
the Rent attributable to personal property leased in connection with the lease
of a facility must not be greater than 15% of the total Rent received under the
Leases. The Rent attributable to the personal property leased with a facility is
deemed to be the amount that bears the same ratio to total rent for the taxable
year as the average of the adjusted bases of the personal property leased in
connection with the lease of the facility at the beginning and at the end of the
taxable year bears to the average of the aggregate adjusted bases of both the
real and personal property comprising the facility at the beginning and at the
end of such taxable year (the "Adjusted Basis Ratio"). The Adjusted Basis Ratio
applies to each separate Facility. If the Adjusted Basis Ratio with respect to a
Facility is less than 15%, then all Rent payable under a Lease constitutes
"rents from real property." If the Adjusted Basis Ratio with respect to a
Facility exceeds 15%, the Rent attributable to personal property would not
constitute qualifying income under either the 75% or 95% gross income tests.
 
     The term "real property" for purposes of the REIT provisions means land or
improvements thereon such as buildings or other inherently permanent structures
thereon (including items which are structural components of buildings or such
structures). State or local law definitions or characterizations of property as
real property will not be controlling for purposes of the characterization of
property as "real property" under Section 856 of the Code. Examples of
structural components of a building qualifying as "real property" include but
are not limited to the wiring in the structure, plumbing systems, central
heating or air-conditioning machinery, pipes or ducts, and elevators installed
in a building. Treasury Regulations provide that the term "real property" does
not include assets accessory to the operation of a business such as machinery,
printing press, transportation equipment, refrigerators, individual air
conditioning units, grocery counters, or furnishings of a hotel or office
building, even though such items may be characterized as fixtures under state or
local law.
 
     The Company will lease to Wackenhut Corrections, pursuant to the Leases,
certain property located in an Initial Facility which may be considered personal
property for federal income tax purposes. The Company does not intend to lease
personal property which is not a fixture under state or local law in connection
with the Lease of the Initial Facilities. The Adjusted Basis Ratio with respect
to each such Lease is anticipated to be
                                       105
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less than 15%. Accordingly, Rent received by the Company should satisfy this
requirement with respect to the Leases of the Initial Facilities.
 
     A second requirement for qualification of the Rent as "rents from real
property" is that the Company must not own, directly or constructively, 10% or
more of Wackenhut Corrections or any other tenant of the Facilities. The
constructive ownership rules generally provide that if 10% or more in value of
the shares of the Company are owned, directly or indirectly, by or for any
person, the Company is considered as owning the shares owned, directly or
indirectly, by or for such person. The Declaration of Trust provides that no
person may own, directly or constructively, more than 9.8% of the Company. See
"Description of Shares of Beneficial Interest -- Restrictions on Ownership."
Assuming the Declaration of Trust is complied with, neither Wackenhut
Corrections nor any direct or indirect shareholder of Wackenhut Corrections
should ever own, directly or constructively, 10% or more of the Company, and
thus the constructive ownership rules should not be triggered.
 
     A third requirement for qualification of the Rent as "rents from real
property" is that the Company cannot furnish or render noncustomary services to
the tenants of its properties, or manage or operate such properties, other than
through an independent contractor who is adequately compensated and from whom
the Company itself does not derive or receive any income. Provided that the
Leases are respected as true leases, the Company should satisfy this requirement
with respect to the Rent because it will not be performing for Wackenhut
Corrections any services. As described above, however, if the Leases are
recharacterized as service contracts or partnership agreements, the Rent likely
would be disqualified as "rents from real property" because the Company would be
considered to furnish or render services to the occupants of the properties and
to manage or operate the properties other than through an independent contractor
from whom the Company derives or receives no income. If the Company provides
services to Wackenhut Corrections or any other tenant that are other than those
usually or customarily provided in connection with the rental of space for
occupancy only, amounts received by the Company for such services will not be
treated as "rents from real property" for purposes of the REIT gross income
tests but will not cause other amounts received with respect to the property to
fail to be treated as "rents from real property" unless the amounts received in
respect of such services, together with amounts received for certain management
services, exceeds 1% of all amounts received or accrued by the Company during
the taxable year with respect to such property. If the 1% threshold is exceeded,
then all amounts received or accrued by the Company with respect to the property
will not qualify as "rents from real property." Because the Company cannot
operate a Facility and while the failure by Wackenhut Corrections to comply
materially with the terms of a lease would give the Company the right to
terminate such lease and enforce the obligations thereunder, such a lease
termination would in the case of certain Facilities force the Company to find
another lessee and locate and hire an independent contractor to operate the
Facilities. Moreover, there can be no assurance that Wackenhut Corrections will
elect to renew a lease upon the expiration of its initial term, which would also
force the Company to find a suitable replacement lessee and independent
contractor to manage the particular Facility. If the Company fails to take such
steps, it risks losing its ability to elect or maintain REIT status. Because of
the nature of the correctional and detention industry, the Company may be unable
to locate suitable lessees or independent contractors to lease or operate a
Facility or, even if such persons could be located, the rent from the new lease
of the Facility and the expense of the independent contractor could be
materially less than current rent or cause a material increase in projected
expenses and, therefore, reduce the Company's Cash Available for Distribution.
 
     Based on the foregoing, the Rent should qualify as "rents from real
property" for purposes of the 75% and 95% gross income tests. As described
above, however, there can be no complete assurance that the IRS will not assert
successfully a contrary position and, therefore, prevent the Company from
qualifying as a REIT. Interest payable to the Company on Rent which is past due
will not qualify under the 75% gross income test but will qualify under the 95%
gross income test.
 
     Income that is "qualified temporary investment income" constitutes gross
income which satisfies the 75% and 95% gross income tests. Income constitutes
"qualified temporary investment income" if the income constitutes dividends or
interest which are attributable to the investment of new capital in stock or
debt securities and which is received or accrued during the 1-year period
beginning on the date a REIT receives new capital. Such income also includes
gain from the sale, exchange or other disposition of the stock or debt
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instruments acquired with new capital. For this purpose, "new capital" includes
the receipt of proceeds from a stock offering. Investments of new capital in
stock or debt securities need not be investments in issuers that are REITs. In
the Offering, the Company anticipates receiving proceeds which will not be used
immediately to acquire the Initial Facilities. The Company intends to invest
such proceeds in a manner as to produce qualified temporary investment income.
The Company's rate of return from its temporary investments may be less than its
rate of return from the lease of the Initial Facilities causing the Company to
be unable to maintain its planned distribution amounts to shareholders.
 
     If the Company fails to satisfy one or both of the 75% or 95% gross income
tests for any taxable year, it may nevertheless qualify as a REIT for such year
if it is entitled to relief under certain provisions of the Code. These relief
provisions will generally be available if the Company's failure to meet such
tests was due to reasonable cause and not due to willful neglect, the Company
attaches a schedule of the sources of its income to its federal income tax
return, and any incorrect information on the schedule was not due to fraud with
intent to evade tax. It is not possible, however, to state whether in all
circumstances the Company would be entitled to the benefit of these relief
provisions. As discussed above under "-- General," even if these relief
provisions apply, a tax would be imposed with respect to the excess income.
 
  Prepaid Rent
 
     Because the Facilities will be acquired from, and will be leased to,
Wackenhut Corrections, the IRS could assert that the Company realized prepaid
rental income in the year of purchase to the extent that the value of such
Facilities exceeds the purchase price paid by the Company for such Facilities.
In litigated cases involving sale-leasebacks which have considered this issue,
courts generally have concluded that buyers have realized prepaid rent where
both parties acknowledged that the purported purchase price for the property was
substantially less than the fair market value, and the proposed rents were
substantially less than the fair market rentals. Because of the lack of clear
precedent and the inherently factual nature of the inquiry, no assurances can be
given that the IRS could not successfully assert the existence of prepaid rental
income in such circumstances. The value of property and the fair market rent for
properties involved in sale-leasebacks are inherently factual matters and always
subject to challenge. The Company believes that the purchase price paid for the
Facilities is approximately equal to the fair market value of the Facilities.
 
  Other Issues
 
     Additionally, Section 467 of the Code (concerning leases with increasing
rents) may apply to the Leases because they provide for rents that increase from
one period to the next. Section 467 provides that in the case of a so-called
Disqualified Leaseback Agreement (as hereinafter defined), rental income must be
accrued at a constant rate. If such constant rate accrual is required, the
Company would recognize rental income in excess of cash rents and, as a result,
may fail to meet the 95% dividend distribution requirement. Disqualified
Leaseback Agreements include leaseback transactions where a principal purpose of
providing increasing rent under the agreement is the avoidance of federal income
tax. The Company and Wackenhut Corrections have represented that the principal
purpose of rent increases under the Leases is not the avoidance of federal
income taxes. Furthermore, under Treasury regulations, tax avoidance is not
considered a principal purpose where the lessee is required to pay third party
costs, such as insurance, maintenance and taxes, or where rent is adjusted based
on reasonable price indices. Accordingly, the Company believes that the Leases
will not be subject to rent leveling under Code Section 467. It should be noted,
however, that leases involved in sale-leaseback transactions are subject to
special scrutiny under this provision of the Code.
 
  Asset Tests
 
     The Company, at the close of each quarter of its taxable year, must also
satisfy three tests relating to the nature of its assets. First, at least 75% of
the value of the Company's total assets must be represented by real estate
assets (including (i) real estate assets held by the Company's qualified REIT
subsidiaries and the Company's allocable share of real estate assets held by
partnerships in which the Company owns an interest, (ii) for a period of one
year from the date of the Company's receipt of proceeds of an offering of its
shares of beneficial interest or long-term (at least five years) debt, stock or
debt instruments purchased with such
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proceeds and (iii) stock issued by another REIT), cash, cash items and
government securities. Second, not more than 25% of the Company's total assets
may be represented by securities other than those in the 75% asset class. Third,
of the investments included in the 25% asset class, the value of any one
issuer's securities (other than securities issued by another REIT) owned by the
Company may not exceed 5% of the value of the Company's total assets and the
Company may not own more than 10% of any one issuer's outstanding voting
securities. The Company's allocable share of assets owned by the Operating
Partnership or a qualified REIT subsidiary such as CPT LP will be treated as
owned by it for purposes of these asset tests.
 
     The Company has represented that, as of the date of the Offering, at least
75% of the value of its total assets will be represented by real estate assets,
cash, cash items and government securities and it will not own securities which
do not satisfy the 75% asset class (except for all of the outstanding stock of
CPT LP or other qualified REIT subsidiaries and excluding partnership
interests). The Company has also represented that it will not acquire or
dispose, or cause the Operating Partnership to acquire or dispose, of assets in
the future in a way which would cause the Company to violate either the 75% or
25% asset requirement. Based upon the foregoing, the Company should satisfy both
asset requirements for REIT status.
 
  Annual Distribution Requirements
 
     The Company, in order to qualify as a REIT, is required to distribute
dividends (other than capital gain dividends) to its shareholders in an amount
at least equal to (A) the sum of (i) 95% of the Company's "real estate
investment trust taxable income" (computed without regard to the dividends paid
deduction and the Company's net capital gain) and (ii) 95% of the net income
(after tax), if any, from foreclosure property, minus (B) the sum of certain
items of non-cash income. In addition, if the Company disposes of any asset
acquired from a C corporation in a carryover basis transaction during its
Recognition Period, the Company will be required to distribute at least 95% of
the built-in gain (after tax), if any, recognized on the disposition of such
asset. Such distributions must be paid in the taxable year to which they relate,
or in the following taxable year if declared before the Company timely files its
tax return for such year and if paid on or before the first regular dividend
payment after such declaration. To the extent that the Company does not
distribute all of its net capital gain or distributes at least 95%, but less
than 100%, of its "real estate investment trust taxable income," as adjusted, it
will be subject to tax thereon at regular ordinary and capital gain corporate
tax rates. Furthermore, if the Company should fail to distribute during each
calendar year at least the sum of (i) 85% of its ordinary income for such year,
(ii) 95% of its capital gain net income for such year, and (iii) any
undistributed taxable income from prior periods, the Company would be subject to
a 4% excise tax on the excess of such required distribution over the amounts
actually distributed. The Company intends to satisfy the annual distribution
requirements.
 
     It is possible that the Company, from time to time, may not have sufficient
cash or other liquid assets to meet the 95% distribution requirement due to
timing differences between (i) the actual receipt of income and actual payment
of deductible expenses and (ii) the inclusion of such income and deduction of
such expenses in arriving at taxable income of the Company. In the event that
such timing differences occur, in order to meet the 95% distribution
requirement, the Company may find it necessary to arrange for short-term, or
possibly long-term, borrowings or to pay dividends in the form of taxable share
dividends.
 
     Under certain circumstances, the Company may be able to rectify a failure
to meet the distribution requirement for a year by paying "deficiency dividends"
to shareholders in a later year, which may be included in the Company's
deduction for dividends paid for the earlier year. Thus, the Company may be able
to avoid being taxed on amounts distributed as deficiency dividends; however,
the Company will be required to pay interest based upon the amount of any
deduction taken for deficiency dividends.
 
FAILURE TO QUALIFY AS A REIT
 
     If the Company fails to qualify for taxation as a REIT in any taxable year,
and the relief provisions do not apply, the Company will be subject to tax
(including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Distributions to shareholders in any year in which the
Company fails to qualify will not be deductible by the Company nor will they be
required to be made. In such event, to the
 
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extent of current and accumulated earnings and profits, all distributions to
shareholders will be taxable as ordinary income and, subject to certain
limitations of the Code, corporate distributees may be eligible for the
dividends received deduction. Unless entitled to relief under specific statutory
provisions, the Company will also be disqualified from taxation as a REIT for
the four taxable years following the year during which qualification was lost.
It is not possible to state whether in all circumstances the Company would be
entitled to such statutory relief.
 
TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS
 
     As used herein, the term "Domestic Shareholder" means a holder of Common
Shares who (for United States federal income tax purposes) is (i) a citizen or
resident of the United States or (ii) a corporation, or other taxable entity
created or organized in or under the laws of the United States or of any
political subdivision thereof.
 
     As long as the Company qualifies as a REIT, distributions made by the
Company out of its current or accumulated earnings and profits (and not
designated as capital gain dividends) will constitute dividends taxable to its
taxable Domestic Shareholders as ordinary income. Such distributions will not be
eligible for the dividends-received deduction in the case of Domestic
Shareholders that are corporations. Distributions made by the Company that are
properly designated by the Company as capital gain dividends will be taxable to
Domestic Shareholders as gain from the sale and exchange of a capital asset held
for more than one 1 year (to the extent that they do not exceed the Company's
actual net capital gain for the taxable year) without regard to the period for
which a Domestic Shareholder has held his Common Shares. In addition, IRS Notice
97-64 allows the Company to designate capital gain dividends attributable to the
sale or exchange of a capital asset held for more than 18 months. Domestic
Shareholders that are corporations may, however, be required to treat up to 20%
of certain capital gain dividends as ordinary income.
 
     To the extent that the Company makes distributions (not designated as
capital gain dividends) in excess of its current and accumulated earnings and
profits, such distributions will be treated first as a tax-free return of
capital to each Domestic Shareholder, reducing the adjusted basis which such
Domestic Shareholder has in his Common Shares for tax purposes by the amount of
such distribution (but not below zero), with distributions in excess of a
Domestic Shareholder's adjusted basis in his shares taxable as capital gains
(provided that the Shares have been held as a capital asset). Dividends
authorized by the Company in October, November or December of any year and
payable to a shareholder of record on a specified date in any such month shall
be treated as both paid by the Company and received by the shareholder on
December 31 of such year, provided that the dividend is actually paid by the
Company on or before January 31 of the following calendar year. Shareholders may
not include in their own income tax returns any net operating losses or capital
losses of the Company.
 
     Distributions made by the Company and gain arising from the sale or
exchange by a Domestic Shareholder of Common Shares will not be treated as
passive activity income, and, as a result, Domestic Shareholders generally will
not be able to apply any "passive losses" against such income or gain.
 
     Upon any sale or other disposition of Common Shares, a Domestic Shareholder
will recognize gain or loss for federal income tax purposes in an amount equal
to the difference between (i) the amount of cash and the fair market value of
any property received on such sale or other disposition, and (ii) the holder's
adjusted basis in the Common Shares for tax purposes. Such gain or loss will be
capital gain or loss if the Common Shares have been held by the Domestic
Shareholder as a capital asset. Long-term capital gain of an individual Domestic
Shareholder is generally subject to a maximum tax rate of 28% in respect of
property held for more than one year and the maximum rate is reduced to 20% in
the case of property held in excess of 18 months. In general, any loss
recognized by a Domestic Shareholder upon the sale or other disposition of
shares of the Company that have been held for six months or less (after applying
certain holding period rules) will be treated as a long-term capital loss, to
the extent of distributions received by such Domestic Shareholder from the
Company which were required to be treated as long-term capital gains.
 
     Domestic Shareholders holding Common Shares at the close of the Company's
taxable year will be required to include, in computing their long-term capital
gains for the taxable year in which the last day of the
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Company's taxable year falls, such amount as the Company may designate in a
written notice mailed to its shareholders. The Company may not designate amounts
in excess of the Company's undistributed net capital gain for the taxable year.
Each Domestic Shareholder required to include such a designated amount in
determining such shareholder's long-term capital gains will be deemed to have
paid, in the taxable year of the inclusion, the tax paid by the Company in
respect of such undistributed net capital gains. Domestic Shareholders subject
to these rules will be allowed a credit or a refund, as the case may be, for the
tax deemed to have been paid by such shareholders. Domestic Shareholders will
increase their basis in their Common Shares by the difference between the amount
of such includible gains and the tax deemed paid by the shareholder in respect
of such gains.
 
     The discussion above applicable to Domestic Shareholders applies as well to
a Domestic Shareholder which is a partner of a partnership or member of a
similar non-taxable, "flow-through" entity. Because a partnership or such an
entity is not a taxable entity, a Domestic Shareholder will take into account
his distributive share of distributions and items of income and gain realized by
the partnership or similar non-taxable, flow-through entity related to the
partnership's or entity's ownership of Common Shares. The character of the
income and gain realized by the partnership or other non-taxable, flow-through
entity retains the same character when taken into account by a Domestic
Shareholder. If the Domestic Shareholder is a partner or member of a partnership
or similar non-taxable, flow-through entity organized outside the United States,
the Domestic Shareholder will take into account its distributive share of any
U.S. withholding tax imposed on the non-U.S. partnership or other similar entity
either as a credit against such Domestic Shareholder's U.S. federal income tax
liability or as a refund, as applicable.
 
     The discussion above applicable to Domestic Shareholders generally applies
to an estate or trust, the income of which is subject to United States federal
income taxation regardless of its source. However, an estate or trust may also
be entitled to a deduction for distributions made to beneficiaries who would
take into account the income or gain realized by the estate or trust. Executors
of estates and trustees of trusts should consult their own tax advisors
respecting the federal income tax consequences arising from their acquisition,
ownership and sale of Common Shares.
 
  Backup Withholding
 
     The Company will report to its Domestic Shareholders and the IRS the amount
of dividends paid during each calendar year, and the amount of tax withheld, if
any. Under the backup withholding rules, a shareholder may be subject to backup
withholding at the rate of 31% with respect to dividends paid unless such holder
(a) is a corporation or comes within certain other exempt categories and, when
required, demonstrates this fact, or (b) provides a taxpayer identification
number, certifies as to no loss of exemption from backup withholding, and
otherwise complies with applicable requirements of the backup withholding rules.
A Domestic Shareholder that does not provide the Company with his correct
taxpayer identification number may also be subject to penalties imposed by the
IRS. Any amount paid as backup withholding will be creditable against the
shareholder's income tax liability. In addition, the Company may be required to
withhold a portion of capital gain distributions to any shareholders who fail to
certify their non-foreign status to the Company.
 
TAXATION OF TAX-EXEMPT SHAREHOLDERS
 
     The IRS has ruled that amounts distributed as dividends by a REIT generally
do not constitute unrelated business taxable income ("UBTI") when received by a
tax-exempt entity. Based on that ruling, provided that a tax-exempt shareholder
(except certain tax exempt shareholders described below) has not held its Common
Shares as "debt financed property" within the meaning of the Code and such
Common Shares are not otherwise used in a trade or business, the dividend income
from Common Shares will not be UBTI to a tax-exempt shareholder. Similarly,
income from the sale of Common Shares will not constitute UBTI unless such
tax-exempt shareholder has held such Common Shares as "debt financed property"
within the meaning of the Code or has used the Common Shares in a trade or
business.
 
     For tax-exempt shareholders that are social clubs, voluntary employee
benefit associations, supplemental unemployment benefit trusts, and qualified
group legal services plans exempt from federal income taxation
 
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under Sections 501(c)(7), (c)(9), (c)(17), and (c)(20) of the Code,
respectively, income from an investment in the Common Shares will constitute
UBTI unless the organization is able to properly deduct amounts set aside or
placed in reserve for certain purposes so as to offset the income generated by
its Common Shares. Such prospective investors should consult their own tax
advisors concerning these "set aside" and reserve requirements.
 
     Notwithstanding the foregoing, however, a portion of the dividends paid by
a "pension-held REIT" will be treated as UBTI to any trust which (i) is
described in Section 401(a) of the Code, (ii) is tax-exempt under Section 501(a)
of the Code, and (iii) holds more than 10% (by value) of the equity interests in
the REIT. Tax-exempt pension, profit sharing and stock bonus funds that are
described in Section 401(a) of the Code are referred to below as "qualified
trusts."
 
     A REIT is a "pension-held REIT" if (i) it would not have qualified as a
REIT but for the fact that Section 856(h)(3) of the Code provides that stock
owned by qualified trusts shall be treated, for purposes of the "not closely
held" requirement, as owned by the beneficiaries of the trust (rather than by
the trust itself) and (ii) either (A) at least one qualified trust holds more
than 25% (by value) of the interests in the REIT or (B) one or more qualified
trusts, each of which owns more than 10% (by value) of the interests in the
REIT, hold in the aggregate more than 50% (by value) of the interests in the
REIT. The percentage of any REIT dividend treated as UBTI is equal to the ratio
of (i) the Gross income (less direct expenses related thereto) of the REIT from
unrelated trades or businesses (determined as though the REIT were a qualified
trust) to (ii) the total gross income (less direct expenses related thereto) of
the REIT. A de minimis exception applies where this percentage is less than 5%
for any year. The Company does not expect to be classified as a "pension-held
REIT."
 
     Tax-exempt entities will be subject to the rules described under this
heading "-- Taxation of Taxable Domestic Shareholders" concerning the inclusion
of the Company's designated undistributed net capital gains in the income of its
shareholders. Thus, such entities will, after satisfying filing requirements, be
allowed a credit or refund of the tax deemed paid by such entities in respect of
such includible gains.
 
TAXATION OF NON-DOMESTIC SHAREHOLDERS
 
     The rules governing U.S. federal income taxation of nonresident alien
individuals, foreign corporations, and other foreign shareholders (collectively,
"Non-Domestic Shareholders") are complex and no attempt will be made herein to
provide more than a limited summary of such rules. Prospective Non-Domestic
Shareholders should consult with their own tax advisors to determine the impact
of U.S. federal, state and local income tax laws with regard to an investment in
Shares, including any reporting requirements.
 
  Ordinary Dividends
 
     Distributions, other than distributions that are treated as attributable to
gain from sales or exchanges by the Company of U.S. real property interests
(discussed below) and other than distributions designated by the Company as
capital gain dividends, will be treated as ordinary income to the extent that
they are made out of current or accumulated earnings and profits of the Company.
Such distributions to Non-Domestic Shareholders will ordinarily be subject to a
withholding tax equal to 30% of the gross amount of the distribution, unless an
applicable tax treaty reduces that tax. However, if income from the investment
in the Common Shares is treated as effectively connected with the Non-Domestic
Shareholder's conduct of a U.S. trade or business, the Non-Domestic Shareholder
generally will be subject to tax at graduated rates in the same manner as
Domestic Shareholders are taxed with respect to such dividends (and may also be
subject to the 30% branch profits tax if the shareholder is a foreign
corporation). The Company expects to withhold U.S. tax at the rate of 30% on the
gross amount of any dividends, other than dividends treated as attributable to
gain from sales or exchanges of U.S. real property interests and capital gain
dividends, paid to a Non-Domestic Shareholder, unless (i) a lower treaty rate
applies and the required information evidencing eligibility for that reduced
rate is filed with the Company or the appropriate withholding agent or (ii) the
Non-Domestic Shareholder files an IRS Form 4224 (or a successor form) with the
Company or the appropriate withholding agent claiming that the distributions are
"effectively connected" income.
 
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   118
 
     Distributions to a Non-Domestic Shareholder that are designated by the
Company at the time of distribution as capital gain dividends which are not
attributable to or treated as attributable to the disposition by the Company of
a U.S. real property interest generally will not be subject to U.S. federal
income taxation, except as described below.
 
  Return of Capital
 
     Distributions in excess of current and accumulated earnings and profits of
the Company, which are not treated as attributable to the gain from disposition
by the Company of a U.S. real property interest, will not be taxable to a
Non-Domestic Shareholder to the extent that they do not exceed the adjusted
basis of the Non-Domestic Shareholder's Common Shares, but rather will reduce
the adjusted basis of such Common Shares. To the extent that such distributions
exceed the adjusted basis of a Non-Domestic Shareholder's Common Shares, they
will give rise to tax liability if the Non-Domestic Shareholder otherwise would
be subject to tax on any gain from the sale or disposition of its Common Shares,
as described below. If it cannot be determined at the time a distribution is
made whether such distribution will be in excess of current and accumulated
earnings and profits, the distribution will be subject to withholding at the
rate applicable to dividends. However, the Non-Domestic Shareholder may seek a
refund of such amounts from the IRS if it is subsequently determined that such
distribution was, in fact, in excess of current and accumulated earnings and
profits of the Company.
 
  Capital Gain Dividends
 
     For any year in which the Company qualifies as a REIT, distributions that
are attributable to gain from sales or exchanges by the Company of U.S. real
property interests will be taxed to a Non-Domestic Shareholder under the
provisions of the Foreign Investment in Real Property Tax Act of 1980, as
amended ("FIRPTA"). Under FIRPTA, these distributions are taxed to a
Non-Domestic Shareholder as if such gain were effectively connected with a U.S.
business. Thus, Non-Domestic Shareholders will be taxed on such distributions at
the normal capital gain rates applicable to Domestic Shareholders (subject to
any applicable alternative minimum tax and special alternative minimum tax in
the case of nonresident alien individuals). The Company is required by
applicable Treasury Regulations under FIRPTA to withhold 35% of any distribution
that could be designated by the Company as a capital gain dividend. However, if
the Company designates as a capital gain dividend a distribution made prior to
the day the Company actually effects such designation, then (although such
distribution may be taxable to a Non-Domestic Shareholder) such distribution is
not subject to withholding under FIRPTA; rather, the Company must effect the 35%
FIRPTA withholding from distributions made on and after the date of such
designation, until the distributions so withheld equal the amount of the prior
distribution designated as a capital gain dividend. The amount withheld is
creditable against the Non-Domestic Shareholder's U.S. tax liability.
 
  Sales of Shares
 
     Gain recognized by a Non-Domestic Shareholder upon a sale or exchange of
Common Shares generally will not be taxed under FIRPTA if the Company is a
"domestically controlled REIT," defined generally as a REIT in respect of which
at all times during a specified testing period less than 50% in value of the
stock is and was held directly or indirectly by foreign persons. It is currently
anticipated that the Company will continue to be a "domestically controlled
REIT," and, therefore, that the sale of Common Shares will not be subject to
taxation under FIRPTA. However, gain not subject to FIRPTA will be taxable to a
Non-Domestic Shareholder if (i) investment in the Shares is treated as
"effectively connected" with the Non-Domestic Shareholder's U.S. trade or
business, in which case the Non-Domestic Shareholder will be subject to the same
treatment as U.S. Shareholders with respect to such gain, or (ii) the
Non-Domestic Shareholder is a nonresident alien individual who was present in
the United States for 183 days or more during the taxable year and has a "tax
home" in the United States, or maintains an office or a fixed place of business
in the United States to which the gain is attributable, in which case the
nonresident alien individual will be subject to a 30% tax on the individual's
capital gains. A similar rule will apply to capital gain dividends not subject
to FIRPTA.
 
                                       112
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     If the Company were not a domestically-controlled REIT, a Non-Domestic
Shareholder's sale of Common Shares would be subject to tax under FIRPTA only if
the selling Non-Domestic Shareholder owned more than 5% of the class of Common
Shares sold at any time during a specified period (generally the shorter of the
period that the Non-Domestic Shareholder owned the Common Shares sold or the
five-year period ending on the date of disposition). If the gain on the sale of
Common Shares were to be subject to tax under FIRPTA, the Non-Domestic
Shareholder would be subject to the same treatment as Domestic Shareholders with
respect to such gain (subject to any applicable alternative minimum tax and a
special alternative minimum tax in the case of nonresident alien individuals)
and the purchaser of such Common Shares would be required to withhold 10% of the
gross purchase price.
 
  Treaty Benefits
 
     The United State is a party to bilateral income tax treaties with various
foreign countries. These income tax treaties may change one or more of the above
general rules for a particular Non-Domestic Shareholder depending on the terms
and conditions of the particular treaty and whether the particular Non-Domestic
Shareholder qualifies under such treaty for any benefits thereunder. In general,
a Non-Domestic Shareholder may take advantage of benefits, such as a reduced
withholding rate, offered by an income tax treaty between the United States and
a foreign country only if such Non-Domestic Shareholder is a resident (as
defined in the treaty) of that foreign country.
 
     In order to claim a reduced rate of withholding tax under an income tax
treaty, a Non-Domestic Shareholder may be required to present to the Company or
other intermediary IRS forms or other documentary evidence confirming such
Non-Domestic Shareholder's status as a resident of the particular treaty country
under whose treaty the reduced rate of tax is claimed. Accordingly, Non-Domestic
Shareholders should consult their own tax advisors regarding the applicability
of income tax treaties to an investment in the Common Shares.
 
TAX ASPECTS OF THE OPERATING PARTNERSHIP
 
     The following discussion summarizes certain federal income tax
considerations applicable solely to the Company's investment in the Operating
Partnership and Subsidiary Partnerships. The discussion does not cover state or
local tax laws or any federal tax laws other than income tax laws.
 
  Classification as a Partnership
 
     A substantial portion the Company's real estate investments will be made
through the Operating Partnership (and possibly one or more Subsidiary
Partnerships). In general, partnerships are "pass-through" entities which are
not subject to federal income tax. Instead, partners are allocated their
proportionate shares of the items of income, gain, loss, deduction and credit of
a partnership, and are subject to tax thereon, without regard to whether the
partners receive cash distributions from the partnership. The Company will be
entitled to include in its REIT taxable income its distributive share of the
income of any partnership (including the Operating Partnership) in which it has
an interest and to deduct its distributive share of the losses of any
partnership (including the Operating Partnership) in which it has an interest
only if each such partnership is not classified for federal income tax purposes
as an association taxable as a corporation.
 
     Under recently issued regulations (the "Check the Box Regulations"), an
organization with two or more members will be classified as a partnership unless
it elects to be treated as an association (and therefore taxable as a
corporation) or falls within one of several specific provisions which define a
corporation. The Company does not intend to cause the Operating Partnership (or
any Subsidiary Partnership) to elect to treat the Operating Partnership (or any
Subsidiary Partnership) as an association (and therefore taxable as a
corporation). An exception to partnership classification under the Check the Box
Regulations exists for a partnership in which interests are traded on an
established securities market or are readily tradable on a secondary market or
the substantial equivalent thereof (a "Publicly Traded Partnership"). A Publicly
Traded Partnership is treated and taxed as a corporation unless at least 90% of
the gross income of such partnership, for each taxable year the partnership is a
Publicly Traded Partnership, consists of "qualifying income," which
 
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includes income from real property rents, gain from the sale or other
disposition of real property, interest and dividends (the "Passive Income
Exception").
 
     The IRS has issued final regulations providing limited safe harbors from
the definition of a Publicly Traded Partnership. Pursuant to one of those safe
harbors (the "Private Placement Exclusion"), interests in a partnership will not
be treated as readily tradable on a secondary market or the substantial
equivalent thereof if (i) all of the partnership interests are issued in a
transaction that is not required to be registered under the Securities Act and
(ii) the partnership does not have more than 100 partners at any time during the
taxable year (taking into account as a partner each person who indirectly owns
an interest in the partnership through a partnership, grantor trust, or S
corporation (a "flow-through entity"), but only if (a) substantially all the
value of the beneficial owner's interest in the flow-through entity is
attributable to the flow-through entity's interest (direct or indirect) in the
partnership, and (b) a principal purpose of the use of the tiered arrangement is
to permit the partnership to satisfy the 100-partner limitation).
 
     Under the Check the Box Regulations, a business entity such as the
Operating Partnership (or any Subsidiary Partnership) is disregarded as an
entity separate from its owner if it has a single owner, unless the entity
elects to be treated as an association taxable as a corporation or falls within
one of the several specific provisions which define a corporation, such as the
Publicly Traded Partnership provision discussed above. The Operating Partnership
will not make such an election. In addition, so long as the Company and one or
more wholly-owned qualified REIT subsidiaries of the Company are the only direct
or indirect partners of the Operating Partnership (or any Subsidiary
Partnership), the Operating Partnership (and any Subsidiary Partnership) will
not be treated as a Publicly Traded Partnership. Since CPT LP is a "qualified
REIT subsidiary," the Company is considered to own the assets actually owned by
CPT LP. Thus, the Company is considered to own for federal income tax purposes
the limited partnership interest owned by CPT LP. The Company also owns all of
the general partnership interests in the Operating Partnership, and all of the
limited partnership interests in the Operating Partnership not owned by CPT LP.
Since the Company will be considered to own all of the partnership interests in
the Operating Partnership, the Check the Box Regulations do not recognize the
Operating Partnership (or any Subsidiary Partnership) as an entity separate from
the Company for federal income tax purposes so long as the Company and one or
more qualified REIT subsidiaries are the only direct and indirect partners of
the Operating Partnership (or any Subsidiary Partnership) and, therefore, the
existence of such Partnership will not affect the ability of the Company to
elect or maintain REIT status while the Company and one or more qualified REIT
subsidiaries are the only partners.
 
     The Operating Partnership was organized to facilitate the tax-advantaged
acquisition of additional correctional and detention facilities from private
owners, although the Company has no present plan to acquire any particular
facility. In the event the Company undertakes such an acquisition, it is
contemplated the owner of such a facility would become a limited partner in the
Operating Partnership and would be issued Units therein as the consideration, in
whole or in part, for the Unitholder's transfer of the facility to the Operating
Partnership. It is also contemplated that the Unitholder would be given the
right after a period of time to exchange Units of limited partnership interest
in the Operating Partnership for cash based upon their fair market value or, at
the Company's option, for Common Shares on a one-for-one basis. It is also
contemplated that substantially all the Company's assets may be owned indirectly
through the Operating Partnership so that one Unit would generally correspond
economically to one Common Share. In order to accomplish such objective, and
while the Company has no present plan to issue Units to a private prison owner,
the current structure using the Operating Partnership is used in connection with
the Offering, rather than the Company taking title to the Initial Facilities, in
order to avoid in the future a re-transfer of the Initial Facilities (or any
Option Facilities if acquired by the Company) to such a partnership, and the
incurrence at that time of associated transfer and other costs, which would
likely be necessary or advisable in order to offer a private owner a
tax-advantaged acquisition vehicle. In the event the Company undertakes a
tax-advantaged acquisition, it is also contemplated that the Partnership
Agreement for the Operating Partnership would be amended and restated at the
time of such acquisition to reflect the terms and conditions of the particular
acquisition. Currently, the Company and CPT LP are the only partners in the
Operating Partnership and possess the power unilaterally to amend and restate
the Limited Partnership Agreement. If a private prison
 
                                       114
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owner is admitted as a partner to the Operating Partnership and issued Units
therein as consideration for the owner's transfer of a correctional or detention
facility to the Operating Partnership, the Operating Partnership would cease
under the Check the Box Regulations to be disregarded as an entity separate from
the Company for federal income tax purposes. At such time, the Company would not
cause the Operating Partnership to elect to be treated as an association taxable
as a corporation. The Company would also use its best efforts to issue Units to
private prison owners in transactions which qualify for the Private Placement
Exclusion. Moreover, because the Company intends to operate in a manner to
qualify, and maintain qualification, as a REIT and, through the Operating
Partnership, generally must earn passive income, the Operating Partnership could
qualify for the Passive Income Exception although there is no assurance the
Operating Partnership would so qualify for each of its taxable years. The
Company intends to use the Operating Partnership (or any Subsidiary Partnership)
as a tax-advantaged vehicle to acquire correctional and detention facilities
from private owners only if, in addition to other terms, conditions or
limitations it may establish, the Company receives an opinion from tax counsel
to the Company that, based upon the law then in effect and the facts underlying
the particular acquisition (or acquisitions), such use of the Operating
Partnership would not result in the disqualification of the Company as a REIT.
See "Income Taxation of the Operating Partnership and its Partners" for a
discussion of the federal income tax consequences on the Company upon the
treatment of the Operating Partnership as a partnership.
 
     If for any reason any partnership in which the Company has an interest was
taxable as a corporation rather than as a partnership for federal income tax
purposes, the Company would not be able to satisfy the asset requirements for
REIT status. See "-- Taxation of the Company as a REIT -- Asset Tests." Failure
to satisfy this test would result in the Company's loss of its status as a REIT.
In addition, any change in the partnership status of such entities for tax
purposes might be treated as a taxable event in which case the Company might
incur a tax liability without any related cash distribution. See "-- Income
Taxation of the Operating Partnership and its Partners." Further, items of
income and deduction of such partnerships would not pass through to its partners
(including the Company), and such partners would be treated as shareholders for
tax purposes. The partnerships in which the Company has an interest would be
required to pay income tax at corporate tax rates on their net income, and
distributions to their partners would constitute dividends that would not be
deductible in computing the relevant entities' taxable income.
 
     Under a regulatory "anti-abuse" rule (the "Anti-Abuse Rule"), the IRS may
(i) recast a transaction involving the use of a partnership to reflect the
underlying economic arrangement under the partnership provisions of the Code
(the "Partnership Provisions"), or (ii) prevent the use of a partnership to
circumvent the intended purpose of a Code provision. The Anti-Abuse Rule
contains an example in which a corporation that elects to be treated as a REIT
contributes substantially all of the cash proceeds from a public offering to a
partnership in exchange for a general partnership interest and property owners
contribute property in exchange for limited partnership interests which can be
exchanged for cash or stock of the corporation. The example concludes that the
use of the partnership is not inconsistent with the intent of the Partnership
Provisions and, thus, cannot be recast by the IRS. However, the Anti-Abuse Rule
is extraordinarily broad in scope and is applied based on an analysis of all of
the facts and circumstances. As a result, there can be no assurance that the IRS
will not attempt to apply the Anti-Abuse Rule to the Company. If the conditions
of the Anti-Abuse Rule are met, the IRS is authorized to take appropriate
enforcement action, including disregarding the Operating Partnership for federal
income tax purposes or treating one or more of the partners as nonpartners. Any
such action potentially could jeopardize the Company's status as a REIT.
 
INCOME TAXATION OF THE OPERATING PARTNERSHIP AND ITS PARTNERS
 
     The discussion below applies when a private prison owner or third party
(other than the Company, CPT LP or a qualified REIT subsidiary of the Company)
becomes a partner in the Operating Partnership. The discussion below assumes
that the Operating Partnership will not be taxed as a corporation at such time
(whether as an association taxable as a corporation or a Publicly Traded
Partnership which fails to meet the Passive Income Exception).
 
     Under Section 721 of the Code, a partner does not generally recognize gain
when it transfers property to a partnership in exchange for a partnership
interest. Section 721 should apply to the Company when a third
                                       115
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party becomes a partner in the Operating Partnership. There are two relevant
exceptions to Section 721. First, non-recognition for a partner would not apply
if the transferee partnership is an "investment company." Based upon the planned
method of operations and the nature of the assets to be acquired by the
Operating Partnership, the Operating Partnership should not be considered an
investment company for purposes of Section 721 of the Code.
 
     A partner can also recognize income to the extent (i) the amount of the
liabilities subject to the assets transferred to a partnership, exceeds (ii) the
sum of (a) the adjusted tax basis of the transferred assets, and (b) the
transferring partner's share of the liabilities of the transferee partnership
immediately after the transfer. While the Company does not anticipate that it
will recognize income upon the admission of a third party as a partner in the
Operating Partnership, there is no assurance that it will not recognize at least
some income upon such an event.
 
  Operating Partnership Allocations
 
     As noted above, the Company must include in its REIT taxable income its
distributive share of the income and losses of any partnership in which it has
an interest. Although the provisions of a partnership agreement generally will
determine the allocation of income and losses among partners, such allocations
will be disregarded for tax purposes under Section 704(b) of the Code if they do
not have "substantial economic effect" or otherwise do not comply with the
provisions of Section 704(b) of the Code and Treasury Regulations.
 
     If an allocation is not recognized for federal income tax purposes, the
item subject to the allocation will be reallocated in accordance with the
partners' interests in the partnership, which will be determined by taking into
account all of the facts and circumstances relating to the economic arrangement
of the partners in respect of such item. The allocations of taxable income and
loss of partnerships in which the Company has an interest are intended to comply
with the requirements of Section 704(b) of the Code and Treasury Regulations.
 
     Pursuant to Section 704(c) of the Code, income, gain, loss and deduction
attributable to appreciated or depreciated property that is contributed by a
partner to a partnership must be allocated for federal income tax purposes in a
manner such that the contributor is charged with, or benefits from, the
unrealized gain or unrealized loss associated with the property at the time of
contribution. The amount of such unrealized gain or unrealized loss is generally
equal to the difference between the fair market value of the contributed
property at the time of contribution and the adjusted tax basis of such property
at the time of contribution (referred to as "Book-Tax Difference"). It is
anticipated that at the time a third party becomes a member of the Operating
Partnership, there could exist a substantial amount of Book-Tax Difference with
respect to the assets.
 
     The partnership agreement of the Operating Partnership will also require
allocations of income, gain, loss and deduction attributable to the contributed
assets be made in a manner that is consistent with Section 704 of the Code.
Based upon the Treasury Regulations under Section 704(c), partners can generally
be allocated income in excess of its economic or "book" income in order to
reduce the Book-Tax Difference. In addition, if assets with a Book-Tax
Difference are sold, any Book-Tax Difference remaining at the time they are sold
must be allocated exclusively to the contributing partner.
 
  Basis in Operating Partnership Interest
 
     The Company's adjusted tax basis in each of the partnerships in which it
has an interest generally (i) will be equal to the amount of cash and the basis
of any other property contributed to such partnership by the Company, (ii) will
be increased by (a) its allocable share of such partnership's income and (b) its
allocable share of any indebtedness of such partnership and (iii) will be
reduced, but not below zero, by the Company's allocable share of (a) such
partnership's loss and (b) the amount of cash and the fair market value of any
property distributed to the Company, and by constructive distributions resulting
from a reduction in the Company's share of indebtedness of such partnership.
 
     If the Company's allocable share of the loss (or portion thereof) of any
partnership in which it has an interest would reduce the adjusted tax basis of
the Company's partnership interest in such partnership below
 
                                       116
   123
 
zero, the recognition of such loss will be deferred until such time as the
recognition of such loss (or portion thereof) would not reduce the Company's
adjusted tax basis below zero. To the extent that distributions from a
partnership to the Company, or any decrease in the Company's share of the
nonrecourse indebtedness of a partnership (each such decrease being considered a
constructive cash distribution to the partners), would reduce the Company's
adjusted tax basis below zero, such distributions (including such constructive
distributions) would constitute taxable income to the Company. Such
distributions and constructive distributions normally would be characterized as
long-term capital gain if the Company's interest in such partnership has been
held for longer than the long-term capital gain holding period (currently one
year).
 
                              ERISA CONSIDERATIONS
 
     The following is a summary of material considerations arising under ERISA
and the prohibited transaction provisions of Section 4975 of the Code that may
be relevant to a prospective purchaser (including, with respect to the
discussion contained in "Status of the Company under ERISA," to a prospective
purchaser that is not an employee benefit plan, another qualified plan, or an
IRA). This discussion does not purport to deal with all aspects of ERISA or
Section 4975 of the Code or, to the extent not preempted, state law that may be
relevant to particular employee benefit plan shareholders (including plans
subject to Title I of ERISA, other retirement plans and IRAs subject to the
prohibited transaction provisions of Section 4975 of the Code and governmental
plans or church plans that are exempt from ERISA and Section 4975 of the Code
but that may be subject to state law requirements) in light of their particular
circumstances.
 
     A FIDUCIARY MAKING THE DECISION TO INVEST IN COMMON SHARES ON BEHALF OF A
PROSPECTIVE PURCHASER WHICH IS AN ERISA PLAN, A QUALIFIED PLAN OR AN IRA OR
OTHER EMPLOYEE BENEFIT PLAN IS ADVISED TO CONSULT ITS OWN LEGAL ADVISOR
REGARDING THE SPECIFIC CONSIDERATIONS ARISING UNDER ERISA, SECTION 4975 OF THE
CODE AND (TO THE EXTENT NOT PREEMPTED) STATE LAW WITH RESPECT TO THE PURCHASE,
OWNERSHIP OR SALE OF COMMON SHARES BY SUCH PLAN OR IRA.
 
EMPLOYEE BENEFIT PLANS, TAX-QUALIFIED RETIREMENT PLANS AND IRAS
 
     Each fiduciary of a pension, profit-sharing, or other employee benefit plan
subject to Title I of ERISA (an "ERISA Plan") should carefully consider whether
an investment in Common Shares is consistent with his fiduciary responsibilities
under ERISA. The fiduciary requirements of Part 4 of Title I of ERISA generally
require that an ERISA Plan's investments be (i) prudent and for the exclusive
benefit of the ERISA Plan, its participants and beneficiaries, (ii) diversified
in order to reduce the risk of large losses, unless it is clearly prudent not to
do so, and (iii) authorized under the terms of the governing documents of the
ERISA Plan. In determining whether any investment in Common Shares is prudent
for purposes of ERISA, the appropriate fiduciary of an ERISA Plan should
consider all of the facts and circumstances, including those matters described
under "Risk Factors" and "Material Federal Income Tax Considerations."
 
     Fiduciaries of IRAs, retirement plans for self-employed individuals ("Keogh
Plans") and other plans subject to Section 4975 of the Code but not subject to
ERISA (IRAs, Keogh Plans and such other plans are referred to herein as
"Non-ERISA Plans") should consider that a Non-ERISA Plan may only make
investments that are authorized by the appropriate governing documents and under
applicable state law.
 
     Fiduciaries of ERISA Plans, as well as fiduciaries of Non-ERISA Plans,
should also consider in making their investment decision the application of the
prohibited transaction provisions of Section 406 of ERISA and Section 4975 of
the Code. Administrators of ERISA Plans and Non-ERISA Plans and individuals with
IRAs should consult their own legal advisors regarding potential prohibited
transaction issues and whether an exemption is applicable.
 
                                       117
   124
 
STATUS OF THE COMPANY UNDER ERISA
 
     This section discusses certain principles that apply in determining whether
the fiduciary requirements of ERISA and the prohibited transaction provisions of
ERISA and the Code apply to an entity because one or more investors in the
entity's acquired interests is an ERISA Plan or a Non-ERISA Plan. This section
also identifies considerations that would be relevant in the unlikely event that
the ERISA fiduciary requirements were applicable to the Company's operation.
 
     In certain circumstances, where equity interests in any entity are owned by
one or more ERISA Plans or Non-ERISA Plans, the investing plans will, for
purposes of ERISA and Section 4975, be considered to own not only the equity
interest in the entity, but a proportionate individual interest in the
underlying assets of the entity. In such a case, the underlying assets of the
entity are deemed to be "plan assets" and, as described below, ERISA's fiduciary
requirements and the excise tax under Section 4975 of the Code would be relevant
to the operations of the entity. As described below, the Company does not
believe that its assets will be considered "plan assets" of investing plans for
these purposes.
 
     The U.S. Department of Labor ("DOL"), which has certain administrative
responsibility with respect to ERISA Plans and certain Non-ERISA Plans, has
issued a regulation defining the term "plan assets" (the "DOL Regulation"). The
DOL Regulation generally provides that when an ERISA Plan or a Non-ERISA Plan
acquires a security that is an equity interest in an entity and that security is
neither a "publicly offered security" nor a security issued by an investment
company registered under the Investment Company Act of 1940, the ERISA Plan's or
Non-ERISA Plan's assets include both the equity interest and an undivided
interest in each of the underlying assets of the entity, unless it is
established either that the entity is an "operating company" or that equity
participation in the entity by benefit plan investors is not significant.
 
     The DOL Regulation defines a publicly offered security as a security that
is "widely held," "freely transferable" and either part of a class of securities
registered under the Exchange Act or sold pursuant to an efffective registration
statement under the Securities Act (provided the class of securities of which
such security is part is registered under the Exchange Act within 120 days after
the end of the fiscal year of the issuer during which the offering occurred).
The Common Shares are being sold in an offering registered under the Securities
Act and the class of securities of which the Common Shares are part will be
registered under the Exchange Act.
 
     The DOL Regulation provides that a security is "widely held" only if it is
part of a class of securities that is owned by 100 or more investors independent
of the issuer and of one another. A security will not fail to be "widely held"
because the number of independent investors falls below 100 subsequent to the
initial public offering as a result of events beyond the issuer's control. The
Company anticipates that upon completion of the Offering, the Common Shares will
be "widely held."
 
     The DOL Regulation provides that whether a security is "freely
transferable" is a factual question to be determined on the basis of all
relevant facts and circumstances. The DOL Regulation further provides that where
a security is part of an offering in which the minimum investment is $10,000 or
less (as is the case with the Offering), certain restrictions ordinarily will
not, alone or in combination, affect a finding that such securities are freely
transferable. The restrictions on transfer enumerated in the DOL Regulation as
ordinarily not affecting that finding include: (i) any restriction on or
prohibition against any transfer or assignment that would result in a
termination or reclassification of the Company for Federal or state tax
purposes, or that would otherwise violate any state or Federal law or court
order, (ii) any requirement that advance notice of a transfer or assignment be
given to the Company, (iii) any requirement that either the transferor or the
transferee, or both, execute documentation setting forth representations as to
compliance with any restrictions on transfer that are among those enumerated in
the final DOL Regulation as not affecting free transferability, (iv) any
administrative procedure that establishes an effective date, or any event (such
as completion of the Offering) prior to which a transfer or assignment will not
be effective, and (v) any limitation or restriction on transfer or assignment
that is not imposed by the issuer or a person acting on behalf of the issuer.
The Company believes that the restrictions imposed under the Declaration of
Trust on the transfer of Common Shares are limited to restrictions on transfer
which, under the DOL Regulation, ordinarily do not affect a finding of free
transferability, and are unlikely to result in the failure of the Common Shares
to be considered
                                       118
   125
 
"freely transferable" for purposes of the DOL Regulation. In addition, the
Company is not aware of any other facts or circumstances limiting the
transferability of the Common Shares that are not included among those
enumerated as not affecting their free transferability under the DOL Regulation,
and the Company does not expect or intend to impose in the future (or to permit
any person to impose on its behalf) any limitations or restrictions on transfer
that would not be among the enumerated permissible limitations or restrictions.
The DOL Regulation only establishes a presumption in favor of a finding of free
transferability, and no assurances can be given that the DOL, the Treasury
Department or a court will not reach a contrary conclusion.
 
     Assuming that Common Shares will be "widely held" and that no other facts
and circumstances exist that restrict transferability of Common Shares, the
Company believes that the Common Shares should be treated as a "publicly offered
security" within the meaning of the DOL Regulation and, accordingly, that the
underlying assets of the Company should not be considered to be "plan assets" of
any ERISA Plan or Non-ERISA Plan investing in Common Shares.
 
     If the assets of the Company were deemed to be "plan assets" under ERISA
and Section 4975 of the Code, (i) the prudence standards and other provisions of
Part 4 of Subtitle B of Title 1 of ERISA would be applicable to any transactions
involving the Company's assets, (ii) persons who exercise any authority or
control over the Company's assets, or who provide investments advice to the
Company, would (for purposes of the fiduciary responsibility provisions of ERISA
and Section 4975 of the Code) be fiduciaries of each ERISA Plan or Non-ERISA
Plan that acquires Common Shares, (iii) transactions involving the Company's
assets undertaken at the direction or pursuant to the advice of such fiduciaries
might be violative of their fiduciary responsibilities under ERISA, especially
with regard to conflicts of interest, (iv) a fiduciary exercising its investment
discretion over the assets of the ERISA Plan to cause it to acquire or hold
Common Shares could be liable under the aforementioned Part 4 of Subtitle B of
Title I of ERISA for transactions entered into by the Company that do not
conform to ERISA standards of prudence and fiduciary responsibility, (v) certain
transactions that the Company might enter into in the ordinary course of its
business and operations might constitute "prohibited transactions" under ERISA
and the Code, and (vi) fiduciaries of ERISA Plans may violate ERISA's
prohibition against the improper delegation of control or responsibility for
"plan assets" and may be liable for breaches of ERISA's fiduciary duties
committed by co-fiduciaries.
 
                                       119
   126
 
                                  UNDERWRITING
 
     Upon the terms and subject to the conditions stated in the Underwriting
Agreement, dated the date hereof, each Underwriter named below has severally
agreed to purchase, and the Company has agreed to sell to such Underwriter, the
number of Common Shares set forth opposite the name of such Underwriter.

                                            NUMBER OF                                                 NUMBER OF
                                          COMMON SHARES                                             COMMON SHARES
                                          -------------                                             -------------
                                                                                           
Smith Barney Inc. ......................    1,462,500
Prudential Securities Incorporated......    1,462,500
SBC Warburg Dillon Read Inc. ...........      650,000
Genesis Merchant Group Securities LLC...      650,000
SunTrust Equitable Securities
  Corporation...........................      650,000
BT Alex. Brown Incorporated.............      125,000
CIBC Oppenheimer Corp. .................      125,000
A.G. Edwards & Sons, Inc. ..............      125,000
Friedman, Billings, Ramsey & Co.,
  Inc. .................................      125,000
Lehman Brothers Inc. ...................      125,000
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated..........................      125,000
Morgan Stanley & Co. Incorporated.......      125,000
First Analysis Securities Corporation...       75,000
GS2 Securities, Inc. ...................       75,000
The Robinson-Humphrey Company, LLC......       75,000
Wm Smith & Co. .........................       75,000
Sutro & Co. Incorporated................       75,000
Tucker Anthony Incorporated.............       75,000
                                            ---------
        Total...........................    6,200,000
                                            =========

     The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Common Shares offered hereby
are subject to the approval of certain legal matters by counsel and to certain
other conditions. The Underwriters are obligated to take and pay for all of the
Common Shares offered hereby (other than those covered by the Underwriters'
over-allotment option described below) if any such shares are taken.
 
     The Underwriters, for whom Smith Barney Inc., Prudential Securities
Incorporated, SBC Warburg Dillon Read Inc., Genesis Merchant Group Securities,
and SunTrust Equitable Securities Corporation are acting as representatives (the
"Representatives"), propose to offer part of the Common Shares directly to the
public at the public offering prices set forth on the cover page of this
Prospectus and to offer part of the Common Shares to certain dealers at a price
which represents a concession not in excess of $0.75 per share under the public
offering price. The Underwriter may allow, and such dealers may reallow, a
concession not in excess of $0.10 per share to certain other dealers. After the
initial offering of the Common Shares to the public, the public offering price,
concessions and reallowances to dealers may be changed by the Representatives.
The Representatives have advised the Company that the Underwriters do not intend
to confirm any sales to any account over which they exercise discretionary
authority.
 
     The Company has granted the Underwriters an option, exercisable for 30 days
from the date of this Prospectus, to purchase up to 930,000 additional Common
Shares at the price to public set forth on the cover page of this Prospectus
minus the underwriting discounts and commissions. The Underwriters may exercise
such option solely for the purpose of covering over-allotments, if any, in
connection with the Offering.
 
     In connection with the Offering and in compliance with applicable law, the
Underwriters may over allot (i.e., sell more Common Shares than the total amount
shown on the list of Underwriters and participations which appears above) and
may effect transactions which stabilize, maintain or otherwise affect the market
price of the Common Shares at levels above those which might otherwise prevail
in the open market. Such transactions may include placing bids for the Common
Shares or effecting purchases of the Common Shares for the purpose of pegging,
fixing or maintaining the price of the Common Shares or for the purpose of
reducing a syndicate short position created in connection with this Offering. A
syndicate short position may be covered by exercise of the option described
above in lieu of or in addition to open market purchases. The Underwriters are
not required to engage in any of these activities and any such activities, if
commenced, may be discontinued at any time.
 
     The Company will pay an advisory fee of 0.75% of the gross proceeds of the
Offering (including any exercise of the Underwriters' over-allotment option) to
Smith Barney Inc. for advisory services in connection with the evaluation,
analysis and structuring of the Company's formation and the Offering.
 
     Furthermore, in connection with the Offering, the Operating Partnership and
the Company have agreed, subject to certain limited exceptions, not to sell,
offer to sell, solicit an offer to buy, contract to sell, grant any
 
                                       120
   127
 
option to purchase or otherwise transfer or dispose of any Common Shares or
Units or any securities convertible into or exchangeable or exercisable for
Common Shares or Units ("Transfers") for a period of 180 days after the date of
this Prospectus, without the prior written consent of Smith Barney Inc.
Additionally, the officers, trustees and directors of the Company, Wackenhut
Corrections and The Wackenhut Corporation have agreed that, subject to certain
limited exceptions, for a period of one year after the date of this Prospectus,
they will not, without the prior written consent of Smith Barney Inc., Transfer
any Common Shares or Units.
 
     Prior to the Offering, there has been no public market for the Common
Shares. Therefore, the initial public offering price was determined through
negotiations among the Company and the Representatives. Among the factors to be
considered in such negotiations, in addition to prevailing market conditions,
were the expected results of operations of the Company, the evaluation of the
Initial Facilities and the Option Facilities, estimates of the business
potential and earnings prospects of the Company, the current state of the
Company's industry and the economy as a whole. The evaluation of the Initial
Facilities and the Option Facilities was based on an evaluation of Wackenhut
Corrections' operation of such Facilities as a whole rather than the valuation
of individual properties. The initial public offering price set forth on the
cover page of this Prospectus should not, however, be considered an indication
of the actual value of the Common Shares. Such price is subject to change as a
result of market conditions and other factors.
 
     At the request of the Company, the Underwriters have reserved up to 620,000
Common Shares for sale at the public Offering Price to certain trustees and
employees of the Company, their business affiliates and related parties who have
expressed an interest in purchasing shares. Such purchases will be made under
the same terms and conditions as will be offered by the Underwriters in the
Offering. Such reserved Common Shares, with the exception of up to 120,000
Common Shares, are to be subject to an agreement not to Transfer such Common
Shares without the prior written consent of Smith Barney Inc. for a period of
one year after the date of this Prospectus.
 
     The Company and Wackenhut Corrections, on the one hand, and the
Underwriters on the other hand, have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act").
 
     The Common Shares have been approved for listing on the NYSE, subject to
official notice of issuance under the symbol "CPV." In order to meet one of the
requirements for listing the Common Shares on the NYSE, the Underwriters have
undertaken to sell lots of 100 or more Common Shares to a minimum of 2,000
beneficial holders.
 
                                    EXPERTS
 
     The audited financial statements of Wackenhut Corrections Corporation for
each of the three years in the period ended December 28, 1997 and the audited
balance sheet of Wackenhut Corrections Corporation as of December 28, 1997 and
December 29, 1996, which are included in this Prospectus, have been included in
reliance on the reports of Arthur Andersen LLP, independent public accountants,
given on the authority of that firm as experts in giving said reports.
 
     The audited balance sheet of the Company as of February 20, 1998, which is
included in this Prospectus, has been included in reliance on the report of
Arthur Andersen LLP, independent public accountants, given on the authority of
that firm as experts in giving said reports.
 
                                 LEGAL MATTERS
 
     The validity of the Common Shares offered hereby will be passed upon for
the Company by Venable, Baetjer and Howard, LLP, Baltimore, Maryland, and
certain legal matters will be passed upon for the Underwriters by Battle Fowler
LLP, New York, New York. Akerman, Senterfitt & Eidson, P.A. will opine as to
certain other matters for the Company. Certain matters relating to the purchase
and leasing of the Facilities will be passed upon for the Company by Josias,
Goren, Cherof, Doody & Ezrol, P.A. Akerman, Senterfitt and Eidson, P.A., Josias,
Goren, Cherof, Doody & Ezrol, P.A. and Battle Fowler LLP will rely as to all
matters of Maryland law on the opinion of Venable, Baetjer and Howard, LLP. The
description of federal income tax consequences contained in this Prospectus
under the heading entitled "Material Federal Income Tax Considerations" will be
based upon the opinion of Akerman, Senterfitt & Eidson, P.A. In addition to
providing
 
                                       121
   128
 
services to the Company, each of Akerman, Senterfitt & Eidson, P.A. and Venable,
Baetjer and Howard, LLP also provide legal services to Wackenhut Corrections,
including, without limitation, in connection with certain of the Formation
Transactions, and to The Wackenhut Corporation, the parent of Wackenhut
Corrections. Benjamin R. Civiletti, a principal of Benjamin R. Civiletti, P.C.,
which is a partner in Venable, Baetjer and Howard, LLP, is a member of the Board
of Directors of Wackenhut Corrections.
 
                             AVAILABLE INFORMATION
 
     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-11 (the "Form S-11") under the
Securities Act, and Wackenhut Corrections has filed with the Commission a
Registration Statement on Form S-3 (the "Form S-3," and together with the Form
S-11, the "Registration Statement") under the Securities Act, with respect to
the Common Shares offered hereby. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement and the exhibits and financial schedules thereto. Any
statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such document, which is incorporated by reference.
 
     For further information with respect to the Company, Wackenhut Corrections
and the Common Shares, reference is made to the Registration Statement and such
exhibits and financial schedules, copies of which may be examined without charge
at, or copies obtained upon payment of prescribed fees from, the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and will also be available for inspection and copying at the regional
offices of the Commission located at 7 World Trade Center, Suite 1300, New York,
New York 10048 and at Citicorp Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661-2511. The Commission also maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file documents with the Commission, including the
Company and Wackenhut Corrections, and the address is http://www.sec.gov.
Moreover, the Common Shares have been approved for listing on the NYSE subject
to official notice of issuance. Accordingly, upon official notice of issuance,
periodic reports, proxy material, and other information concerning the Company,
when filed, may be inspected at the offices of the NYSE, Operations, 20 Broad
Street, New York, New York 10005.
 
     Following consummation of the Offering, the Company will be subject to the
informational requirements of the Exchange Act, and will, therefore, be required
to file reports, proxy and information statements and other information with the
Commission pursuant to the reporting requirements of Section 13(a) thereof, in
addition to any other legal or NYSE requirements. Wackenhut Corrections is
currently subject to such informational requirements, and, in accordance
therewith, files all such reports, statements and information with the
Commission. Such reports, statements and information may also be inspected and
copied at the Commission's offices and web site listed above.
 
                                       122
   129
 
                                    GLOSSARY
 
     Unless the context otherwise requires, the following capitalized terms
shall have the meanings set forth below for the purposes of this Prospectus:
 
     "ACA" means the American Correctional Association.
 
     "ADA" means the Americans with Disabilities Act of 1990, as amended.
 
     "Adjusted Basis Ratio" means the amount of Rent attributable to the
personal property associated with a property that bears the same ratio to total
rent for the taxable year as the average of the adjusted bases of the personal
property in the property at the beginning and at the end of the taxable year
bears to the average of the aggregate adjusted bases of both the real and
personal property comprising the property at the beginning and at the end of
such taxable year.
 
     "Annual Base Rent" means the annual base rent payable under the Leases.
 
     "Anti-Abuse Rule" means a regulatory rule whereby the IRS may (i) recast a
transaction involving the use of a Partnership Provision, or (ii) prevent the
use of a partnership to circumvent the intended purpose of a Code provision.
 
     "Audit Committee" means the committee established by the Board of Trustees,
consisting of independent trustees, to make recommendations concerning the
engagement of independent public accountants, review with the independent public
accountants the plans and results of the audit engagement, approve professional
services provided by the independent public accountants, review the independence
of the independent public accountants, consider the range of audit and non-audit
fees and review the adequacy of the Company's internal accounting controls.
 
     "Aurora Facility" means the Aurora INS Processing Center.
 
     "Bank Credit Facility" means the $100 million line of credit, which the
Company expects to enter into with NationsBank, N.A. and NationsBanc Montgomery
Securities LLC which may be used for the acquisition of additional correctional
and detention facilities (including the Option Facilities and the Future
Facilities), to expand the facilities and for general working capital
requirements.
 
     "Bankruptcy Code" means the United State Bankruptcy Code, as amended.
 
     "Base Rent Escalation" means annual rent escalations equal to the increase
in the CPI, subject to a minimum annual increase of 3% during the first three
years, and thereafter, a maximum annual increase of 4%.
 
     "Beneficiary" means one or more charitable organizations that are
designated by the Company as the beneficiary of a Share Trust.
 
     "Board of Trustees" means the Board of Trustees of the Company.
 
     "Book Tax Difference" means the difference between the fair market value of
the contributed property at the time of contribution and the adjusted tax basis
of such property at the time of contribution.
 
     "Broward Facility" means the Broward County Work Release Center.
 
     "Broward Sublease" means the Sublease between WCCRE Inc. and Wackenhut
Corrections for use of the Broward Facility.
 
     "BSO" means the Broward County Sheriff's Office.
 
     "Bureau of Justice Statistics" means United States Bureau of Justice
Statistics.
 
     "Bylaws" means the bylaws of the Company, as amended and restated
contemporaneous with the consummation of the Offering.
 
     "California Facilities" means the McFarland Facility, the Central Valley
Facility, the Golden State Facility and the Desert View Facility, collectively.
                                       123
   130
 
     "California Subleases" means the series of subleases between WCCRE Inc. and
Wackenhut Corrections for use of the California Facilities.
 
     "Capital Addition" means construction or other capital improvements to a
particular leased property which are not normal or recurring to the maintenance
of such leased property.
 
     "Cash Available Distribution" means Funds from Operations, adjusted (a)
without giving effect to any changes in working capital resulting from changes
in current assets and current liabilities (which changes are not anticipated to
be material) or the amount of cash estimated to be used for (i) development,
acquisition or other activities and (ii) financing activities, (b) for certain
known events and/or contractual commitments that may have occurred during the
period but would not have been in effect for the full year and (c) for certain
non-GAAP adjustments consisting of an estimate of amounts anticipated for
recurring tenant improvements and capital expenditures.
 
     "CDOC" means the State of California Department of Corrections.
 
     "Central Valley Facility" means the Central Valley Community Correctional
Facility.
 
     "Change of Control" with respect to Wackenhut Corrections means, for
purposes of the Leases, any of the following transactions: (i) the sale by
Wackenhut Corrections of a controlling interest in Wackenhut Corrections; (ii)
the sale of all or substantially all of the assets of Wackenhut Corrections; or
(iii) any transaction pursuant to which Wackenhut Corrections is merged with or
consolidated into another entity and Wackenhut Corrections is not the surviving
entity.
 
     "Check the Box Regulations" means regulations under the Code pursuant to
which an organization with two or more members will be classified as a
partnership unless it elects to be treated as an association or falls within one
of several specific provisions which define a corporation.
 
     "Code" means Internal Revenue Code of 1986, as amended.
 
     "Commission" means the Securities and Exchange Commission.
 
     "Common Shares" means the common shares of beneficial interest, par value
$.001 per share, of the Company.
 
     "Company" means Correctional Properties Trust, a Maryland real estate
investment trust, together with its wholly-owned subsidiaries, CPT LP and the
Operating Partnership.
 
     "Company Counsel" means Akerman, Senterfitt & Eidson, P.A.
 
     "Company Expenses" means all administrative costs and expenses of the
Company and CPT LP.
 
     "Company Independent Committee" means the Committee of Independent Trustees
established to approve Interested Trustee Transactions.
 
     "Company Mortgagee" means any holder of a mortgage, deed of trust or other
security agreement on a Leased Property.
 
     "Compensation Committee" means the committee established by the Board of
Trustees to determine compensation, including awards under the Employee Share
Option Plan and the Non-Employee Trustee Option Plan, and to administer the
Plans.
 
     "Control Share Acquisition" means the acquisition of Control Shares,
subject to certain exceptions.
 
     "Control Shares" means, generally, voting shares which, if aggregated with
all other such shares previously acquired by the acquiror, or in respect of
which the acquiror is able to exercise or direct the exercise of voting power,
would entitle the acquiror to exercise voting power in electing directors within
one of the following ranges of voting power: (i) one-fifth or more, but less
than one-third, (ii) one-third or more, but less than a majority, or (iii) a
majority of all voting power.
 
     "CPI" means the Consumer Price Index -- All Urban Consumers, as published
by the Bureau of Statistics of the United States Department of Labor.
                                       124
   131
 
     "CPT LP" means CPT Limited Partner Inc., a Delaware corporation.
 
     "Debt Policy" means the Company's policy to maintain a ratio of total
consolidated indebtedness to total market capitalization plus total consolidated
debt (determined at the time the borrowing occurs) of 50% or less.
 
     "Declaration of Trust" means the Declaration of Trust of the Company as
will be amended and restated contemporaneous with the consummation of the
Offering.
 
     "Desert View Facility" means the Desert View Community Correctional
Facility.
 
     "Disqualified Leaseback Agreement" means a lease provision providing for
rents that increase from one period to the next such that the Code requires
rental income to be accrued at a constant rate.
 
     "DOL" means U.S. Department of Labor.
 
     "DOL Regulation" means the regulation issued by DOL defining the term "plan
assets."
 
     "Domestic Shareholder" means a holder of Common Shares who (for United
States federal income tax purposes) is (i) a citizen or resident of the United
States, or (ii) a corporation, partnership or other entity created or organized
in or under the laws of the United States or of any political subdivision
thereof.
 
     "Employee Incentive Plan" means the Correctional Properties Trust 1998
Employee Share Option Plan.
 
     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
 
     "ERISA Plan" means a pension, profit-sharing, or other employee benefit
plan subject to Title I of ERISA.
 
     "Event of Default" means an event which constitutes a default under the
Leases between the Company, as landlord and Wackenhut Corrections, as tenant.
 
     "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
     "Excluded Facilities" means the two correctional and detention facilities
that are subject to purchase options granted to the State of New Mexico and the
respective counties in which the Facilities are located.
 
     "Executive Committee" means the committee established by the Board of
Trustees to exercise the authority of the Board of Trustees, to the extent
permitted by law, in the management of the business of the Company.
 
     "Extended Terms" means Wackenhut Corrections' options to extend the term of
each Lease for three additional five-year terms beyond the Fixed Terms.
 
     "Facility" or "Facilities" means the Initial Facilities, the Option
Facilities and the Future Facilities.
 
     "FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as
amended.
 
     "Fiscal 1995" means Wackenhut Corrections fiscal year ended December 31,
1995.
 
     "Fiscal 1996" means Wackenhut Corrections fiscal year ended December 29,
1996.
 
     "Fiscal 1997" means Wackenhut Corrections fiscal year ended December 28,
1997.
 
     "Fixed Term" means the initial term of 10 years under the Master Lease.
 
     "Formation Transactions" means the series of transactions which are
designed to consolidate ownership of the Initial Facilities in the Company, to
provide a vehicle for possible future acquisition of the Option Facilities and
the Future Facilities and to enable the Company to qualify as a REIT.
 
     "Founding Trustee" means any non-employee trustee who is a member of the
Board of Trustees as of the date of the consummation of the Offering.
 
     "Funds from Operations" means, in accordance with the resolution adopted by
the Board of Governors of NAREIT, net income (loss) (computed in accordance with
generally accepted accounting principals),
                                       125
   132
 
excluding significant non-recurring items, gains (or losses) from debt
restructuring and sales of property, plus depreciation and amortization on real
estate assets, and after adjustments for unconsolidated partnerships and joint
ventures.
 
     "Future Facility" or "Future Facilities" means any correctional or
detention facility or facilities which Wackenhut Corrections acquires or has the
right to acquire subsequent to the consummation of the Offering.
 
     "Future Facility Option Period" means the earlier of (i) four years from
the receipt of a certificate of occupancy for a Future Facility developed by
Wackenhut Corrections or from the date of acquisition of a Future Facility
acquired by Wackenhut Corrections, or (ii) six months after the Future Facility
attains an occupancy level of 75% of the number of beds authorized under the
certificate of occupancy for the Future Facility.
 
     "Future Facility Purchase Price" means the amount equal to 105% (or such
lower percentage as may be agreed to by Wackenhut Corrections) of the Total
Facility Cost of such Future Facility.
 
     "GAAP" means generally accepted accounting principles, consistently
applied.
 
     "General Partner" means the Company as the sole general partner of the
Operating Partnership.
 
     "Golden State Facility" means the Golden State Community Correctional
Facility.
 
     "Hospital District" means the LaSalle Parish Hospital District No. 2.
 
     "Indemnification Agreements" means agreements between the Company and the
Indemnitees to provide such Indemnitees indemnification to the maximum extent
allowable by or not in violation of any law of the State of Maryland.
 
     "Indemnitee" means a trustee or executive officer of the Company who is
party to the Indemnification Agreement.
 
     "Independent Trustee" means an individual who qualifies as a trustee under
the Company's Bylaws but who is neither (a) an officer or an employee of the
Company or its affiliates nor (b) a director, trustee, officer or employee of,
or other person who has a material financial interest in, (i) Wackenhut
Corrections or The Wackenhut Corporation, or (ii) any lessee or tenant of a
facility owned by the Company or by the Company's affiliates, or by (iii) any
owner, lessee or tenant of any facility financed by the Company or by the
Company's affiliates, other than any such owner, lessee or tenant which is an
affiliate of the Company, or (iv) any management company operating any facility
owned or financed by the Company or by the Company's affiliates, or (v) an
affiliate of any of the foregoing.
 
     "Initial Facilities" means the eight correctional and detention facilities
currently operated by Wackenhut Corrections which will be acquired by the
Company pursuant to the Purchase Agreement.
 
     "Initial Facility Purchase Price" means the total purchase price of an
Initial Facility.
 
     "INS" means the U.S. Immigration and Naturalization Service.
 
     "Interested Shareholder" means, under the MGCL as applied to a REIT, any
person who, beneficially owns 10% or more of the voting power of the real estate
investment trust's shares, or an affiliate or associate of the real estate
investment trust who at any time within the two-year period prior to the date in
question and after the date on which the real estate investment trust had 100 or
more beneficial owners of its shares, was the beneficial owner of 10% or more of
the voting power of the then-outstanding voting shares of the real estate
investment trust.
 
     "Interested Trustee Transaction" means (i) the selection of operators for
the Company's facilities and (ii) the entering into or the consummation of any
agreement or transaction with Wackenhut Corrections or its affiliates,
including, but not limited to, the negotiation, enforcement and renegotiation of
the terms of any lease of any of the Company's facilities.
 
     "Interim Credit Facility" means the $10 million interim line of credit with
NationsBank, N.A.
 
                                       126
   133
 
     "IPO" means Wackenhut Corrections' initial public offering which closed in
July 1994.
 
     "IRAs" means, collectively, a plan subject to Title I of ERISA, a qualified
plan, an individual retirement accounts and individual retirement annuities.
 
     "IRS" means the United States Internal Revenue Service.
 
     "ISO" means an inventive stock option.
 
     "Jena Facility" means the Jena Juvenile Justice Center.
 
     "Karnes Facility" means the Karnes County Correctional Center.
 
     "Keogh Plan" means a retirement plan for self-employed individuals.
 
     "Lawton Facility" means the Lawton Correctional Facility.
 
     "LDOC" means State of Louisiana Department of Public Safety and
Corrections.
 
     "Lease" or "Leases" means the long-term, non-cancelable triple-net leases
between the Company, as landlord, and Wackenhut Corrections, as tenant, with
respect to the Initial Facilities.
 
     "Leased Property" means the land, the buildings and structures and other
improvements thereon, assessments, rights and similar appurtenances to such land
and improvements, and permanently affixed equipment, machinery, and other
fixtures relating to the operation of a Facility.
 
     "Limited Partner" or "Limited Partners" means those entities who will own a
limited partnership interest in the Operating Partnership.
 
     "Louisiana Operating Agreement" means the Cooperative Endeavor Agreement,
dated January 30, 1995, between the State of Louisiana and the Hospital
District.
 
     "Market Price" means the last reported sales price of the Common Shares or
Preferred Shares reported on the NYSE on the trading day immediately preceding
the relevant date, or if such stock is not then traded on the NYSE, the last
reported sales price of such stock on the trading day immediately preceding the
relevant date as reported on any exchange or quotation system over which such
stock may be traded, or if such stock is not then traded over any exchange or
quotation system, then the market price of such stock on the relevant date as
determined in good faith by the Board of Trustees.
 
     "Master Lease" means the lease agreement, the provisions of which are
incorporated into the individual Leases, between the Company, as landlord, and
Wackenhut Corrections or WCCRE, as tenant.
 
     "McFarland Facility" means the McFarland Community Correctional Facility.
 
     "MDOC" means State of Michigan Department of Management and Budget for the
Department of Corrections.
 
     "MGCL" means the Maryland General Corporation Law, as may be amended from
time to time.
 
     "Michigan Facility" means the Michigan Youth Correctional Facility.
 
     "Michigan Sublease" means the lease agreement between Wackenhut
Corrections, as lessee and the State of Michigan, as lessor, with respect to the
Michigan Facility.
 
     "Mortgage Debt" means the bonds secured by a mortgage encumbering the Jena
Facility.
 
     "NAREIT" means the National Association of Real Estate Investment Trusts.
 
     "Non-Domestic Shareholders" means nonresident alien individuals, foreign
corporations, foreign partnerships and other foreign shareholders.
 
     "Non-Employee Trustee Option Plan" means the Correctional Properties Trust
1998 Non-Employee Trustees' Share Option Plan.
 
                                       127
   134
 
     "Non-ERISA Plans" mean IRAs, Keogh Plans and other plans subject to Section
4975 of the Code, but not subject to ERISA.
 
     "Non-Founding Trustee" means any non-employee trustee who is not a Founding
Trustee.
 
     "NYSE" means the New York Stock Exchange.
 
     "ODOC" means State of Oklahoma Department of Corrections.
 
     "Offering" means the offering of Common Shares of the Company pursuant to
this Prospectus.
 
     "Offering Price" means the initial public offering price of the Common
Shares.
 
     "Operating Partnership" means CPT Operating Partnership L.P., a Delaware
limited partnership, together with each of its subsidiaries.
 
     "Option Agreements" means the agreements between Wackenhut Corrections and
the Company pursuant to which Wackenhut Corrections will grant the Company the
option to acquire each of the three Option Facilities.
 
     "Option Facilities" means the three correctional and detention facilities
currently under development by Wackenhut Corrections, which the Company has the
option to acquire pursuant to the Option Agreements.
 
     "Option Facility Option Period" means the earlier of (i) four years after
receipt of a certificate of occupancy for the subject facility, or (ii) six
months after such facility achieves an occupancy level of 75% of the number of
beds authorized under the certificate of occupancy for the facility.
 
     "Option Facility Purchase Price" means the purchase price of an Option
Facility, equal to 105% (or such lower percentage as may be agreed to by
Wackenhut Corrections) of such Option Facility's Total Facility Cost.
 
     "Ownership Limit" means the direct, indirect or constructive ownership
(taking into account applicable ownership provisions of the Code) of more than
9.8% of any class or series of the Company's capital stock (including the Common
Shares) by any person, subject to certain limited exceptions.
 
     "Ownership Limit Provision" means the provision of the Declaration of Trust
that will prohibit the direct, indirect or constructive ownership by any person
or group of more than 9.8% of the number of outstanding shares of any class or
series of Common Shares or Preferred Shares.
 
     "Owner Trustee" means First Security Bank, National Association, not
individually, as owner trustee.
 
     "Partnership Agreement" means the agreement by which the Operating
Partnership was organized as a Delaware limited partnership which includes the
Company, as the sole general partner and as a limited partner, and CPT LP as a
limited partner.
 
     "Passive Income Exception" exempts a Publicly Traded Partnership from being
treated and taxed as a corporation if at least 90% of the gross income of such
partnership, for each taxable year the partnership is a Publicly Traded
Partnership, consists of "qualifying income", which includes income from real
property rent, gain from the sale or other disposition of real property,
interest and dividends.
 
     "Per Diem Rate" means the net rate of revenue per day per inmate, based
upon occupancy levels.
 
     "Plans" means the Employee Option Plan together with the Non-Employee
Trustee Option Plan.
 
     "Preferred Shares" means preferred shares of beneficial interest of the
Company, par value $.001 per share.
 
     "Private Placement Exclusion" means one of the safe harbors from the
definition of Publicly Traded Partnership pursuant to IRS regulations.
 
     "Privatization Reports" means the reports on privatization from the Private
Corrections Project Center for Studies in Criminology and Law, University of
Florida.
 
                                       128
   135
 
     "Prohibited Owner" means one who would be record owner of Common Shares or
Preferred Shares but for the ownership limitations set forth in the Declaration
of Trust.
 
     "Publicly Traded Partnership" means a partnership in which interests are
traded on an established securities market or are readily tradable on a
secondary market or the substantial equivalent thereof.
 
     "Purchase Agreement" means the agreement entered into by the Company,
pursuant to which the Company will acquire the eight Initial Facilities.
 
     "Queens Facility" means the Queens Private Correctional Facility.
 
     "Recognition Period" pertains to Built-in Gain, as defined pursuant to
Treasury Regulations to be issued under Section 337(d) of the Code.
 
     "Registration Statement" means the Registration Statement filed by the
Company and Wackenhut Corrections on Form S-11 and Form S-3, respectively.
 
     "REIT" means real estate investment trust, as defined in Section 856 of the
Code.
 
     "Related Party Tenant" means a tenant of a REIT in which the REIT, or an
owner of 10% or more of the REIT, directly or constructively owns a 10% or
greater ownership interest.
 
     "Rent" means the Annual Base Rent together with the Base Rent Escalation,
paid by Wackenhut Corrections pursuant to the Leases.
 
     "Representatives" mean Smith Barney Inc., Prudential Securities
Incorporated, SBC Warburg Dillon Read Inc., Genesis Merchant Group Securities
and SunTrust Equitable Securities Corporation.
 
     "Required Ownership Inquiry" means that level of inquiry which satisfies
the conditions specified in Treasury Regulations under the Code ascertaining the
actual ownership of Common Shares or Preferred Shares.
 
     "RFPs" means Request for Proposals, which are government bid requests.
 
     "Right to Purchase Agreement" means the agreement between Wackenhut
Corrections and the Company pursuant to which the Company has the right to
acquire any Future Facility for a cash purchase price equal to the Future
Facility Purchase Price.
 
     "Securities Act" means the Securities Act of 1933, as amended.
 
     "Shares-in-Trust" means Common Shares or Preferred Shares designated as
Shares-in-Trust pursuant to the Declaration of Trust, which is held in trust by
the Share Trustee for the benefit of the Beneficiary.
 
     "Share Trust" means any separate trust created pursuant to the Declaration
of Trust to hold Shares-in-Trust for the benefit of the Beneficiary.
 
     "Share Trustee" means any person or entity unaffiliated with both the
Company and any Prohibited Owner which is designated by the Company to serve as
trustee of the Share Trust.
 
     "Sublease" and "Subleases" means one or more subleases for a Facility
between Wackenhut Corrections, as lessee, and the lessor of such Facility.
 
     "Subsidiary Partnership" and "Subsidiary Partnerships" means any
partnerships which are owned by the Operating Partnership as a vehicle for
tax-advantaged acquisitions.
 
     "Total Facility Cost" means the aggregate cost related to the acquisition,
development, design, construction, equipment and start-up of a Facility (which
in the case of goods and services provided by Wackenhut Corrections, will not
exceed the costs which would be paid therefor if purchased from a third party in
an arm's-length transaction).
 
     "Total Value" means the sum of the lesser of (a) the aggregate historical
cost of the Company's facilities; or (b) the aggregate of the appraised value of
such facilities.
 
     "Transfer" means the sale, offer to sell, solicitation of an offer to buy,
contract to sell, grant of any option to purchase or otherwise transfer or
dispose of any Common Shares or Units of any securities convertible into or
exchangeable or exercisable for Common Shares or Units.
 
     "Treasury Regulations" means the income tax regulations promulgated under
the Code.
 
                                       129
   136
 
     "Trust" means the Wackenhut Corrections Trust 1997-1.
 
     "UBTI" means "unrelated business taxable income" as defined in Section
512(a) of the Code.
 
     "Unitholder" means the holder of the Units.
 
     "Units" means, under the Operating Partnerships, and with respect to each
class of partnership, those units representing an equal undivided fractional
share of each item of the Operating Partnership's income gain, and loss and in
distribution of the Operating Partnership's assets.
 
     "Wackenhut Corrections" means Wackenhut Corrections Corporation, a Florida
corporation, together with each of its subsidiaries.
 
     "Wackenhut Lease Facility" means operating lease facility outstanding in
the amount of approximately $54.4 million.
 
     "WCCRE" means collectively WCCRE Inc. and WCCRE LLC.
 
     "WCCRE Inc." means WCC RE Holdings, Inc., a wholly-owned subsidiary of
Wackenhut Corrections.
 
     "WCCRE LLC" means WCC RE Holdings LLC.
 
     "Year 2000 Issue" means the date-sensitivity problem of computer systems
and computer applications.
 
                                       130
   137
 
                         INDEX TO FINANCIAL STATEMENTS

                                                              PAGE
                                                              ----
                                                           
CORRECTIONAL PROPERTIES TRUST
  Financial Statements
     Report of Independent Certified Public Accountants.....   F-2
     Balance Sheet as of February 20, 1998..................   F-3
     Notes to Balance Sheet.................................   F-4
  Pro Forma Financial Statements............................   F-5
     Pro Forma Balance Sheet as of February 20, 1998........   F-6
     Pro Forma Statement of Operations for the year ended
      December 31, 1997.....................................   F-7
WACKENHUT CORRECTIONS CORPORATION...........................   F-8
  Pro Forma Condensed Consolidated Financial Statements.....   F-8
     Pro Forma Condensed Consolidated Balance Sheet as of
      December 28, 1997.....................................   F-9
     Pro Forma Consolidated Statement of Income for the year
      ended December 28, 1997...............................  F-11
  Consolidated Financial Statements
     Report of Independent Certified Public Accountants.....  F-12
     Consolidated Balance Sheets as of December 28, 1997 and
      December 29, 1996.....................................  F-13
     Consolidated Statements of Income for the fiscal years
      ended December 28, 1997, December 29, 1996 and
      December 31, 1995.....................................  F-14
     Consolidated Statements of Cash Flows for the fiscal
      years ended December 28, 1997, December 29, 1996 and
      December 31, 1995.....................................  F-15
     Consolidated Statements of Shareholders' Equity for the
      fiscal years ended December 28, 1997, December 29,
      1996 and December 31, 1995............................  F-16
     Notes to the Consolidated Financial Statements.........  F-17

                                       F-1
   138
 
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
To Correctional Properties Trust:
 
     We have audited the accompanying balance sheet of Correctional Properties
Trust (a Maryland real estate investment trust) as of February 20, 1998. This
financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statement based on our
audit.
 
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principals used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
     In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Correctional Properties Trust as of
February 20, 1998, in conformity with generally accepted accounting principles.
 
                                          ARTHUR ANDERSEN LLP
 
West Palm Beach, Florida,
February 20, 1998.
 
                                       F-2
   139
 
                         CORRECTIONAL PROPERTIES TRUST
                   (A MARYLAND REAL ESTATE INVESTMENT TRUST)
 
                                 BALANCE SHEET
                               FEBRUARY 20, 1998

                                                           
                               ASSETS
Cash and cash equivalents...................................  $2,500
                                                              ======
 
                LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity:
  Preferred shares, $.001 par value; 50,000,000 shares
     authorized; none outstanding...........................  $   --
  Common shares, $.001 par value; 150,000,000 shares
     authorized; 1,000 shares issued and outstanding........       1
  Additional paid in capital................................   2,499
                                                              ------
                                                              $2,500
                                                              ======

       The accompanying notes are an integral part of this balance sheet.
 
                                       F-3
   140
 
                         CORRECTIONAL PROPERTIES TRUST
                   (A MARYLAND REAL ESTATE INVESTMENT TRUST)
 
                             NOTES TO BALANCE SHEET
                               FEBRUARY 20, 1998
 
1. ORGANIZATION
 
     Correctional Properties Trust (the "Company") was formed February 18, 1998
as a Maryland real estate investment trust. The Company has had no operations to
date but has issued 1,000 Common Shares to founding shareholders.
 
2. FEDERAL INCOME TAXES
 
     At the earliest possible date, the Company plans to qualify as a real
estate investment trust ("REIT") under the Internal Revenue Code and,
accordingly, will not be subject to federal income taxes on amounts distributed
to shareholders provided that it distributes at least 95% of its real estate
investment trust taxable income and meets certain other requirements.
 
3. PREFERRED SHARES
 
     No Preferred Shares are outstanding. Preferred Shares may be issued from
time to time without shareholder approval with terms and conditions established
by the Board of Trustees of the Company.
 
4. INTENTIONS OF THE COMPANY (UNAUDITED)
 
     The Company has announced its intention to sell 6,200,000 Common Shares in
an initial public offering. Immediately after the closing of the Offering, the
Company intends to consummate the following transactions with Wackenhut
Corrections Corporation ("Wackenhut Corrections"): (a) purchase of eight
correctional and detention facilities for $113.0 million and enter into
triple-net leases with Wackenhut Corrections for original fixed terms of 10
years with renewal terms upon the mutual agreement of both parties for three
additional five-year terms, (b) option agreements to purchase an additional
three correctional and detention facilities at a total estimated purchase price
of $109.7 million with similar leaseback terms, (c) trade name agreement between
the Company and Wackenhut Corrections and (d) an agreement that provides the
Company a right to purchase other facilities from Wackenhut Corrections.
 
     Upon consummation of the Offering, the Company plans on establishing a $100
million credit facility with a bank for the purpose of financing the acquisition
of correctional and detention facilities, to expand existing facilities and for
general working capital needs.
 
     The Company will be dependent on Wackenhut Corrections for its initial
revenues. Also, due to the nature of the business and the contractual
relationships with Wackenhut Corrections, including the operating leases, the
Company's ability to be successful is dependent on a number of factors including
key personnel, continuing qualification as a REIT and continued availability of
financial resources.
 
                                       F-4
   141
 
                         PRO FORMA FINANCIAL STATEMENTS
 
     The following financial statements represent the unaudited pro forma
Balance Sheet for the Company as of February 20, 1998 and the Pro Forma
Statement of Operations for the year ended December 31, 1997. The Pro Forma
Statements of Operations are presented as if the Offering had occurred as of the
beginning of the period indicated and therefore incorporate certain assumptions
that are included in the Notes to Pro Forma Financial Information. The Pro Forma
Balance Sheet is presented as if the Offering had occurred on December 31, 1997.
The Company is accounting for the Facility acquisitions under the purchase
method of accounting. The pro forma information does not purport to represent
what the Company's financial position or results of operations actually would
have been had the Offering, in fact, occurred on such date or at the beginning
of the period indicated, or to project the Company's financial position or
results of operations at any future date or for any future period.
 
     The Company's audited historical balance sheet as of February 20, 1998, and
notes thereto are included elsewhere in this Prospectus along with the Report of
the Independent Public Accountants. Total assets and shareholders' equity
totaled $2,500 each at February 20, 1998.
 
                                       F-5
   142
 
                         CORRECTIONAL PROPERTIES TRUST
 
                            PRO FORMA BALANCE SHEET
                                  (UNAUDITED)

                                                                 FEBRUARY 20, 1998
                                                       -------------------------------------
                                                       ACTUAL     ADJUSTMENTS      PRO FORMA
                                                       -------    -----------      ---------
                                                         (IN THOUSANDS EXCEPT SHARE DATA)
                                                                          
ASSETS
Land and buildings, net..............................  $    --     $ 113,041(a)    $113,041
Cash.................................................        3       113,817(b)
                                                            --      (113,041)(a)        779
                                                            --            --             --
                                                       -------     ---------       --------
                                                       $     3     $ 113,817       $113,820
                                                       =======     =========       ========
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Note payable.........................................  $    --            --(c)    $     --
                                                       -------     ---------       --------
  Preferred shares, $0.001 par value; 50,000,000
     shares authorized; none outstanding.............       --            --             --
  Common shares, $0.001 par value; 150,000,000 shares
     authorized, 6,200,000 issued and outstanding, as
     adjusted........................................       --             6(b)           6
  Additional paid-in capital.........................        3       113,811(b)     113,814
                                                       -------     ---------       --------
                                                       $     3     $ 113,817       $113,820
                                                       =======     =========       ========

- ---------------
 
(a) To record the purchase of the eight Initial Facilities using the purchase
    method of accounting.
(b) Reflects issuance of 6,200,000 Common Shares, $0.001 par value, in
    connection with the Offering at an assumed initial public offering price of
    $20.00 per share and redemption of 1,000 founder's shares at cost. The
    estimated costs of the Offering, including the underwriting discount and
    estimated Offering expenses, totalling $10.2 million have been reflected as
    an offset to additional paid-in capital. The resulting net cash proceeds of
    the Offering total $113.8 million.
(c) The Company has obtained a commitment for the $100 million Bank Credit
    Facility from
    NationsBank N.A. The Company will only obtain the Bank Credit Facility if
    the Company elects to purchase the Option Facilities or for other
    acquisitions. Upon such election, the Company expects to incur debt issuance
    costs of approximately $1.25 million. Such costs will be capitalized and
    subsequently amortized over the expected term of the loan upon closing of
    the Bank Credit Facility. Accordingly, no financing costs have been
    capitalized in the Pro Forma Balance Sheet.
 
                                       F-6
   143
 
                         CORRECTIONAL PROPERTIES TRUST
 
                        PRO FORMA FINANCIAL INFORMATION

                                                                YEAR ENDED DECEMBER 31, 1997
                                                              --------------------------------
                                                              ACTUAL   ADJUSTMENTS   PRO FORMA
                                                              ------   -----------   ---------
                                                                    (IN THOUSANDS EXCEPT
                                                                      PER SHARE DATA)
                                                                        (UNAUDITED)
                                                                            
Pro Forma Statement of Operations:
  Revenues:
     Rental income(a).......................................   $--       $2,449       $2,449
                                                               ---       ------       ------
  Cost and expenses:
     Operating and administrative(b)(c).....................    --        1,340        1,340
     Provision for depreciation(d)..........................    --          567          567
                                                               ---       ------       ------
          Total cost and expenses...........................    --        1,907        1,907
                                                               ---       ------       ------
  Net income................................................    --       $  542       $  542
                                                               ===       ======       ======
  Net income per share:
     Basic..................................................                          $  .09
     Diluted................................................                          $  .09
  Weighted average number of shares outstanding(e):
     Basic..................................................                           6,200
     Diluted................................................                           6,200
                                                                                      ------

                    NOTES TO PRO FORMA FINANCIAL INFORMATION
 
(a) Rental income from Wackenhut Corrections recorded in accordance with the
    terms of the Leases as if the leases for two of the Initial Facilities (the
    Aurora Facility and the McFarland Facility) had commenced January 1997, one
    (the Queens Facility) had commenced June 1997, and three (the Central Valley
    Facility, the Golden State Facility and the Desert View Facility) had
    commenced December 1997. The Company intends to classify and account for the
    Leases as operating leases to Wackenhut Corrections in accordance with the
    provisions of Statement of Financial Accounting Standards No. 13 "Accounting
    for Leases."
(b) To record the following recurring administrative expenses of the Company
    based upon management's estimates of operating and administrative costs:

                                                                       
            Salaries, including payroll taxes and benefits..............  $653
            Legal, accounting, SEC reporting and other shareholder         260
              costs.....................................................
            Administrative..............................................   352
            Marketing and business development..........................    75

     Salaries were determined taking into account expected salary levels of
     employees. Other expenses were determined by evaluating similar expenses
     for other public companies.
 
(c) The Company has obtained a commitment for the $100 million Bank Credit
    Facility from
    NationsBank N.A. The Company will only obtain the Bank Credit Facility if
    the Company elects to purchase the Option Facilities or for other
    acquisitions. Upon such election, the Company expects to incur Debt Issuance
    costs of approximately $1.25 million. Such costs will be capitalized and
    subsequently amortized over the expected term of the loan upon closing of
    the Bank Credit Facility. Accordingly, no amortization expense has been
    recognized in the Pro Forma Statement of Operations.
(d) Depreciation expense on fixed assets purchased from Wackenhut Corrections
    based on the estimated useful lives of the Facilities of 40 years.
(e) Weighted average shares outstanding includes Common Shares sold in the
    Offering as if such shares were outstanding for the entire period and
    excludes the 1,000 founder's shares which will be redeemed in connection
    with the Offering.
 
                                       F-7
   144
 
                       WACKENHUT CORRECTIONS CORPORATION
 
              PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT
 
     The following unaudited pro forma condensed consolidated financial
statements represent the unaudited pro forma financial results for Wackenhut
Corrections Corporation as of December 28, 1997 and the fiscal year ended
December 28, 1997. The Pro Forma Consolidated Statements of Income is presented
as if the Formation Transactions had occurred as of the beginning of the period
indicated and incorporate certain assumptions that are included in the Notes to
Pro Forma Consolidated Statement of Income. The Pro Forma Condensed Consolidated
Balance Sheet is presented as if the Formation Transactions had occurred on
December 28, 1997. The pro forma information does not purport to represent what
Wackenhut Corrections' financial position or results of operations actually
would have been had the Formation Transactions, in fact, occurred on such date
or at the beginning of the period indicated, or to project Wackenhut
Corrections' financial position or result of operations at any future date or
any future period.
 
                                       F-8
   145
 
                       WACKENHUT CORRECTIONS CORPORATION
 
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

                                                                     DECEMBER 28, 1997
                                                           -------------------------------------
                                                            ACTUAL     ADJUSTMENTS     PRO FORMA
                                                           --------    -----------     ---------
                                                                      (IN THOUSANDS)
                                                                              
                                             ASSETS
Current Assets:
  Cash and cash equivalents..............................  $ 28,960     $ 39,134(a)    $ 68,094
  Accounts receivable, net...............................    36,755           --         36,755
  Other..................................................     9,457           --          9,457
                                                           --------     --------       --------
          Total current assets...........................    75,172       39,134        114,306
                                                           --------     --------       --------
  Property and equipment, net............................    38,754      (24,687)(a)     14,067
  Investments in and advances to affiliates..............     7,325           --          7,325
  Deferred charges, net..................................    14,218           --         14,218
  Unamortized cost in excess of net assets of acquired
     companies, net......................................     2,359           --          2,359
  Other..................................................     1,375           --          1,375
                                                           --------     --------       --------
                                                           $139,203     $ 14,448       $153,650
                                                           ========     ========       ========
 
                              LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable.......................................  $  6,160     $     --       $  6,160
  Accrued payroll and related taxes......................     8,316           --          8,316
  Accrued expenses.......................................    11,717           --         11,717
  Current portion of deferred income.....................        --        1,445(a)       1,445
  Current portion of long term debt......................        12           --             12
  Deferred tax liability, net............................       391           --            391
                                                           --------     --------       --------
          Total current liabilities......................    26,596        1,746         28,342
                                                           --------     --------       --------
Deferred income tax liability, net.......................    10,099           --         10,099
                                                           --------     --------       --------
Deferred income..........................................        --       13,003(a)      13,003
Long-term debt...........................................       213           --            213
                                                           --------     --------       --------
Total shareholders' equity...............................   102,295           --        102,295
                                                           --------     --------       --------
                                                           $139,203     $ 14,448       $153,650
                                                           ========     ========       ========

                 NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
 
     Wackenhut Corrections' anticipated transactions, reflected on a pro forma
basis, as if the transactions had occurred on December 28, 1997, are as follow:
 
     (a) To record the sale of six of the Initial Facilities (the Aurora
         Facility, the McFarland Facility, the Queens Facility, the Central
         Valley Facility, the Golden State Facility, and the Desert View
         Facility) to the Company. The six Initial Facilities that were
         operational or commenced operations in fiscal 1997 are being sold to
         the Company for approximately $81.6 million, $39.1 million of which
         will be paid to Wackenhut Corrections and $42.5 million will be paid to
         the Wackenhut Lease Facility. The total net proceeds to Wackenhut
         Corrections are $39.1 million, consisting of $29.6 million for the sale
         of facilities owned by Wackenhut Corrections (the Aurora Facility, the
         McFarland Facility and the Queens Facility) and $9.5 million
         representing the differences between the option price for which
         Wackenhut Corrections can acquire the other Initial Facilities from the
         Wackenhut Lease Facility and the selling price to the Company. The sale
         of six of the Initial
 
                                       F-9
   146
 
         Facilities results in a total gain of $14.4 million which is calculated
         as the difference between the sales price of the Initial Facilities and
         their net book value (for owned facilities) or Wackenhut Corrections'
         option purchase price (for the non-owned facilities).
 
         Wackenhut Corrections will account for the sales as sale-leasebacks and
         will classify and account for the leases as operating leases. In
         accordance with Financial Accounting Standards No. 13. accordingly, the
         total $14.4 million gain on the sale will be deferred and amortized
         over the ten year lives of the leases entered into coincident with the
         sale.
 
                                      F-10
   147
 
                       WACKENHUT CORRECTIONS CORPORATION
 
                   PRO FORMA CONSOLIDATED STATEMENT OF INCOME

                                                                    FOR THE YEAR ENDED
                                                                     DECEMBER 28, 1997
                                                           -------------------------------------
                                                            ACTUAL     ADJUSTMENTS     PRO FORMA
                                                           --------    -----------     ---------
                                                             (IN THOUSANDS, EXCEPT PER SHARE)
                                                                              
STATEMENT OF OPERATIONS:
Revenues.................................................  $206,930      $    --       $206,930
Operating expenses.......................................   172,031        1,551(a)     173,582
Depreciation & amortization..............................     6,303         (543)(b)      5,760
                                                           --------      -------       --------
Contribution from operations.............................    28,596       (1,008)        27,588
General and administrative expenses......................    12,051           --         12,051
                                                           --------      -------       --------
Operating income.........................................    16,545       (1,008)        15,537
Interest income (expense)................................     1,451           --(c)       1,451
                                                           --------      -------       --------
Income before income taxes and equity income (loss) of
  affiliates.............................................    17,996       (1,008)        16,988
Provision for income taxes...............................     7,226         (403)(d)      6,823
                                                           --------      -------       --------
  Income before equity income (loss) of affiliates.......    10,770         (605)        10,165
  Equity income (loss) of affiliates.....................     1,105           --          1,105
                                                           --------      -------       --------
  Net income.............................................  $ 11,875      $  (605)      $ 11,270
                                                           ========      =======       ========
Earnings per share:
  Basic..................................................  $   0.54                    $   0.51
  Diluted................................................  $   0.52                    $   0.50
Weighted average shares outstanding:
  Basic..................................................    22,015                      22,015
  Diluted................................................    22,697                      22,697

- ---------------
 
     Wackenhut Corrections' anticipated transactions, reflected on a pro forma
basis, as if the transactions had occurred on December 30, 1996 are as follows:
 
(a) To record rent expense of $2,449 in accordance with the terms of the Leases
    with Correctional Properties Trust as if the leases for two of the Initial
    Facilities (the Aurora Facility and the McFarland Facility) had commenced
    January 1997, one (the Queens Facility) had commenced June 1997, and three
    (the Central Valley Facility, the Golden State Facility and the Desert View
    Facility) had commenced December 1997, net of the amortized gain on the sale
    of the Initial Facilities of $621 and lease expense under the Wackenhut
    Lease Facility of $277.
(b)  To reduce depreciation expense on facilities sold.
(c)  The pro forma statement has not provided for interest income on the cash
     balances expected as a result of the sale of the facilities. Assuming a
     return of 5%, average cash balances on hand after the sale, payment of
     related taxes, and payment of monthly lease payments would yield interest
     income of $783 for the year ended December 28, 1997.
(d)  To adjust income tax expense for adjustments to pre-tax income.
 
                                      F-11
   148
 
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
To the Shareholders of Wackenhut Corrections Corporation:
 
     We have audited the accompanying consolidated balance sheets of Wackenhut
Corrections Corporation (a Florida corporation) and subsidiaries as of December
28, 1997 and December 29, 1996, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three fiscal years
in the period ended December 28, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Wackenhut Corrections
Corporation and subsidiaries as of December 28, 1997 and December 29, 1996, and
the results of their operations and their cash flows for each of the three
fiscal years in the period ended December 28, 1997, in conformity with generally
accepted accounting principles.
 
                                          ARTHUR ANDERSEN LLP
 
West Palm Beach, Florida,
February 6, 1998.
 
                                      F-12
   149
 
                       WACKENHUT CORRECTIONS CORPORATION
 
                          CONSOLIDATED BALANCE SHEETS
                    DECEMBER 28, 1997 AND DECEMBER 29, 1996

                                                                1997       1996
                                                              --------   --------
                                                                (IN THOUSANDS,
                                                              EXCEPT SHARE DATA)
                                                                   
                                     ASSETS
Current Assets:
  Cash and cash equivalents.................................  $ 28,960   $ 44,368
  Accounts receivable, net..................................    36,755     24,879
  Other.....................................................     9,457      6,066
                                                              --------   --------
          Total current assets..............................    75,172     75,313
Property and equipment, net.................................    38,754     18,975
Investments in and advances to affiliates...................     7,325      1,810
Deferred charges, net.......................................    14,218      7,522
Unamortized cost in excess of net assets of acquired
  companies, net............................................     2,359      2,224
Other.......................................................     1,375        967
                                                              --------   --------
                                                              $139,203   $106,811
                                                              ========   ========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable..........................................  $  6,160   $  4,020
  Accrued payroll and related taxes.........................     8,316      4,558
  Accrued expenses..........................................    11,717      3,717
  Current portion of long-term debt.........................        12         12
  Deferred income tax liability, net........................       391        876
                                                              --------   --------
          Total current liabilities.........................    26,596     13,183
                                                              --------   --------
Deferred income tax liability, net..........................    10,099      5,434
                                                              --------   --------
Long-term debt..............................................       213        225
                                                              --------   --------
Commitments and contingencies (Note 7)
Shareholders' equity:
  Preferred stock, $.01 par value, 10,000,000 shares
     authorized.............................................        --         --
  Common stock, $.01 par value, 60,000,000 shares
     authorized, 22,168,542 and 21,937,992 shares issued and
     outstanding............................................       222        219
  Additional paid-in capital................................    78,006     72,986
  Retained earnings.........................................    26,223     14,348
  Cumulative translation adjustment.........................    (2,156)       416
                                                              --------   --------
          Total shareholders' equity........................   102,295     87,969
                                                              --------   --------
                                                              $139,203   $106,811
                                                              ========   ========

        The accompanying notes to consolidated financial statements are
                   an integral part of these balance sheets.
 
                                      F-13
   150
 
                       WACKENHUT CORRECTIONS CORPORATION
 
                       CONSOLIDATED STATEMENTS OF INCOME
                           FOR THE FISCAL YEARS ENDED
          DECEMBER 28, 1997, DECEMBER 29, 1996, AND DECEMBER 31, 1995

                                                                1997       1996       1995
                                                              --------   --------   --------
                                                                  (IN THOUSANDS, EXCEPT
                                                                     PER SHARE DATA)
                                                                           
Revenues....................................................  $206,930   $137,784   $ 99,431
Operating expenses (including amounts related to The
  Wackenhut Corporation ("TWC") of $5,337, $3,693 and
  $6,008)...................................................   172,031    115,848     82,285
Depreciation and amortization...............................     6,303      3,532      2,303
                                                              --------   --------   --------
Contribution from operations................................    28,596     18,404     14,843
General and administrative expenses (including amounts
  related to TWC of $1,566, $1,432 and $1,264)..............    12,051      8,673      7,614
                                                              --------   --------   --------
Operating income............................................    16,545      9,731      7,229
Interest income (including amounts related to TWC of $(10),
  $(40), and $172)..........................................     1,451      2,195        186
                                                              --------   --------   --------
Income before income taxes and equity income (loss) of
  affiliate.................................................    17,996     11,926      7,415
Provision for income taxes..................................     7,226      4,269      2,862
                                                              --------   --------   --------
Income before equity income (loss) of affiliate.............    10,770      7,657      4,553
Equity income of affiliate (loss), net of income tax
  (benefit) of $692, $378 and ($70).........................     1,105        604       (113)
                                                              --------   --------   --------
          Net income........................................  $ 11,875   $  8,261   $  4,440
                                                              ========   ========   ========
Basic earnings per share (Note 9)...........................  $   0.54   $   0.39   $   0.26
                                                              ========   ========   ========
Diluted earnings per share (Note 9).........................  $   0.52   $   0.37   $   0.25
                                                              ========   ========   ========
Basic weighted average shares outstanding...................    22,015     21,361     16,850
                                                              ========   ========   ========
Diluted weighted average shares outstanding.................    22,697     22,128     17,708
                                                              ========   ========   ========

The accompanying notes to consolidated financial statements are an integral part
                              of these statements.
 
                                      F-14
   151
 
                       WACKENHUT CORRECTIONS CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE FISCAL YEARS ENDED
          DECEMBER 28, 1997, DECEMBER 29, 1996, AND DECEMBER 31, 1995

                                                                1997        1996       1995
                                                              --------    --------    -------
                                                                      (IN THOUSANDS)
                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................  $ 11,875    $  8,261    $ 4,440
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization expense.....................     6,303       3,532      2,303
  Equity (income) loss of affiliates........................    (1,797)       (982)       183
Changes in assets and liabilities:
  (Increase) decrease in assets:
     Accounts receivable....................................   (12,623)     (6,943)    (7,355)
     Other current assets...................................    (3,606)     (2,384)    (1,966)
     Other assets...........................................      (201)         34        (76)
     Deferred income tax asset..............................        --          51         20
     Unamortized cost in excess of net assets acquired......      (782)         --         --
  Increase (decrease) in liabilities:
     Accounts payable and accrued expenses..................    10,739       2,003       (238)
     Accrued payroll and related taxes......................     4,027       1,152      1,293
     Deferred income taxes, net.............................     7,442       4,404      2,741
                                                              --------    --------    -------
          Net cash provided by operating activities.........    21,377       9,128      1,345
                                                              --------    --------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates...................................    (3,718)       (428)      (372)
Capital expenditures........................................   (23,965)    (12,476)    (2,720)
Deferred charge expenditures................................    (9,625)     (4,505)    (3,693)
                                                              --------    --------    -------
          Net cash used in investing activities.............   (37,308)    (17,409)    (6,785)
                                                              --------    --------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock..................        --      51,581         --
Proceeds from exercise of stock options.....................     1,760         766        977
Retirement of debt..........................................       (12)       (792)      (381)
Advances from TWC...........................................   116,019     102,431     66,502
Repayments to TWC...........................................  (116,019)   (102,431)   (66,629)
                                                              --------    --------    -------
          Net cash provided by financing activities.........     1,748      51,555        469
                                                              --------    --------    -------
Effect of exchange rate changes on cash.....................    (1,225)        185       (101)
                                                              --------    --------    -------
Net (decrease) increase in cash.............................   (15,408)     43,459     (5,072)
Cash, beginning of period...................................    44,368         909      5,981
                                                              --------    --------    -------
Cash, end of period.........................................  $ 28,960    $ 44,368    $   909
                                                              ========    ========    =======
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
  Income taxes..............................................  $    100    $    976    $ 1,156
  Interest..................................................  $     59    $    114    $    20
Non-cash activities:
  Impact on equity from tax benefit related to the exercise
     of options issued under the company's non-qualified
     stock option plan......................................  $  3,263    $  1,827    $   170
                                                              ========    ========    =======

        The accompanying notes to consolidated financial statements are
                     an integral part of these statements.
 
                                      F-15
   152
 
                       WACKENHUT CORRECTIONS CORPORATION
 
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 FISCAL YEARS ENDED DECEMBER 28, 1997, DECEMBER 29, 1996, AND DECEMBER 31, 1995

                                                 COMMON STOCK
                                              ------------------   ADDITIONAL              CUMULATIVE        TOTAL
                                               NUMBER               PAID-IN     RETAINED   TRANSLATION   SHAREHOLDER'S
                                              OF SHARES   AMOUNT    CAPITAL     EARNINGS   ADJUSTMENT       EQUITY
                                              ---------   ------   ----------   --------   -----------   -------------
                                                                           (IN THOUSANDS)
                                                                                       
BALANCE, JANUARY 1, 1995....................   16,370      $164     $17,720     $ 1,647      $   196       $ 19,727
Translation adjustment......................       --        --          --          --          (85)           (85)
Proceeds from stock option exercises........      709         7         970          --           --            977
Tax benefit related to employee stock
  options...................................       --        --         170          --           --            170
         Net income.........................       --        --          --       4,440           --          4,440
                                               ------      ----     -------     -------      -------       --------
BALANCE, DECEMBER 31, 1995..................   17,079       171      18,860       6,087          111         25,229
Translation adjustment......................       --        --          --          --          305            305
Proceeds from stock offering................    4,600        46      51,535          --           --         51,581
Proceeds from stock option exercises........      259         2         764          --           --            766
Tax benefit related to employee stock
  options...................................       --        --       1,827          --           --          1,827
         Net income.........................       --        --          --       8,261           --          8,261
                                               ------      ----     -------     -------      -------       --------
BALANCE, DECEMBER 29, 1996..................   21,938       219      72,986      14,348          416         87,969
Translation adjustment......................       --        --          --          --       (2,572)        (2,572)
Proceeds from stock option exercises........      231         3       1,757          --           --          1,760
Tax benefit related to employee stock
  options...................................       --        --       3,263          --           --          3,263
         Net income.........................       --        --          --      11,875           --         11,875
                                               ------      ----     -------     -------      -------       --------
BALANCE DECEMBER 28, 1997...................   22,169      $222     $78,006     $26,223      $(2,156)      $102,295
                                               ======      ====     =======     =======      =======       ========

The accompanying notes to consolidated financial statements are an integral part
                              of these statements.
 
                                      F-16
   153
 
                       WACKENHUT CORRECTIONS CORPORATION
 
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      (TABULAR INFORMATION: IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
 FOR THE FISCAL YEARS ENDED DECEMBER 28, 1997, DECEMBER 29, 1996, AND DECEMBER
                                    31, 1995
 
1. GENERAL
 
     Wackenhut Corrections Corporation, a Florida corporation, and subsidiaries
(Company), a majority owned subsidiary of The Wackenhut Corporation (TWC), is a
leading developer and manager of privatized correctional and detention
facilities located in the United States, the United Kingdom and Australia.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
FISCAL YEAR
 
     The Company's fiscal year ends on the Sunday closest to the calendar year
end. Fiscal 1997, 1996 and 1995 each included 52 weeks.
 
BASIS OF FINANCIAL STATEMENT PRESENTATION
 
     The consolidated financial statements include the accounts of the Company
and its subsidiaries. Investments in 20 percent to 50 percent owned affiliates
are accounted for under the equity method. All significant intercompany
transactions and balances between the Company and its subsidiaries have been
eliminated in consolidation. Certain prior year amounts have been reclassified
to conform with current year presentation.
 
USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
PROPERTY AND EQUIPMENT
 
     Property and equipment are stated at cost, less accumulated depreciation.
Maintenance and repairs are expensed as incurred. Depreciation is computed using
the straight-line method over the estimated useful lives of related assets.
Accelerated methods of depreciation are generally used for income tax purposes.
Leasehold improvements are amortized on a straight-line basis over the shorter
of the useful life of the improvement or the term of the lease.
 
UNAMORTIZED COST IN EXCESS OF NET ASSETS OF ACQUIRED COMPANIES (GOODWILL)
 
     Goodwill represents the cost of an acquired enterprise in excess of the
fair market value of the net tangible and identifiable intangible assets
acquired. Goodwill is amortized on a straight-line basis over the period which
represents management's estimation of the related benefit to be derived from the
acquired business, not to exceed twenty-five years. Accumulated amortization
totaled approximately $1.1 million and $969,000 at December 28, 1997 and
December 29, 1996, respectively.
 
DEFERRED CHARGES
 
     Facility start-up costs, which consist of costs of initial employee
training, travel and other direct expenses incurred in connection with the
opening of new facilities, are capitalized and amortized on a straight-line
basis over the lesser of the initial term of the contract plus renewals or five
years.
 
                                      F-17
   154
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Project development costs consisting of direct and incremental costs paid
to unrelated third parties that can be directly associated with a specific
anticipated contract are deferred until the anticipated contract has been
awarded. At the time the contract is awarded to the Company, the deferred
project development costs are either capitalized as part of property and
equipment or are amortized over five years as project development costs.
Internal costs associated with securing new contracts are expensed as incurred.
Project development costs are charged to general and administrative expenses
when the success of obtaining a new contract is considered doubtful. Accumulated
amortization totaled $7,332,000 and $4,440,000 in Fiscal 1997 and 1996,
respectively.
 
     In April 1997, the Financial Accounting Standards Board issued an Exposure
Draft that proposed the issuance of a Statement of Position (SOP) on Accounting
for the Costs of Start-up Activities. If adopted, this SOP would require the
expensing of start-up costs, defined as pre-opening, pre-operating and
pre-contract type costs, as incurred. Management expects the effects of adoption
would be reported as a cumulative change in accounting principle; thus, any
costs previously capitalized would be written off at the time the SOP is
adopted. If this SOP is adopted in 1998, the Company anticipates a pre-tax
write-off of approximately $18.2 million (or $10.9 million after-tax) to record
the cumulative effect of the change in accounting principle.
 
REVENUES AND OPERATING PROFIT
 
     Facility management revenues are recognized as services are provided based
on a net rate per day per inmate or on a fixed monthly rate. Project development
and design revenues are recognized as earned on a percentage of completion
basis. Except for the major customers noted in the following table, no single
customer provided more than 10% of consolidated revenues during Fiscal 1997,
1996 and 1995:

CUSTOMER                                                      1997    1996    1995
- --------                                                      ----    ----    ----
                                                                     
Various agencies of the State of Texas......................   32%     39%     37%
Louisiana Department of Public Safety and Corrections.......    6       9      11
State of Florida Correctional Privatization Committee.......   13       9       8
New South Wales Department of Corrective Services...........    7      10      13
Queensland Corrective Services Commission...................    7      11      13

     Concentration of credit risk related to accounts receivable is reflective
of the related revenues.
 
INCOME TAXES
 
     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.
Under this method, deferred income taxes are determined on the estimated future
tax effects of differences between the financial reporting and tax basis of
assets and liabilities given the provisions of enacted tax laws. Deferred income
tax provisions and benefits are based on changes to the asset or liability from
year to year.
 
EARNINGS PER SHARE
 
     In 1997, the Company adopted Statement of Financial Accounting Standards
No. 128, "Earnings per Share" ("SFAS 128"). SFAS 128 requires the disclosure of
basic and diluted earnings per share for periods ending after December 15, 1997
and restatement of prior periods to conform with the new disclosure format. The
computation under SFAS 128 differs from the primary and fully diluted earnings
per share computed under APB Opinion No. 15 primarily in the manner in which
potential common stock is treated. Basic earnings per share is computed by
dividing net income by the weighted-average number of common shares outstanding.
In the computation of diluted earnings per share, the weighted-average number of
common shares outstanding is adjusted for the effect of all potential common
stock.
 
                                      F-18
   155
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
CASH AND CASH EQUIVALENTS
 
     The Company classifies as cash equivalents all interest-bearing deposits or
investments with original maturities of three months or less.
 
FOREIGN CURRENCY TRANSLATION
 
     The Company's foreign operations use the local currency as their functional
currency. Assets and liabilities of the operations are translated at the
exchange rates in effect on the balance sheet date. Income statement items are
translated at the average exchange rates for the year. The impact of currency
fluctuation is included in shareholders' equity as a translation adjustment.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
     The carrying value of cash, accounts receivable, accounts payable, and
long-term debt approximates fair value.
 
INTEREST RATE SENSITIVITY
 
     The Company is exposed to market risks arising from changes in interest
rates with respect to a $220 million operating lease facility (Note 7). Monthly
lease payments under this facility are indexed to a variable interest rate.
Management has determined that a 10% change in the current lease rate would have
an immaterial effect on the Company's pre-tax earnings over the next fiscal
year.
 
STOCK-BASED COMPENSATION PLANS
 
     In 1995 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 allows either adoption of a fair value
based method of accounting for stock-based compensation or continuation under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). The Company has chosen to continue to account for
stock-based compensation using the intrinsic value based method prescribed in
APB 25. Accordingly, compensation cost for stock options is measured as the
excess, if any, of the quoted market price of the corporation's stock at the
date of the grant over the amount an employee must pay to acquire the stock. Pro
forma disclosures of net income and earnings per share as if the fair value
method had been adopted are presented in Note 11.
 
LONG-LIVED ASSETS
 
     In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
SFAS 121 requires that long-lived assets, including certain identifiable
intangibles, and the goodwill related to those assets, be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset in question may not be recoverable. Management has
reviewed the Company's long-lived assets and has determined that there are no
events requiring impairment loss recognition.
 
ACCOUNTING PRONOUNCEMENTS
 
     In June 1997, the FASB issued Statement of Financial Accounting Standard
No. 130, "Reporting Comprehensive Income" which requires adoption in Fiscal
1998. This statement establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. This statement requires that an enterprise (a) classify
items of other comprehensive income by their nature in financial statements and
(b) display the accumulated balance of other comprehensive income
                                      F-19
   156
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
separately from retained earnings and additional paid-in capital in the equity
section of statements of financial position. Comprehensive income is defined as
the change in equity during the financial reporting period of a business
enterprise resulting from non-owner sources.
 
     In June 1997, the FASB issued Statement of Financial Accounting Standard
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
which requires adoption in Fiscal 1998. This statement requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments including, among other things, a measure of
segment profit or loss, certain specific revenue and expense items, and segment
assets.
 
3. PROPERTY AND EQUIPMENT
 
     Property and equipment consist of the following at fiscal year end:

                                                              YEARS    1997      1996
                                                              -----   -------   -------
                                                                   (IN THOUSANDS)
                                                                       
Land........................................................     --   $ 4,527   $ 1,698
Building and improvements...................................  20-40    34,107    16,430
Equipment...................................................   3-20     2,786     2,677
Furniture and fixtures......................................   3-20     2,307     1,251
                                                                      -------   -------
                                                                       43,727    22,056
Less -- accumulated depreciation............................           (4,973)   (3,081)
                                                                      -------   -------
                                                                      $38,754   $18,975
                                                                      =======   =======

4. DOMESTIC AND INTERNATIONAL OPERATIONS
 
     A summary of domestic and international operations is presented below:

                                                            1997       1996      1995
                                                          --------   --------   -------
                                                                 (IN THOUSANDS)
                                                                       
Revenues
  Domestic operations...................................  $167,223   $108,245   $72,852
  International operations..............................    39,707     29,539    26,579
                                                          --------   --------   -------
          Total revenues................................   206,930    137,784    99,431
Operating Income
  Domestic operations...................................    12,388      7,087     4,501
  International operations..............................     4,157      2,644     2,728
                                                          --------   --------   -------
          Total operating income........................    16,545      9,731     7,229
Assets
  Domestic operations...................................   120,538     96,872    30,641
  International operations..............................    18,665      9,939     8,199
                                                          --------   --------   -------
          Total assets..................................  $139,203   $106,811   $38,840
                                                          ========   ========   =======

     The Company's international operations represent its wholly-owned
Australian subsidiaries which are pursuing construction and management contracts
for correctional and detention facilities. Through its wholly-owned subsidiary,
Wackenhut Corrections Corporation Australia Pty. Limited, the Company currently
manages three correctional facilities, four immigration detention centers, and
the State of Victoria's correctional health care services.
 
     The Company's 50% owned United Kingdom joint venture (Premier Prison
Services, Ltd.), accounted for under the equity method, commenced management of
a correctional facility in Fiscal 1994 and two court
 
                                      F-20
   157
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
escort and transport contracts in Fiscal 1996. Equity in the undistributed
income (loss) for Fiscal 1997, 1996, and 1995 was $1,797,000, $982,000, and
($183,000), respectively.
 
     A summary of financial data for the Company's equity affiliate is as
follows:

                                                             1997      1996      1995
                                                            -------   -------   -------
                                                                  (IN THOUSANDS)
                                                                       
STATEMENT OF OPERATIONS DATA
Revenues..................................................  $51,009   $28,953   $17,705
Operating income (loss)...................................    3,884     1,764      (357)
Net income (loss).........................................    2,209     1,208      (225)
BALANCE SHEET DATA
Current assets............................................  $14,595   $13,145   $ 1,783
Noncurrent assets.........................................      517       538       509
Current liabilities.......................................    8,115     8,518     3,702
Noncurrent liabilities....................................    4,029     5,075        --
Stockholders' equity/(deficit)............................    2,968        90    (1,410)

     The Company provided management services to the U.K. affiliate in Fiscal
1997 and 1996. The management fees for such services totaled $484,000 and
$450,000 for Fiscal 1997 and 1996, respectively.
 
5. INCOME TAXES
 
     The provision for income taxes in the consolidated statements of income
consists of the following components:

                                                               1997     1996     1995
                                                              ------   ------   ------
                                                                   (IN THOUSANDS)
                                                                       
Federal Income Taxes:
  Current...................................................  $  175   $   --   $   --
  Deferred..................................................   6,131    3,588    2,497
                                                              ------   ------   ------
                                                              $6,306   $3,588   $2,497
                                                              ------   ------   ------
State Income Taxes:
  Current...................................................  $  300   $   30   $   30
  Deferred..................................................     620      488      335
                                                              ------   ------   ------
                                                                 920      518      365
Foreign Income Taxes........................................      --      163       --
                                                              ------   ------   ------
          Total.............................................  $7,226   $4,269   $2,862
                                                              ======   ======   ======

     Deferred income taxes result from temporary differences in the recognition
of revenue and expense for tax and financial reporting purposes.
 
                                      F-21
   158
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The principal temporary differences and their tax effects are summarized as
follows:

                                                               1997      1996     1995
                                                              -------   ------   ------
                                                                   (IN THOUSANDS)
                                                                        
Amortization of deferred charges............................  $ 2,921   $1,561   $1,605
Income of foreign subsidiary................................    1,681      617    1,062
Accrued liabilities.........................................   (1,136)
NSO benefit, booked to equity...............................    3,263    1,827      170
Other, net..................................................       22       71       (5)
                                                              -------   ------   ------
                                                              $ 6,751   $4,076   $2,832
                                                              =======   ======   ======

     A reconciliation of the statutory U.S. federal tax rate (35% in 1997, 34%
in 1996 and 1995) and the effective income tax rate is as follows:

                                                               1997      1996     1995
                                                              -------   ------   ------
                                                                   (IN THOUSANDS)
                                                                        
Provision using statutory federal income tax rate...........  $ 6,299   $4,054   $2,521
State income tax............................................      818      508      354
Effect of foreign operations, net of foreign income tax
  provision.................................................       --     (264)      --
Other, net..................................................      109      (29)     (13)
                                                              -------   ------   ------
                                                              $ 7,226   $4,269   $2,862
                                                              =======   ======   ======

     The components of the net current deferred income tax liability/(asset) at
fiscal year end are as follows:

                                                               1997      1996
                                                              -------   ------
                                                               (IN THOUSANDS)
                                                                  
Uniforms....................................................  $   244   $  160
Accrued vacation............................................     (291)    (123)
Deferred charges............................................    1,630      895
Accrued liabilities.........................................   (1,192)     (56)
                                                              -------   ------
                                                              $   391   $  876
                                                              =======   ======

     The components of the net non-current deferred income tax liability at
fiscal year end are as follows:

                                                               1997      1996
                                                              -------   ------
                                                               (IN THOUSANDS)
                                                                  
Deferred charges............................................  $ 4,909   $2,724
Income of foreign subsidiaries and affiliates...............    5,284    2,911
Other, net..................................................      (94)    (201)
                                                              -------   ------
                                                              $10,099   $5,434
                                                              =======   ======

     As of December 28, 1997, the Company had federal and state net operating
loss carry forwards of approximately $4,616,000, and $4,051,000, respectively.
The federal net operating losses will expire between 2010 and 2011, while
certain state net operating losses will expire between 2000 and 2011.
Utilization of net operating losses in future years may be subject to annual
limitations due to the ownership change limitations provided by the Internal
Revenue Code of 1986 and similar state provisions. Such limitations, if any, are
not expected to impact the ultimate utilization of the carryforwards.
 
     The Company's loss carryforwards are attributable to compensation
deductions on its income tax return which were not recognized for financial
accounting purposes. The exercise of non-qualified stock options which have been
granted under the Company's stock option plans give rise to compensation which
is includable in the taxable income of the applicable employees and deducted by
the Company for federal and
                                      F-22
   159
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
state income tax purposes. Such compensation results from increases in the fair
market value of the Company's common stock subsequent to the date of grant. In
accordance with Accounting Principles Board Opinion No. 25, such compensation is
not recognized as an expense for financial accounting purposes and related tax
benefits are credited directly to additional paid-in-capital. In the years ended
December 28, 1997 and December 29, 1996, such deductions resulted in significant
federal and state deductions which may be carried forward. Utilization of such
deductions will increase additional paid-in-capital.
 
6. LONG-TERM DEBT
 
     Long-term debt consists of the following:

                                                              1997     1996
                                                              -----    -----
                                                              (IN THOUSANDS)
                                                                 
Note payable for property -- 8%.............................  $225     $237
Less -- current portion.....................................    12       12
                                                              ----     ----
                                                              $213     $225
                                                              ====     ====

     In June 1994, the Company signed an unsecured note payable in the amount of
$262,000 for the purchase of land for the construction of a correctional
facility. The note bears interest at 8.0% and matures in July 2009. The Company
makes monthly principal and interest payments of $2,504.
 
     In June 1997, the Company entered into a $30,000,000 multi-currency
revolving credit facility with a syndicate of banks, the proceeds of which may
be used for working capital, acquisitions and general corporate purposes. The
credit facility also includes a letter of credit of up to $5,000,000 for the
issuance of standby letters of credit. Indebtedness under this facility will
bear interest at the alternate base rate (defined as the higher of prime rate or
federal funds plus 1/2 of 1%) or LIBOR plus 150 to 250 basis points, depending
upon fixed charge coverage ratios. The facility requires the Company to, among
other things, maintain a maximum leverage ratio; minimum fixed charge coverage
ratio; and a minimum tangible net worth. The facility also limits certain
payments and distributions. As of December 28, 1997, no amounts were outstanding
under this facility. However, at December 28, 1997, the Company had four standby
letters of credit outstanding with a bank in an aggregate amount of
approximately $222,000.
 
     Aggregate annual maturities of long-term debt are as follows:

                                                                  ANNUAL
FISCAL YEAR                                                      MATURITY
- -----------                                                   --------------
                                                              (IN THOUSANDS)
                                                           
1998........................................................       $ 12
1999........................................................         13
2000........................................................         15
2001........................................................         16
2002........................................................         17
Thereafter..................................................        152
                                                                   ----
                                                                   $225
                                                                   ====

7. COMMITMENTS AND CONTINGENCIES
 
     The nature of the Company's business results in claims for damages arising
from the conduct of its employees or others. In the opinion of management, there
are no pending legal proceedings that would have a material effect on the
consolidated financial statements of the Company.
 
                                      F-23
   160
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The Company leases correctional facility office space, computers and
vehicles under non-cancelable operating leases expiring between 1998 and 2002.
The future minimum commitments under these leases are as follows:

FISCAL YEAR                                                   ANNUAL RENTAL
- -----------                                                   --------------
                                                              (IN THOUSANDS)
                                                           
1998........................................................     $ 5,544
1999........................................................       5,307
2000........................................................       4,820
2001........................................................       4,517
2002........................................................       4,093
                                                                 -------
                                                                 $24,281

     In December 1997, the Company also entered into an $220 million operating
lease facility that has been established to acquire and develop new correctional
institutions used in its business. As a condition of this facility, the Company
unconditionally agreed to guarantee certain obligations of First Security Bank,
National Association, a party to the aforementioned operating lease facility. As
of December 28, 1997, approximately $69 million of properties were under
development.
 
     Rent expense was approximately $3,351,000, $2,143,000 and $1,512,000 for
Fiscal 1997, 1996, and 1995 respectively.
 
     The Company contracted with third parties to provide meals for inmates at
two correctional facilities operated by the Company under agreements expiring in
1995 and 1996. Food service expense related to these agreements was $53,000 and
$580,000 in Fiscal 1996 and 1995 respectively.
 
8. COMMON AND PREFERRED STOCK
 
     On April 25, 1996, the Company's Board of Directors declared a two-for-one
split effected in the form of a 100% common stock dividend paid on June 4, 1996.
Except as otherwise noted, all share data relating to the Company's common stock
has been restated to reflect the two-for-one stock split.
 
     In April 1994, the Company's Board of Directors authorized 10,000,000
shares of "blank check" preferred stock. The Board of Directors is authorized to
determine the rights and privileges of any future issuance of preferred stock
such as voting and dividend rights, liquidation privileges, redemption rights
and conversion privileges.
 
     The Company follows the practice of recording amounts received upon the
exercise of stock options by crediting common stock and additional
paid-in-capital. No charges are reflected in the consolidated statements of
income as a result of the grant of stock options, since all grants under the
Company's stock option plans (Note 11) have been made at not more than the fair
value at the date of grant. The Company realizes an income tax benefit from the
exercise of certain stock options of the Company's non-qualified stock options.
Since no compensation cost resulted from the grant of stock options in Fiscal
1997 and 1996, this benefit results in a decrease in current income taxes
payable and an increase in additional paid-in capital.
 
                                      F-24
   161
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
9. EARNINGS PER SHARE
 
     The following table shows the amounts used in computing earnings per share
in accordance with SFAS 128 and the effects on income and the weighted average
number of shares of potential dilutive common stock. The number of shares used
in the calculations for 1996 and 1995 reflect a 100% common stock dividend paid
on June 4, 1996.

                                                   1997               1996               1995
                                             ----------------    ---------------    ---------------
                                             INCOME    SHARES    INCOME   SHARES    INCOME   SHARES
                                             -------   ------    ------   ------    ------   ------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                           
NET INCOME.................................  $11,875             $8,261             $4,440
BASIC EPS:
  Income available to common
     shareholders..........................  $11,875   22,015    $8,261   21,361    $4,440   16,850
  Per share amount.........................     0.54               0.39               0.26
EFFECT OF DILUTIVE SECURITIES:.............  $ (0.02)     682    $(0.02)     767    $(0.01)     858
DILUTED EPS:
  Income available to common
     shareholders..........................  $11,875   22,697    $8,261   22,128    $4,440   17,708
  Per share amount.........................     0.52               0.37               0.25

10. RELATED PARTY TRANSACTIONS
 
     Related party transactions occur in the normal course of business between
the Company and TWC. Such transactions include the purchase of goods and
services and corporate costs for management support, office space, insurance and
interest expense.
 
     The Company incurred the following expenses related to transactions with
TWC in the following years:

                        DESCRIPTION                            1997     1996     1995
                        -----------                           ------   ------   ------
                                                                   (IN THOUSANDS)
                                                                       
Food services...............................................  $  461   $  450   $3,903
General and administrative expenses.........................   1,200    1,100    1,093
Casualty insurance premiums.................................   4,957    3,306    2,169
Interest (income) charges...................................      10       40     (172)
Rent........................................................     285      269      106
                                                              ------   ------   ------
                                                              $6,913   $5,165   $7,099
                                                              ======   ======   ======

     Food services represent charges for meals for inmates at certain
correctional facilities operated by the Company. In third quarter 1995, the
Company began to provide its own in-house food services at all but one of its
facilities. General and administrative expenses represent charges for management
and support services. Beginning in Fiscal 1994, TWC provided various general and
administrative services to the Company under a Services Agreement. The Agreement
expired December 31, 1997 and provides for one year renewal periods at the
Company's option. Expenses under the Agreement for Fiscal 1997, Fiscal 1996 and
Fiscal 1995 were $1,200,000, $1,100,000 and $1,093,000, respectively. Casualty
insurance premiums related to workers' compensation, general liability and
automobile insurance coverage are provided through an insurance subsidiary of
TWC. In addition, the Company is charged or charges interest on intercompany
indebtedness at rates which reflect TWC's average interest costs on long-term
debt, exclusive of mortgage financing. For purposes of computing interest
expense (income) is calculated based on the average intercompany indebtedness.
The Company's corporate offices are located in TWC's corporate office building
for which it is allocated rent based upon space occupied under separate lease
agreements.
 
     Management believes that the difference between these expenses and those
that would have been incurred on a stand alone basis is not material.
 
                                      F-25
   162
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
11. STOCK OPTIONS
 
     The Company has three stock option plans, the Wackenhut Corrections
Corporation 1994 Stock Option Plan (First Plan), the Wackenhut Corrections
Corporation Stock Option Plan (Second Plan) and the 1995 Non-Employee Director
Stock Option Plan (Third Plan).
 
     Under the First Plan, the Company may grant up to 897,600 shares of common
stock to key employees and consultants. All options granted under this plan are
exercisable at the fair market value of the common stock at date of grant, vest
100% after a minimum of six months and no later than ten years after the date of
grant.
 
     Under the Second Plan, the Company may grant options to key employees for
up to 1,500,000 shares of common stock. Under the terms of this plan, the
exercise price per share and vesting period is determined at the sole discretion
of the Board of Directors. All options that have been granted under this plan
are exercisable at the fair market value of the common stock at date of grant.
Generally, the options vest and become exercisable ratably over a five-year
period, beginning immediately on the date of grant. However, the Board of
Directors has exercised its discretion and has granted options that vest 100%
after a minimum of six months. All options under the Second Plan expire no later
than ten years after the date of grant.
 
     Under the Third Plan, the Company may grant up to 60,000 shares of common
stock to non-employee directors of the Company. Under the terms of this plan,
options are granted at the fair market value of the common stock at date of
grant, become 100% exercisable immediately, and expire ten years after the date
of grant.
 
     A summary of the status of the Company's three stock option plans as of
December 31, 1995, December 29, 1996, and December 28, 1997, and changes during
the years then ended is presented below:

                                              1997                   1996                    1995
                                       -------------------   ---------------------   ---------------------
                                                 WTD. AVG.               WTD. AVG.               WTD. AVG.
                                                 EXERCISE                EXERCISE                EXERCISE
                                       SHARES      PRICE      SHARES       PRICE      SHARES       PRICE
                                       -------   ---------   ---------   ---------   ---------   ---------
                                                                               
Outstanding at beginning of year.....  987,534    $ 7.13     1,210,132    $ 5.58     1,595,726    $ 2.32
Granted..............................  156,500     21.03        60,000     22.63       343,000     11.90
Exercised............................  230,550      7.16       258,598      2.96       709,394      1.38
Forfeited/Canceled...................   22,000     11.88        24,000     12.77        19,200      2.32
                                                             ---------               ---------
Options outstanding at end of year...  891,484      9.44       987,534      7.13     1,210,132      5.58
                                       =======               =========               =========
Options exercisable at year end......  629,084        --       744,734        --       939,732        --
                                       =======               =========               =========

     The following table summarizes information about the stock options
outstanding at December 28, 1997:

                                                      OPTIONS OUTSTANDING                 OPTIONS EXERCISABLE
                                          -------------------------------------------   -----------------------
                                             NUMBER         WTD. AVG.       WTD. AVG.     NUMBER      WTD. AVG.
                                          OUTSTANDING       REMAINING       EXERCISE    EXERCISABLE   EXERCISE
RANGE OF EXERCISE PRICES                  AT 12/28/97    CONTRACTUAL LIFE     PRICE     AT 12/28/97     PRICE
- ------------------------                  ------------   ----------------   ---------   -----------   ---------
                                                                                       
$ 1.20-$ 3.75...........................    496,984            6.3           $ 3.54       496,984      $ 3.54
$11.88-$13.75...........................    189,600            7.9            11.91        77,600       11.97
$16.63-$16.88...........................     15,000            9.2            16.77         7,000       16.86
$20.25-$29.56...........................    189,900            8.9            21.84        47,500       22.12
                                            -------                                       -------
                                            891,484                                       629,084
                                            =======                                       =======

     The Company accounts for these plans under APB Opinion No. 25, under which
no compensation cost has been recognized. Had compensation cost for these plans
been determined based on the fair value at date of
 
                                      F-26
   163
                       WACKENHUT CORRECTIONS CORPORATION
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
grant in accordance with FASB Statement No. 123, the Company's net income and
earnings per share would have been reduced to the pro forma amounts as follows:

PRO FORMA DISCLOSURES                                         1997           1996
- ---------------------                                     -------------  -------------
                                                                   
Pro forma net earnings..................................     $11,197        $7,750
Pro forma basic net earnings per share..................      0.51           0.37
Pro forma diluted net earnings per share................      0.49           0.35
Pro forma weighted average fair value of options             $11.07         $11.80
  granted...............................................
Risk free interest rates................................   5.52%-5.70%    6.25%-6.55%
Expected lives..........................................    4-8 years      4-8 years
Expected volatility.....................................       48%            46%

     Because the Statement 123 method of accounting has not been applied to
options granted prior to January 1, 1995, the resulting pro forma compensation
cost may not be representative of that to be expected in future years.
 
12. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
 
     Selected quarterly financial data for the Company and its subsidiaries for
the fiscal years ended December 28, 1997 and December 29, 1996 is as follows:

                                                             FIRST    SECOND     THIRD    FOURTH
                                                            QUARTER   QUARTER   QUARTER   QUARTER
                                                            -------   -------   -------   -------
                                                                              
1997
  Revenues................................................  $41,227   $51,509   $55,104   $59,090
  Operating income........................................    3,272     3,789     4,801     4,683
  Net income..............................................    2,581     2,723     3,188     3,383
  Basic earnings per share................................     0.12      0.12      0.14      0.15
  Diluted earnings per share..............................     0.11      0.12      0.14      0.15
1996
  Revenues................................................  $29,433   $33,416   $36,785   $38,149
  Operating income........................................    1,719     1,913     2,939     3,160
  Net income..............................................    1,468     1,814     2,411     2,568
  Basic earnings per share................................     0.07      0.08      0.11      0.12
  Diluted earnings per share..............................     0.07      0.08      0.11      0.11

                                      F-27
   164
======================================================
 
     NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES
OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT
RELATES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER
IN SUCH STATE. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
                             ---------------------
 
                               TABLE OF CONTENTS

                                            PAGE
                                            -----
                                         
Prospectus Summary........................      1
Risk Factors..............................     18
The Company...............................     34
Use of Proceeds...........................     38
Distributions.............................     39
Capitalization............................     42
Summary Selected Financial Information....     43
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations..............................     45
The Privatized Corrections Industry.......     48
Wackenhut Corrections Corporation.........     50
The Facilities............................     58
The Formation Transactions................     65
Relationship Between Wackenhut Corrections
  and the Company After the Formation
  Transactions............................     68
Policies and Objectives with Respect to
  Certain Activities......................     70
Operating Partnership Agreement...........     73
Leases....................................     75
Subleases.................................     80
Management................................     82
Certain Relationships and Transactions....     90
Principal Shareholders of the Company.....     91
Description of Shares of Beneficial
  Interest................................     92
Certain Provisions of Maryland Law and the
  Company's Declaration of Trust and
  Bylaws. ................................     96
Material Federal Income Tax
  Considerations..........................    101
ERISA Considerations......................    117
Underwriting..............................    120
Experts...................................    121
Legal Matters.............................    121
Available Information.....................    122
Glossary..................................    123
Index to Financial Statements.............    F-1

    UNTIL MAY 17, 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE SECURITIES OFFERED HEREBY, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
======================================================
======================================================
 
                                6,200,000 SHARES
 
                                  CORRECTIONAL
                                PROPERTIES TRUST
 
                                 COMMON SHARES
                             OF BENEFICIAL INTEREST
 
                                 CP TRUST LOGO
                               ------------------
 
                                   PROSPECTUS
 
                                 APRIL 22, 1998
 
                               ------------------
                              SALOMON SMITH BARNEY
                       PRUDENTIAL SECURITIES INCORPORATED
                          SBC WARBURG DILLON READ INC.
                             GENESIS MERCHANT GROUP
                                   SECURITIES
                          SUNTRUST EQUITABLE SECURITIES
 
======================================================