1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1998
 
                                                     REGISTRATION NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
                                   FORM S-11
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             ---------------------
 
                         CORRECTIONAL PROPERTIES TRUST
      (Exact Name of Registrant as Specified in its Governing Instruments)
 
                              4200 WACKENHUT DRIVE
                     PALM BEACH GARDENS, FLORIDA 33410-4243
                                 (561) 691-6644
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
 
                              MR. CHARLES R. JONES
                              4200 WACKENHUT DRIVE
                     PALM BEACH GARDENS, FLORIDA 33410-4243
                                 (561) 691-6644
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)
                             ---------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             ---------------------
 
                       WACKENHUT CORRECTIONS CORPORATION
           (Exact Name of Co-Registrant as Specified in its Charter)
 
                              4200 WACKENHUT DRIVE
                     PALM BEACH GARDENS, FLORIDA 33410-4243
                                 (561) 622-5656
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
 
                              JAMES P. ROWAN, ESQ.
                              4200 WACKENHUT DRIVE
                     PALM BEACH GARDENS, FLORIDA 33410-4243
                                 (561) 622-5656
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)
                             ---------------------
 
                        Copies of all communications to:

                                                      
              BRUCE I. MARCH, ESQ.                                 STEVEN L. LICHTENFELD, ESQ.
       AKERMAN, SENTERFITT & EIDSON, P.A.                               BATTLE FOWLER LLP
     ONE SOUTHEAST THIRD AVENUE, 28TH FLOOR                            75 EAST 55TH STREET
           MIAMI, FLORIDA 33131-1704                                 NEW YORK, NEW YORK 10022
                 (305) 374-5600                                           (212) 856-7000

                             ---------------------
 
    Approximate date of commencement of the proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

=======================================================================================================================
                                                              PROPOSED            PROPOSED
                                                               MAXIMUM             MAXIMUM             AMOUNT OF
        TITLE OF SECURITIES              AMOUNT BEING      OFFERING PRICE         AGGREGATE           REGISTRATION
          BEING REGISTERED              REGISTERED(1)         PER SHARE       OFFERING PRICE(2)           FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                                     
Common Shares of Beneficial
  Interest, par value $.001 per
  share                                7,130,000 shares        $21.00           $149,730,000           $44,170.35
=======================================================================================================================

(1) Includes 930,000 shares which may be purchased by the underwriters solely to
    cover over-allotments if any.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 under the Securities Act.
                             ---------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
   2
 
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
                 SUBJECT TO COMPLETION, DATED FEBRUARY 20, 1998
PROSPECTUS
                                6,200,000 SHARES
 
                         CORRECTIONAL PROPERTIES TRUST
                      COMMON SHARES OF BENEFICIAL INTEREST
                             ---------------------
 
    Correctional Properties Trust (together with its subsidiaries, the
"Company") was formed to own correctional and detention facilities and to
capitalize on the growing trend toward privatization in the correctional and
detention industry. The Company has established a strategic alliance with
Wackenhut Corrections Corporation (together with its subsidiaries, "Wackenhut
Corrections"), a leading domestic and international developer and operator of
privatized correctional and detention facilities, which the Company believes
will provide access to acquisition opportunities in the 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 under long-term, non-cancelable, triple net leases to
experienced facility operators. In connection with the offering (the "Offering")
of the Company's common shares of beneficial interest, par value $.001 (the
"Common Shares"), the Company will 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 also will have the option to acquire three additional correctional and
detention facilities currently under development by Wackenhut Corrections
(collectively, the "Option Facilities") that are expected to have an aggregate
design capacity of 2,256 beds, as well as the right, subject to certain limited
exceptions, to acquire each correctional or detention facility which Wackenhut
Corrections owns or has the right to acquire (the "Future Facilities", and
together with the Initial Facilities and the Option Facilities, the
"Facilities"). The Company will lease the Initial Facilities to Wackenhut
Corrections under long-term, non-cancelable, triple net leases (the "Leases")
and Wackenhut Corrections will continue to operate such facilities. The Company
will be a self-administered real estate investment trust ("REIT") and one of
only two publicly-traded REITs which focus on the ownership of correctional and
detention 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 ended June 30, 1998. See "Distributions." Upon
consummation of the Offering, the trustees and officers of the Company and
certain directors and officers of Wackenhut Corrections collectively will own,
or will have options to acquire, approximately 8.7% of the issued and
outstanding Common Shares. See "The Formation Transactions."
 
    Application will be made to list the Common Shares on the New York Stock
Exchange. Prior to the Offering, there has not been a public market for the
Common Shares. It is currently estimated that the initial public offering price
per Common Share will be between $19.00 and $21.00. See "Underwriting" for
information relating to the factors to be considered in determining the initial
public offering price. To assist the Company in complying with certain
qualification requirements applicable to REITs, 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."
 
     SEE "RISK FACTORS" BEGINNING ON PAGE 16 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE COMMON SHARES, INCLUDING:
 
    - Dependence on rent payments from Wackenhut Corrections for all or
     substantially all of the Company's initial income;
 
    - Conflicts of interest between the Company and Wackenhut Corrections, all
     of which could lead to decisions that do not reflect the best interests of
     the Company's shareholders;
 
    - Risks associated with 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;
 
    - Risks associated with the lack of appraisals of the Initial Facilities,
     including the possibility that the purchase prices paid by the Company for
     the Initial Facilities may exceed the fair market value of such facilities;
 
    - 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;
 
    - Risks affecting real estate investments generally, including risks related
     to economic and other conditions which may adversely affect real estate
     investments, uncertainty as to valuation and the relative illiquidity of
     real estate investments, risks related to acquisition and expansion,
     potential liability for unknown or future environmental matters and the
     possibility that a facility could sustain an uninsured loss; and
 
    - Risks associated with governmental entities' rights to assume certain
     subleases and occupy certain of the Facilities at rental rates that may be
     less than the rental rates payable under the Leases or governmental
     entities' rights to purchase certain of the Facilities at a purchase price
     that may be less than their fair market values.
                             ---------------------
 
  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                                                         $                        $                        $
- ---------------------------------------------------------------------------------------------------------------------------------
Total(3)                                                          $                        $                        $
=================================================================================================================================

(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 $1,500,000, 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 $      , $      and $      , 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           , 1998 at
the offices of Smith Barney Inc., 333 West 34th Street, New York, New York
10001.
                             ---------------------
 
                              SALOMON SMITH BARNEY
          , 1998
   3
 
          [MAP, PHOTOGRAPHS AND/OR CHARTS TO BE INCLUDED BY AMENDMENT]
 
     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."
   4
 
                               TABLE OF CONTENTS

                                                              PAGE
                                                              ----
                                                           
PROSPECTUS SUMMARY..........................................    1
  The Company...............................................    1
  Risk Factors..............................................    3
  Business and Growth Strategies of the Company.............    4
  The Facilities............................................    5
  The Privatized Corrections Industry.......................    6
  Wackenhut Corrections Corporation.........................    7
  The Formation Transactions................................    8
  Structure of the Company..................................   11
  The Offering..............................................   12
  Distributions.............................................   12
  Tax Considerations and Tax Status of the Company..........   13
  Selected Historial Pro Forma Financial Data...............   14
RISK FACTORS................................................   16
  The Dependence on Wackenhut Corrections as the Lessee of
   the Facilities for the Company's Initial Revenues and
   Ability to Make Distributions............................   16
  Conflicts of Interest.....................................   17
     General................................................   17
     No Arm's-Length Bargaining.............................   17
     Benefits to Wackenhut Corrections......................   18
  Lack of Control Over Day-to-Day Operations of the
     Facilities.............................................   18
  Lack of Appraisals of the Facilities; No Assurance as to
     Value..................................................   19
  Privatized Corrections Industry Risks.....................   19
     Limited Contract Duration..............................   19
     Reliance Upon Government Appropriations for Payment
      Under Awarded Contracts...............................   19
     Governmental Regulation: Oversight, Audits and
      Investigations........................................   20
     Possible Fluctuations in Occupancy Levels..............   20
     Limited Acceptance of Private Prison Operation.........   20
     Community Opposition to Facility Location and Adverse
      Publicity.............................................   20
     Potential Legal Proceedings............................   21
  Real Estate Investment Risks..............................   21
     General................................................   21
     Valuation and Liquidity Risks..........................   21
     Acquisition and Expansion Risks........................   21
     Environmental Matters..................................   22
     Uninsured Losses.......................................   22
  Limitations on the Operational Flexibility of the
     Company................................................   22
  Risks Related to Distribution Policy......................   22
  Risks Associated with Permitted Subleases.................   23
  Tax Risks.................................................   23
     Failure of Company to Qualify as a REIT................   23
     Adverse Effects of REIT Minimum Distribution
      Requirements..........................................   24
     Consequences of Failure to Qualify as a Partnership....   25
  Limited Operating History of the Facilities...............   25
  Lack of Operating History of the Company..................   25
  Changes in Investment and Financing Policies Without Vote
     of Shareholders........................................   25

                                        i
   5

                                                              PAGE
                                                              ----
                                                           
  No Prior Market for Common Shares; Factors Affecting
     Market Price...........................................   25
  Debt Risks................................................   26
     Dependence on and Adverse Consequences of Debt.........   26
     Risks of Leverage; No Limitation on Indebtedness.......   26
  Potential Anti-Takeover Effect of Certain Provisions of
   Maryland Law and the Company's Declaration of Trust and
   Bylaws...................................................   27
     Ownership Limit Necessary to Maintain REIT
      Qualification.........................................   27
     Super-Majority Vote of Trustees........................   27
     Preferred Shares.......................................   28
     Staggered Board........................................   28
     Maryland Business Combination Law......................   28
     Maryland Control Share Acquisition Statute.............   28
  Dependence on Key Personnel...............................   29
  ERISA Risks...............................................   29
  Adverse Effect of Increase in Interest Rates on Price of
     Common Shares..........................................   29
THE COMPANY.................................................   30
  General...................................................   30
  Business and Growth Strategies............................   31
     Acquisition Opportunities..............................   31
     Expansion Opportunities................................   32
     Rent Escalations.......................................   32
  The Operating Partnership.................................   32
USE OF PROCEEDS.............................................   33
DISTRIBUTIONS...............................................   34
CAPITALIZATION..............................................   37
PRO FORMA FINANCIAL STATEMENTS..............................   38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS..................................   41
  General...................................................   41
  Results of Operations.....................................   41
  Pro Forma Results of Operations...........................   41
  Liquidity and Capital Resources...........................   41
  Funds from Operations.....................................   42
  Inflation.................................................   43
THE PRIVATIZED CORRECTIONS INDUSTRY.........................   44
WACKENHUT CORRECTIONS CORPORATION...........................   46
  General...................................................   46
  Certain Selected Financial Information of Wackenhut
     Corrections............................................   47
  Management's Discussion and Analysis of Financial
     Condition and Results of Operations of
   Wackenhut Corrections....................................   49
     Results of Operations..................................   49
     Financial Condition....................................   51
     Year 2000..............................................   53
     Interest Rate Sensitivity..............................   53
     Inflation..............................................   53
  Incorporation of Certain Documents by Reference...........   53
THE FACILITIES..............................................   54
  The Initial Facilities....................................   54
  The Option Facilities.....................................   57

                                       ii
   6

                                                              PAGE
                                                              ----
                                                           
  Ownership of the Facilities...............................   58
  The Excluded Properties...................................   58
  Bank Credit Facility......................................   58
  Legal Proceedings.........................................   59
  Competition...............................................   59
  Government Regulation.....................................   59
     Corrections Industry Regulations.......................   59
     Environmental Matters..................................   59
     Americans with Disabilities Act........................   60
THE FORMATION TRANSACTIONS..................................   61
  Advantages and Disadvantages to Unaffiliated
     Shareholders...........................................   62
  Benefits to Wackenhut Corrections and Certain
     Affiliates.............................................   62
RELATIONSHIP BETWEEN WACKENHUT CORRECTIONS AND THE COMPANY
 AFTER THE FORMATION TRANSACTIONS...........................   64
POLICIES AND OBJECTIVES WITH RESPECT TO CERTAIN
  ACTIVITIES................................................   66
  Investment Policies.......................................   66
  Disposition Policies; Wackenhut Corrections' Right of
     First Refusal..........................................   66
  Financing Policies........................................   67
  Working Capital Reserve Policies..........................   67
  Conflicts of Interest Policies............................   67
     Declaration of Trust and Bylaw Provisions..............   67
  Other Policies............................................   68
OPERATING PARTNERSHIP AGREEMENT.............................   69
  Management................................................   69
  Transferability of Interests..............................   69
  Capital Contribution......................................   69
  Operations................................................   69
  Distributions and Allocations.............................   70
  Term......................................................   70
  Tax Matters...............................................   70
LEASES......................................................   71
  Use of the Facilities.....................................   71
  Amounts Payable Under the Leases; Net Provisions..........   71
  Maintenance, Modification and Capital Additions...........   71
  Insurance.................................................   72
  Environmental Matters.....................................   72
  Assignment and Subletting.................................   73
  Damage to, or Condemnation of, a Leased Property..........   73
  Indemnification Generally.................................   74
  Events of Default.........................................   74
SUBLEASES...................................................   75
  The Broward Facility Sublease.............................   75
  The McFarland Facility, the Central Valley Facility, the
     Golden State Facility and the Desert View Facility
     Subleases..............................................   75
  The Michigan Facility Sublease............................   76
  The Jena Facility.........................................   77

                                       iii
   7

                                                              PAGE
                                                              ----
                                                           
MANAGEMENT..................................................   78
  Trustees and Executive Officers...........................   78
  Committees of the Board of Trustees.......................   80
     Company Independent Committee..........................   80
     Audit Committee........................................   81
     Compensation Committee.................................   81
     Executive Committee....................................   81
  Compensation of Trustees..................................   81
  Indemnification...........................................   81
  Executive Compensation....................................   82
  Incentive Compensation....................................   82
  Employee Option Plan......................................   82
     Awards Available for Issuance under the Employee Option
      Plan..................................................   82
     Shares Subject to the Employee Option Plan.............   83
  Non-Employee Trustee Option Plan..........................   83
     Shares Subject to the Non-Employee Trustee Option
      Plan..................................................   83
     Transferability........................................   84
     Eligibility............................................   84
     Options................................................   84
  Deferred Compensation Plan................................   84
CERTAIN RELATIONSHIPS AND TRANSACTIONS......................   85
  Initial Facilities........................................   85
  Option Facilities.........................................   85
  Leases....................................................   85
  Right to Purchase.........................................   85
PRINCIPAL SHAREHOLDERS OF THE COMPANY.......................   86
DESCRIPTION OF SHARES OF BENEFICIAL INTEREST................   87
  General...................................................   87
  Common Shares.............................................   87
  Preferred Shares..........................................   88
  Power to Issue Additional Shares and Preferred Shares.....   88
  Restrictions on Ownership.................................   88
CERTAIN PROVISIONS OF MARYLAND LAW AND OF THE COMPANY'S
 DECLARATION OF TRUST AND BYLAWS............................   91
  Classification and Removal of Trustees....................   91
  Meetings of Shareholders..................................   91
  Limitations on Shareholder Liability......................   92
  Super-Majority Vote of Trustees...........................   92
  Business Combinations.....................................   92
  Control Share Acquisitions................................   93
  Interested Trustee Transactions...........................   93
  Amendments to the Declaration of Trust and Bylaws.........   94
  Dissolution of the Company................................   94
  Restrictions on Investment................................   94
  Limitations on Changes in Control.........................   94
  Limitation of Liability and Indemnification of Trustees...   94
  Transfer Agent and Registrar..............................   95

                                       iv
   8

                                                              PAGE
                                                              ----
                                                           
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS..................   96
  Taxation of the Company as a REIT.........................   96
     General................................................   96
     Requirements for Qualification.........................   97
     Income Tests...........................................   98
     Prepaid Rent...........................................  102
     Other Issues...........................................  102
     Asset Tests............................................  103
     Annual Distribution Requirements.......................  103
  Failure to Qualify as a REIT..............................  103
  Taxation of Taxable Domestic Shareholders.................  104
     Backup Withholding.....................................  105
  Taxation of Tax-Exempt Shareholders.......................  105
  Taxation of Non-Domestic Shareholders.....................  106
     Ordinary Dividends.....................................  106
     Return of Capital......................................  107
     Capital Gain Dividends.................................  107
     Sales of Shares........................................  107
     Treaty Benefits........................................  108
  Tax Aspects of the Operating Partnership..................  108
     Classification as a Partnership........................  108
  Income Taxation of the Operating Partnership and its
     Partners...............................................  110
     Operating Partnership Allocations......................  111
     Basis in Operating Partnership Interest................  111
ERISA CONSIDERATIONS........................................  112
  Employee Benefit Plans, Tax-Qualified Retirement Plans and
     IRAs...................................................  112
  Status of the Company Under ERISA.........................  113
UNDERWRITING................................................  115
EXPERTS.....................................................  116
LEGAL MATTERS...............................................  116
AVAILABLE INFORMATION.......................................  116
GLOSSARY....................................................  118
INDEX TO FINANCIAL STATEMENTS...............................  F-1

                            ------------------------
 
                              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.
 
                                        v
   9
 
                               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) an initial public offering price (the
"Offering Price") per common share of beneficial interest, par value $.001 per
share (the "Common Shares"), of $20.00 (the mid-point of the range of estimated
initial public offering prices set forth on the cover page of this Prospectus),
(ii) the consummation of the Formation Transactions (as hereinafter defined),
and (iii) the Underwriters' over-allotment option is not exercised. Unless the
context requires otherwise, (a) the term "Company," as used herein, includes
Correctional Properties Trust, its wholly-owned subsidiary, 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 to own correctional and detention facilities and to
capitalize on the growing trend toward privatization in the corrections
industry. The Company has established a strategic alliance with Wackenhut
Corrections, a leading domestic and international developer and operator of
privatized correctional and detention facilities, which the Company believes
will provide access to acquisition opportunities in the 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 under long-term, non-cancelable, triple net leases to
experienced correctional and detention facility operators. The Company intends
to operate as a real estate investment trust ("REIT") and will be one of only
two publicly-traded REITs which focus on the acquisition and ownership of
correctional and detention facilities.
 
     Upon consummation of the offering of the Common Shares (the "Offering"),
the Company will 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, as well as
the right for a period of 15 years from the consummation of the Offering, to
acquire subject to certain limited exceptions, each correctional or detention
facility which Wackenhut Corrections owns or has the right to acquire (the
"Future Facilities," and together with the Initial Facilities and the Option
Facilities, the "Facilities"). See "The Formation Transactions."
 
     In order to qualify as a REIT, the Company may not operate correctional and
detention facilities. As a result, the Company will lease the Initial Facilities
to Wackenhut Corrections pursuant to long-term, non-cancelable, triple net
leases (the "Leases"), which will require Wackenhut Corrections to pay all
operating expenses, taxes, insurance, structural and non-structural repairs and
other costs. Each of the Leases will provide for an initial term of 10 years and
may be extended by Wackenhut Corrections for three additional five-year terms at
fair market rental rates, subject to certain limited exceptions. 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 CPI (as hereinafter defined),
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").
 
     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
                                        1
   10
 
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 industry knowledge, experience and contacts of the
members of its Board of Trustees (the "Board of Trustees") and management team,
(ii) its strategic alliance with Wackenhut Corrections, a leader in the
privatized corrections industry, and (iii) its access to capital as a
publicly-traded company.
 
     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 14 and 9 years of experience, respectively, in the privatized
corrections industry. Wackenhut Corrections was founded in 1984 by Dr. Zoley as
a division of The Wackenhut Corporation to capitalize on emerging opportunities
in the privatized corrections industry. According to the Privatization Reports,
as of December 31, 1996, Wackenhut Corrections was 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. Upon consummation of the Offering, the trustees and officers of the
Company and certain of the directors and officers of Wackenhut Corrections and
its affiliates will collectively own, or have options to acquire, 8.7% of the
issued and outstanding Common Shares at the initial public offering price (the
"Offering Price").
 
                                  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 or
      substantially 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 or delay in making
      rent payments in the event of the insolvency of Wackenhut Corrections and
      (iii) 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;
 
     - Conflicts of interest between the Company and Wackenhut Corrections, all
      of which could lead to decisions that do not reflect the best interests of
      the Company and its shareholders, 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;
 
     - Risks associated with 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;
 
                                        2
   11
 
     - Risks associated with the 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;
 
     - 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;
 
     - 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, (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;
 
     - Risks associated with governmental entities' rights 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 governmental entities' rights to purchase
      certain Facilities at a purchase price which may be less than their fair
      market values;
 
     - Risks associated with distributing at least 91.8% of the estimated Cash
      Available for Distribution (as hereinafter defined), including the risk
      that actual Cash Available for Distribution may be insufficient to allow
      the Company to maintain its proposed initial annual distribution rate of
      $1.40 per Common Share;
 
     - Tax risks, including 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;
 
     - 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;
 
     - 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;
 
     - 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 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, and (v) certain other provisions contained in the organizational
      documents of the Company and the Operating Partnership, 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;
 
     - 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;
 
     - The dependence on certain key personnel, including Dr. George C. Zoley,
      Chairman of the Company, and Charles R. Jones, President and Chief
      Executive Officer and a trustee of the Company;
 
     - The ability of the Board of Trustees to change the Company's investment,
      financing, distribution and other policies at any time without shareholder
      approval; and
 
     - The possible adverse effect of an increase in interest rates on the
      market price of the Common Shares.
 
                                        3
   12
 
                 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 Company believes that attractive opportunities exist to acquire or
develop correctional and detention facilities from or on behalf of private
prison owners and operators and various governmental entities due to the
increasing demand for additional prison beds and the lack of public funds
available to finance new facilities. The Company believes it has a competitive
advantage in the acquisition of new correctional and detention facilities due to
(i) its strategic alliance with Wackenhut Corrections (which, among other
things, provides the Company the option to acquire any of the Option Facilities
and, with certain limited exceptions, the right to acquire any of the Future
Facilities), (ii) the industry knowledge, experience and contacts of members of
its Board of Trustees and management team, and (iii) its access to significant
capital resources as a publicly-traded company.
 
     The Company also believes that there are opportunities for selective
expansion of existing correctional and detention facilities which will 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 will
result in correspondingly higher rental payments. Wackenhut Corrections has, to
date, undertaken expansion of seven of the correctional and detention facilities
owned or operated by it, and believes that there are additional opportunities to
further expand a number of the Facilities.
 
     The Leases provide the Company with a stable source of cash flow. The base
rent for the first year for each Initial Facility is initially set at a fixed
amount equal to 9.5% of the Initial Facility Purchase Price. Thereafter, the
base rent will escalate annually by the Base Rent Escalation.
 
                                        4
   13
 
                                 THE FACILITIES
 
     The Company will enter into a series of Purchase Agreements (as hereinafter
defined) pursuant to which it will acquire the eight Initial Facilities and a
series of Option Agreements (as hereinafter defined) pursuant to which it will
have the option to acquire each of the three Option Facilities at any time
during the applicable Option Facility Option Period (as hereinafter defined).
The Company will also enter into the Right to Purchase Agreement (as hereinafter
defined) pursuant to which it will have the right, with certain limited
exceptions, to acquire any Future Facility during the applicable Future Facility
Option Period. The following is a summary of certain information with respect to
the Initial Facilities and the Option Facilities.
 
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 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.

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

- ---------------
 
(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. The Company believes
    design capacity is an appropriate measure 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 of each facility.
(3) The United States Immigration and Naturalization Service.
(4) The State of California Department of Corrections.
(5) The Broward County Sheriff's Office.
 
                                        5
   14
 
THE OPTION FACILITIES
 
     The Company will have the option to purchase each of the three Option
Facilities until the earlier of (i) four years from receipt of a certificate of
occupancy for such facility, or (ii) six months after the 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 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"). If acquired, the Company
will lease the Option Facilities to Wackenhut Corrections 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.

                                                                                                        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  Juvenile       MDOC(1)       Maximum         480       2nd Quarter, 1999       10
  Facility.................
  Lake County, MI            Correctional
                             Facility
Jena Juvenile Justice        Juvenile       LDOC(2)       Multi-          276       3rd Quarter, 1998       10
  Center...................
  Jena, LA                   Correctional                 Security
                             Facility
Lawton Correctional          Prison         (3)           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) Wackenhut Corrections commenced construction of this facility in January
    1998 and intends to respond to a request for proposals issued by the State
    of Oklahoma Department of Corrections soliciting proposals for up to 2,500
    beds.
 
                      THE PRIVATIZED CORRECTIONS INDUSTRY
 
     The corrections industry 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%.
 
     As a result of this increase in the inmate population, the Bureau of
Justice Statistics reports that state prison systems were operating at
approximately 16% to 24% overcapacity and the federal corrections system was
operating at approximately 25% overcapacity, as of December 31, 1996.
Furthermore, the Company
 
                                        6
   15
 
believes that 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. During the period from 1984 to 1996, the number of
beds under management at adult privatized correctional and detention facilities
in the United States increased from 885 to 77,584, with the majority of this
growth occurring since 1989. During 1996, the number of beds under management or
construction at adult privatized correctional and detention facilities in the
United States increased from 57,609 to 77,584, representing an increase of
approximately 35%.
 
     Additionally, according to the Privatization Reports, as of December 31,
1996, 27 United States jurisdictions (including the District of Columbia and
Puerto Rico) had awarded correctional and detention facility management
contracts to private operators. There were, as of such date, a total of 118
facilities with a design capacity of 77,584 beds under management or
construction in the United States, of which Wackenhut Corrections had 29
facilities containing an aggregate of 21,143 beds under contract or award. The
Company believes this rapid privatization has been fueled by agencies at all
levels 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 entities
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 further 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
strategic alliance with Wackenhut Corrections presents a unique growth
opportunity.
 
                       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. Wackenhut Corrections presently has under
contract or award 46 correctional and detention facilities, 35 of which are in
operation and 11 of which are under development, with an aggregate design
capacity of 30,268 beds. In addition, as of January 30, 1998, Wackenhut
Corrections had outstanding written responses to governmental bid requests known
as Requests for Proposals ("RFPs") for seven projects with an aggregate design
capacity of 1,819 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, develop-
                                        7
   16
 
ment 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 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, or a subsidiary thereof, will be the lessee of the
Initial Facilities and, if acquired, the Option Facilities. In situations where
a subsidiary of Wackenhut Corrections is the lessee under a Lease, Wackenhut
Corrections will nonetheless be a party to and be primarily liable under such
Lease. 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.
 
                           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.  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, which will, in turn,
      contribute such proceeds to 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.
 
     - Purchase Agreements.  The Company will enter into a series of purchase
      and sale agreements (the "Purchase Agreements") 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 a series of option
      agreements (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 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 Wackenhut
 
                                        8
   17
 
      Corrections is obligated under an unexpired sublease with respect to such
      Facility to continue to provide services to a contracting governmental
      entity. 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.  The Company will enter into a right to
      purchase agreement (the "Right to Purchase Agreement") with Wackenhut
      Corrections pursuant to which the Company will have the right, subject to
      certain limited exceptions, to acquire and lease back to Wackenhut
      Corrections each of the Future Facilities at any time until the earlier of
      (i) four years from the receipt of a certificate of occupancy for a
      facility developed by Wackenhut Corrections or from the date of
      acquisition of a facility acquired by Wackenhut Corrections, or (ii) six
      months after the facility achieves an occupancy level of 75% of the number
      of beds authorized under the certificate of occupancy for the facility
      (the "Future Facility Option Period"). The purchase price for each Future
      Facility provided Wackenhut Corrections owns or has the right to acquire
      such facility and that time (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. 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 the Right to
      Purchase Agreement, Wackenhut Corrections will have a right of first
      refusal on the proposed sale by the Company of any Future Facility. The
      Right to Purchase Agreement will expire 15 years after the consummation of
      the Offering.
 
     - Credit Facility.  Following the consummation of the Offering, the Company
      expects to establish a $75 million line of credit (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.
 
     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 and Chief Executive Officer of Wackenhut Corrections,
together with three other trustees of the Company who are also employees or
directors 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 inconsistent with 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:
 
     - Wackenhut Corrections will receive approximately $113.0 million in cash
      for the three Initial Facilities owned by it and its right to acquire the
      remaining five Initial Facilities. The estimated historical cost of the
      Initial Facilities was approximately $95.5 million;
                                        9
   18
 
     - In the event the Company elects to exercise its option to acquire any or
      all of three Option Facilities, Wackenhut Corrections could receive
      approximately $109.7 million in cash;
 
     - Wackenhut Corrections will use certain of the proceeds from the sale of
      the Initial Facilities to repay certain indebtedness incurred in
      connection with the development or acquisition of such facilities;
 
     - Approximately $55.4 million in outstanding indebtedness under the
      Wackenhut Lease Facility (as hereinafter defined) which is guaranteed in
      part by Wackenhut Corrections, will be repaid upon the sale of certain of
      the Initial Facilities to the Company;
 
     - Wackenhut Corrections will expand its business development opportunities
      because of the increased access to capital available through its strategic
      alliance 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 will accelerate the vesting of 18,300 options to
      purchase shares of Wackenhut Corrections' common stock which are currently
      held by Charles R. Jones, the Company's President and Chief Executive
      Officer. Mr. Jones has advised the Company that he will exercise these
      options, as well as 10,200 vested options to purchase shares of Wackenhut
      Corrections common stock held by him, and will dispose of all such shares
      received by him upon exercise thereof prior to the consummation of the
      Offering;
 
     - 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, in connection with 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;
 
     - Mr. Jones and Patrick Hogan, the Company's Chief Financial Officer, each
      of whom have agreed to resign their positions with Wackenhut Corrections
      upon consummation of the Offering, will 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 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.
 
                                       10
   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) Prior to consummation of the Offering, WCC RE Holdings, Inc., a wholly owned
    subsidiary of Wackenhut Corrections, will be merged with and into WCC RE
    Holdings LLC ("WCCRE LLC"), which will, prior to the consummation of the
    Offering, be formed as a wholly-owned subsidiary of Wackenhut Corrections,
    with WCCRE LLC being the surviving entity.
(2) The Operating Partnership will lease the following Initial Facilities 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").
(3) The Operating Partnership will lease the following facilities to WCCRE LLC,
    each of which will in turn be subleased to Wackenhut Corrections: the
    Broward County Work Release Center (the "Broward Facility"); the Central
    Valley Correctional Facility (the "Central Valley Facility"); the Golden
    State Correctional Facility (the "Golden State Facility"); the Desert View
    Correctional Facility (the "Desert View Facility"); and the McFarland
    Community Correctional Facility (the "McFarland Facility"). See "Subleases."
 
                                       11
   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 general
                             corporate purposes. See "Use of Proceeds,"
                             "Capitalization" and "The Formation Transactions."
 
Proposed New York Stock
  Exchange ("NYSE")
  symbol...................
- ---------------
 
(1) Excludes 620,000 Common Shares reserved for issuance under the Correctional
    Properties Trust 1998 Employee Share Option Plan (the "Employee Option
    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 Option
    Plan, the "Plans"), of which 590,000 Common Shares will be subject to
    outstanding options at the closing of the Offering. See
    "Management -- Employee Option 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 $     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 distribution rate of $1.40
or 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 pro forma Cash Available for Distribution for the 12
months ended December 31, 1997, which was derived from the Company's Pro Forma
Funds from Operations (as defined in Note (e) to Pro Forma Statement of
Operations) for the 12 months ended December 31, 1997. Funds From Operations (as
hereinafter defined) 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 expected distribution for the 12
months following completion of the Offering will equal approximately 91.8% of
the pro forma Cash Available for Distribution for the 12 months ending December
31, 1997. The Company's estimate of pro forma 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 estimated Pro Forma
Statement of Operations for the 12 months ending December 31, 1997, the Company
estimates that approximately 25% to 30% of the anticipated initial annual
distribution to shareholders would have represented a return of capital for
federal income tax purposes and that the Company would have been required to
distribute $6.5 million or $1.06 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 pro forma Cash Available for
Distribution and related assumptions.
 
                                       12
   21
 
                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. Although the Company does not intend to request a ruling from the
Internal Revenue Service (the "IRS") as to its REIT status, the Company will
receive, at the closing of the Offering, the opinion of its legal counsel,
Akerman, Senterfitt & Eidson, P.A., that the Company qualifies for taxation as a
REIT, which opinion will not be binding on the IRS or the courts. 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." In addition, the opinion is based upon the Code, Treasury
Regulations (as hereinafter defined), 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 (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."
 
                SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
 
     The following table sets for (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
Formation Transaction 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 Formation Transactions had occurred on December 31, 1997.
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
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 for any future period.
 
                                       13
   22
 
                    SUMMARY PRO FORMA FINANCIAL INFORMATION
 
                         CORRECTIONAL PROPERTIES TRUST

                                                                  PRO FORMA
                                                              -----------------
                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                               (IN THOUSANDS,
                                                              EXCEPT PER SHARE
                                                                    DATA)
                                                           
OPERATING DATA:
Revenue:
  Rental income(1)..........................................       $11,294
Costs and expenses:
  Operating and administrative(2)...........................         1,340
  Interest expense(3).......................................           438
  Provision for depreciation and amortization(4)............         2,624
                                                                   -------
          Total costs and expenses..........................         4,402
                                                                   -------
Net income..................................................       $ 6,892
                                                                   =======
Net income per share:
  Basic.....................................................       $  1.11
  Diluted...................................................          1.11
Weighted average number of shares outstanding(5):
  Basic.....................................................         6,200
  Diluted...................................................         6,200
OTHER DATA:
Funds from operations(6)....................................       $ 9,516
Cash available for distribution(7)..........................         9,451
Distributions...............................................         8,680
Distributions per share.....................................          1.40

                                                                                     HISTORICAL
                                                                  PRO FORMA            AS OF
                                                                    AS OF           FEBRUARY 20,
                                                              DECEMBER 31, 1997         1998
                                                              -----------------   ----------------
                                                                            
BALANCE SHEET DATA:
Notes payable...............................................      $     --            $     --
Real estate before accumulated depreciation.................       113,041                  --
Total assets................................................       113,820                   3
Shareholders' equity........................................       113,820                   3

- ---------------
 
(1) Rental income from Wackenhut Corrections recorded in accordance with the
    terms of the Leases as if the Initial Facilities had been in operation at
    the leased design capacity for the entire period. The Company will lease the
    Initial Facilities to Wackenhut Corrections under operating leases.
(2) Recurring administrative expenses of the Company, including franchise and
    excise taxes, based upon management's estimates of operating and
    administrative costs.
(3) Amortization of up-front fees and unused fees on the Bank Credit Facility.
(4) Depreciation expense on fixed assets purchased from Wackenhut Corrections
    based on the estimated useful lives of the Facilities.
(5) Weighted average shares outstanding including the 1,000 founder's shares, no
    restricted shares are being issued to management and Common Shares sold in
    the Offering as if such shares were outstanding for the entire period.
(6) Management believes "Funds from Operations" (as hereinafter defined) 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 defined by the Board
    of Governors of the National Association of Real Estate Investment Trusts
    ("NAREIT") 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 depreciation and amortization on
    real estate assets, and after adjustments for unconsolidated partnerships
    and joint ventures and, accordingly, may not be comparable to other REITs'
    Funds From Operations calculated under a
 
                                       14
   23
 
    differing methodology. See "Management's Discussion and Analysis of
    Financial Condition and Results of Operations -- Funds from Operations."
    Funds from Operations should be examined in conjunction with net income as
    presented.

                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                               (IN THOUSANDS)
                                                           
CALCULATION OF FUNDS FROM OPERATIONS:
  Pro forma net income......................................       $6,892
  Plus: Pro forma real estate depreciation and
    amortization............................................        2,624
                                                                   ------
  Pro forma funds from operations...........................       $9,516
                                                                   ======

    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.
 
(7) Calculation of Cash Available for Distribution:

                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                           
Pro forma funds from operations.............................       $9,516
Less: Net effect of straight-line rents.....................         (555)
Plus: Amortization of non-cash compensation charge..........          240
Plus: Amortization of up-front fees.........................          250
                                                                   ------
Pro forma cash available for distribution...................       $9,451
                                                                   ======

     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.
 
                                       15
   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 ON WACKENHUT CORRECTIONS AS THE LESSEE OF THE FACILITIES FOR THE
COMPANY'S INITIAL REVENUES AND ABILITY TO MAKE DISTRIBUTIONS
 
     Wackenhut Corrections (either directly or through WCCRE LLC) 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."
 
     As of December 28, 1997, Wackenhut Corrections had a net worth of $102.3
million. In addition, as of that date, Wackenhut Corrections had outstanding
$69.0 million of guarantees under the Wackenhut Lease Facility (as hereinafter
defined), as well as significant rental obligations under operating leases. See
Note 7 to Wackenhut Corrections' Consolidated Financial Statements. Wackenhut
Corrections also has $151.0 million available under the Wackenhut Lease Facility
and $30.0 million available under its revolving credit facility that can be
drawn at any time to fund future expansion. 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. See "Wackenhut Corrections
Corporation."
 
     To the extent that any of the lessees of the Company's facilities,
including Wackenhut Corrections or WCCRE LLC, 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 from the rejection by a debtor of a lease of real
property (or rejection of a guarantee of a
 
                                       16
   25
 
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.
 
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's shareholders. The
following description sets forth the principal conflicts of interest, including
the relationships through which they arise, 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 lease, acquisition,
disposition, operation and management of the Initial Facilities and, if
acquired, the Option Facilities and the Future Facilities. In addition, Charles
R. 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 T. Hogan, Chief Financial Officer, 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. 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 (as hereinafter defined).
 
     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 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
 
                                       17
   26
 
any increased rents or operation 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 two of the Company's trustees (Messrs.
Jones and Travisano) currently 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) receipt by Wackenhut Corrections of
approximately $113.0 million in cash in exchange for the Initial 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 Corrections' release from approximately $55.4 million in
guarantees resulting from the use of the proceeds from the sale of the Initial
Facilities, 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.
 
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
                                       18
   27
 
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. See "Risk Factors-- Risks Associated with Permitted Subleases."
 
LACK OF APPRAISALS OF THE FACILITIES; NO ASSURANCE AS TO VALUE
 
     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 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. 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.
 
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 are 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 management contracts 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
five 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. Additionally, the contracting governmental agency
typically may terminate a facility contract without cause by giving adequate
written notice. Each of the Facilities is operated by Wackenhut Corrections
pursuant to an agreement with the relevant governmental entity, and therefore
there can be no assurance that contracts with the governmental entity will not
be terminated in the event that Wackenhut Corrections is evicted for failure to
make timely payment of rent to the Company. In such event the Company would be
required to retain a replacement lessee to lease the subject Facility. The
Company's ability to attract a replacement lessee will 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 management contracts 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
                                       19
   28
 
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 management contract by any government 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
management contracts 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.
 
  Possible Fluctuations in Occupancy Levels
 
     A substantial portion of a correctional facility operator's revenues are
generated under facility management contracts that specify a net rate per day
per inmate (the "Per Diem Rate") based upon occupancy levels (some facility
management contracts 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 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
                                       20
   29
 
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 or property damage despite contractual provisions in its leases
with Wackenhut Corrections and other operators providing for indemnity against
such claims. Each of the foregoing factors, among others, either individually or
collectively, could adversely affect a private prison operator's or governmental
entity's ability to generate revenues or make lease payments to the Company,
which may, therefore, affect the Company's ability to make expected
distributions to its shareholders.
 
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.
 
  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.
 
                                       21
   30
 
  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, with the exception of
the Aurora Facility, the Queens Facility and the Karnes Facility. A satisfactory
Phase I environment assessment will, however, be obtained for each such facility
prior to the Company's acquisition of any of these 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, flood (for certain Facilities) and extended insurance coverage
with respect to such properties with policy specifications and insurance limits
customarily carried for similar properties. There are, however, certain types of
losses (such as losses resulting from earthquakes) 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.
 
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.
 
RISKS RELATED TO DISTRIBUTION POLICY
 
     The Company's estimated initial annual distribution rate to shareholders is
91.8% 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
 
                                       22
   31
 
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.
 
RISKS ASSOCIATED WITH PERMITTED SUBLEASES
 
     The provisions of certain existing operating agreements between Wackenhut
Corrections and the respective contracting governmental entities afford the
governmental entity the right to assume the lease of the subject 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 or 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 WCC RE Holdings, Inc. ("WCCRE
Inc."), a wholly-owned subsidiary of Wackenhut Corrections and the predecessor
of WCCRE LLC. The contracting governmental entity has the right to assume such
Sublease on early termination of the operating agreement for the relevant
Facility. In such cases, Wackenhut Corrections will remain primarily liable to
the Company under the Leases. In connection with the Formation Transactions,
such Subleases will be in effect with respect to the Broward Facility, the
Desert View Facility, the Central Valley Facility and the McFarland Facility,
each an Initial Facility, and the Michigan Facility, an Option Facility. The
Company has agreed, as part of the Formation Transactions, to recognize and
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. However, no
assurance can be given that Wackenhut Corrections will not default under the
Leases, in which event the Company would be obligated to continue to lease the
relevant facility to the governmental entity (or its designated replacement
operator) under the terms of the Subleases for rental payments which may be less
than the rental payable to the Company under the Leases. In the case of the
Subleases in effect with respect to the Initial Facilities and Option
Facilities, 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 2007 would be approximately $950,000, 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 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
 
                                       23
   32
 
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 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
 
                                       24
   33
 
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."
 
  Consequences of Failure 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."
 
LIMITED OPERATING HISTORY OF THE FACILITIES
 
     Each of the Facilities has a limited operating history. 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.
 
LACK OF OPERATING HISTORY OF THE COMPANY
 
     The Company has been recently organized and has no operating history. There
can be no assurance that the Company will be able to generate sufficient revenue
from operations to make anticipated distributions. The Company also will be
subject to the risks generally associated with the formation of any new
business. In addition, the Company's management has no experience operating a
REIT.
 
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. 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 without a vote of the Company's shareholders.
See "Policies and Objectives With Respect to Certain Activities -- Investment
Policies."
 
NO PRIOR MARKET FOR COMMON SHARES; FACTORS AFFECTING MARKET PRICE
 
     Prior to the Offering, there has been no public market for the Common
Shares. Although application will be made to list the Common Shares on the NYSE,
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 will be 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."
 
     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. 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.
                                       25
   34
 
     Moreover, the price of the Common Shares in public markets may be affected
by the amount of the annual distributions paid by the Company relative to the
price paid for the Common Shares.
 
DEBT RISKS
 
  Dependence on and Adverse Consequences of 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 operating activities. See "Material
Federal Income Tax Considerations." Second, 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. The Company believes that the Debt Policy
balances the Company's desire for growth with a prudent capital structure. See
"Policies and Objectives with Respect to Certain Activities -- Financing
Policies." 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. The Company expects to enter into the Bank
Credit Facility following the Offering. The Company may, from time to time,
incur indebtedness under the Bank Credit 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.
 
     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 (as hereinafter defined) will
be insufficient to meet required payments of principal and interest or that Cash
Available for Distribution may decrease. In addition, the Company will be
subject to the risk that interest rates may increase, which could adversely
affect its ability to make distributions. If a Facility is mortgaged to secure
payment of indebtedness, and the Company is unable to meet mortgage payments,
the Facility could be 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 of Leverage; No Limitation on Indebtedness
 
     The Company may, from time to time, incur debt under the Bank Credit
Facility. If such debt is incurred there can be no assurances that the Company
will be able to meet its debt service obligations and, to the extent that it
cannot, the Company risks the loss of 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.
 
                                       26
   35
 
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 Company's Declaration of
Trust as will be amended and restated prior to the consummation of the Offering
(the "Declaration of Trust") and the Company's Bylaws as will be amended and
restated prior to 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 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 defined in "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 Ownership Limit contained
in 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. See
"Description of Capital Shares -- Restrictions on Ownership." The Board of
Trustees could 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. 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
transferee shall have no right to vote such shares or be entitled to
distributions with respect to such shares.
 
  Super-Majority Vote of Trustees
 
     The Company's 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) 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 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. 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 Company's shareholders.
 
                                       27
   36
 
  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 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) of any shares so issued. See
"Description of Capital Shares." 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 of 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 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 -- Staggered Board of Trustees."
 
  Maryland Business Combination Law
 
     Under the Maryland General Corporation Law, as 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, at any time within the
two year period of the date in question, was the beneficial owner of 10% or more
of the voting power of the REIT's shares (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 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 Law."
 
  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. 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
                                       28
   37
 
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.
 
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 C. Zoley, Chairman of the Company, and
Charles R. 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.
 
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 ERISA (as hereinafter defined) plan, 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."
 
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.
 
                                       29
   38
 
                                  THE COMPANY
 
GENERAL
 
     The Company was formed to acquire correctional and detention facilities and
to capitalize on the growing trend toward privatization in the corrections
industry. The Company has established a strategic alliance with Wackenhut
Corrections, a leading domestic and international developer and operator of
privatized correctional and detention facilities, which the Company believes
will provide access to acquisition opportunities in the industry. The principal
business strategy of the Company is to acquire correctional and detention
facilities from both private prison operators and government entities and to
lease such facilities under long-term, non-cancelable triple net leases to
experienced correctional and detention facility operators. 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.
 
     Upon consummation of the Offering, the Company will 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 have the right, subject to certain limited exceptions, for a period
of 15 years from the consummation of the Offering to acquire each of the Future
Facilities during the applicable Future Facility Option Period for the
applicable Future Facility Purchase Price.
 
     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 these
facilities to Wackenhut Corrections 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.
 
     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 Privatization
Reports, 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 industry knowledge experience and contacts of members of its Board of
Trustees and management team, (ii) its strategic alliance with Wackenhut
Corrections, and (iii) its access to capital as a publicly-traded company.
 
                                       30
   39
 
     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 of the Company. Dr. Zoley and Mr. Jones
have 14 and 9 years experience, respectively, in the privatized corrections
industry. Wackenhut Corrections was founded in 1984 by Dr. Zoley as a division
of The Wackenhut Corporation to capitalize on emerging opportunities in the
private corrections industry. According to the Privatization Reports, as of
December 31, 1996, Wackenhut Corrections is, based upon the number of beds under
management, the second largest provider of privatized correctional and detention
services in the United States and the largest provider of such services abroad.
Upon consummation of the Offering, the trustees and officers of the Company and
the directors and officers of Wackenhut Corrections and its affiliates will
collectively own, or have options to acquire, 8.7% of the issued and outstanding
Common Shares.
 
     Following the consummation of the Offering, the Company expects to
establish a $75 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 the available financing
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 on
February 18, 1998. The Company's principal executive offices are located at, and
its mailing address is, 4200 Wackenhut Drive, Palm Beach Gardens, Florida
33410-4243. 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
strategic alliance with Wackenhut Corrections (which among other things provides
the Company the option to acquire any of the Option Facilities, and, with
certain limited exceptions, the right to acquire any of the Future Facilities,
(ii) the 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. Notwithstanding Wackenhut Corrections' market share and growth,
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."
 
                                       31
   40
 
     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 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 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 are opportunities for selective
expansion of its existing correctional facilities which will 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 seven of the correctional and detention facilities
owned or operated by it, and believes that there are additional opportunities to
further expand a number of the Facilities.
 
  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% of the
Initial Facility Purchase Price. Thereafter, minimum rent will escalate by the
Base Rent Escalation, exclusive of any increase in the minimum rent attributable
to expansion in the size of or the number of beds in such Facility. 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 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, a
wholly-owned subsidiary, 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. Limited Partners generally will have only limited consent rights.
The Board of Trustees of the Company 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
                                       32
   41
 
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 CFT LP, indirect
percentage interest will be 100% and evidenced by units of partnership interest
which will approximate the number of outstanding Common Shares.
 
     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 CFT LP, in proportion to their
percentage interests (i.e., the number of Units) in the Operating Partnership.
The Company, in turn, will 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 Limited Partnership Agreement. The Company does not intend to use the
Operating Partnership (or any 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, (ii)
approximately $750,000 will be used to pay fees under the Bank Credit Facility,
and (iii) the remaining amount ($29,000) 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.
 
     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,
 
                                       33
   42
 
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 $     per Common Share, representing a pro rata distribution of the
anticipated regular quarterly distribution of $.35 per share for a full quarter,
which on an annualized basis will represent a 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. See "The Formation Transactions."
 
     The distribution described above is expected to represent approximately
91.8% of the Company's pro forma Cash Available for Distribution for the 12
months ended December 31, 1997. The Company's estimate of the pro forma Cash
Available for Distribution is based upon pro forma Funds from Operations for the
12-months ended December 31, 1997, with certain adjustments based on the items
described below. 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 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.
 
     The following table describes the calculation of pro forma Funds from
Operations resulting from rents received from the Initial Facilities for the 12
months ended December 31, 1997 and the adjustments made to pro forma Funds from
Operations in order to calculate initial estimated distributions.

                                                                                      PRO FORMA
                                                                        -------------------------------------
                                                                                     YEAR ENDED
                                                                                  DECEMBER 31, 1997
                                                                        -------------------------------------
                                                                                (IN THOUSANDS, EXCEPT
                                                                                   PER SHARE DATA)
                                                                     
Pro forma net income........................................                           $6,892
Plus pro forma real estate depreciation and amortization....                            2,624
                                                                                       ------
Pro forma funds from operations(1)..........................                            9,516
                                                                                       ======
Estimated cash available for distribution(2)................                            9,451
Expected initial distribution(3)............................                            8,680
Expected initial distribution per common share..............                           $ 1.40
Expected initial payout ratio based on estimated cash
  available for distribution(4).............................                             91.8%

- ---------------
 
(1) 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 the National Association of Real Estate Investment
    Trusts ("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's 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
 
                                       34
   43
 
    operating results of the Company, 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.

                                                                YEAR ENDED
                                                             DECEMBER 31, 1997
                                                             -----------------
                                                              (IN THOUSANDS)
                                                          
CALCULATION OF FUNDS FROM OPERATIONS:
  Pro forma net income......................................      $6,892
  Plus: pro forma real estate depreciation and
    amortization............................................       2,624
                                                                  ------
  Pro forma funds from operations...........................      $9,516
                                                                  ======

(2) To estimate Cash Available for Distribution, pro forma 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 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.

                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                               (IN THOUSANDS)
                                                           
CALCULATION OF CASH AVAILABLE FOR DISTRIBUTION:
  Pro forma funds from operations...........................       $9,516
  Less: Net effect of straight-line rents...................         (555)
  Plus: Amortization of non-cash compensation charge........          240
  Plus: Amortization of up-front fees.......................          250
                                                                   ------
  Pro forma cash available for distribution.................       $9,451
                                                                   ======

    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.
(3) Represents the expected initial distribution per Common Share multiplied by
    the 6,200,000 Common Shares to be outstanding upon completion of the
    Formation Transactions.
(4) 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, pro forma 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
its tax year ending December 31, 1998, the Company estimates that approximately
20.7% of the anticipated initial annual distribution to shareholders with
respect to that tax year (assuming a full 12 months of operations) would
represent a return of capital for federal income tax purposes and that the
Company would have been required to distribute $6.5 million or $1.06 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
 
                                       35
   44
 
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 adjusted
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."
 
                                       36
   45
 
                                 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 pro forma 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) Includes 1,000 founder's shares. See "The Formation Transactions."
(2) Does not include 620,000 Common Shares reserved for issuance under the
    Company's Employee Option Plan or Common Shares reserved for issuance under
    the Company's Non-Employee Trustee Option Plan, of which 55,000 Common
    Shares will be subject to outstanding options at the closing of the
    Offering. See "Management -- The Employee Option Plan" and "-- The
    Non-Employee Trustee Option Plan."
 
                                       37
   46
 
                         PRO FORMA FINANCIAL STATEMENTS
 
     The following financial statements represent the unaudited pro forma
financial results for the Company as of December 31, 1997. The pro forma
Statements of Operations are presented as if the Formation Transactions had
occurred as of the beginning of the period indicated and, therefore, incorporate
certain assumptions that are included in the Notes to Pro Forma Statement of
Operations. The pro forma Balance Sheet is presented as if the Formation
Transactions 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 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 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.
 
                                       38
   47
 
                         CORRECTIONAL PROPERTIES TRUST
 
                    SELECTED PRO FORMA FINANCIAL INFORMATION

                                                                  PRO FORMA
                                                              -----------------
                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                               (IN THOUSANDS,
                                                              EXCEPT PER SHARE
                                                                    DATA)
                                                           
OPERATING DATA:
Revenue:
  Rental income(1)..........................................       $11,294
Costs and expenses:
  Operating and administrative(2)...........................         1,340
  Interest expense(3).......................................           438
  Provision for depreciation and amortization(4)............         2,624
                                                                   -------
          Total costs and expenses..........................         4,402
                                                                   -------
Net income..................................................       $ 6,892
                                                                   =======
Net income per share:
  Basic.....................................................       $  1.11
  Diluted...................................................          1.11
Weighted average number of shares outstanding:(5)
  Basic.....................................................         6,200
  Diluted...................................................         6,200
OTHER DATA:
Funds from operations(6)....................................       $ 9,516
Cash available for distribution(7)..........................         9,451
Distributions...............................................         8,680
Distributions per share.....................................          1.40

                                                                                     HISTORICAL
                                                                  PRO FORMA            AS OF
                                                                    AS OF           FEBRUARY 20,
                                                              DECEMBER 31, 1997         1998
                                                              -----------------   ----------------
                                                                            
BALANCE SHEET DATA:
Notes payable, revolving line of credit.....................      $     --            $     --
Real estate before accumulated depreciation.................       113,041                  --
Total assets................................................       113,820                   3
Shareholders' equity........................................       113,820                   3

(1) Rental income from Wackenhut Corrections recorded in accordance with the
    terms of the Leases as if the Initial Facilities had been in operation at
    the leased design capacity for the entire period. The Company will lease the
    Initial Facilities to Wackenhut Corrections under operating leases.
(2) Recurring administrative expenses of the Company, including franchise and
    excise taxes, based upon management's estimates of operating and
    administrative costs.
(3) Amortization of up-front fees and unused fees on the Bank Credit Facility.
(4) Depreciation expense on fixed assets purchased from Wackenhut Corrections
    based on the estimated useful lives of the Facilities.
(5) Weighted average shares outstanding including the 1,000 founder's shares, no
    restricted shares are being issued to management and Common Shares sold in
    the Offering as if such shares were outstanding for the entire period.
(6) Management believes "Funds from Operations" (as hereinafter defined) 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 defined by the Board
    of Governors of the National Association of Real Estate Investment Trusts
    ("NAREIT") 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 depreciation and amortization on
    real estate assets, and after adjustments for unconsolidated partnerships
    and joint ventures and, accordingly, may not be comparable to other REITs'
    Funds From Operations calculated under a
 
                                       39
   48
 
    differing methodology. See "Management's Discussion and Analysis of
    Financial Condition and Results of Operations -- Funds from Operations."
    Funds from Operations should be examined in conjunction with net income as
    presented.

                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                               (IN THOUSANDS)
                                                           
CALCULATION OF FUNDS FROM OPERATIONS:
  Pro forma net income......................................       $6,892
  Plus: Pro forma real estate depreciation and
    amortization............................................        2,624
                                                                   ------
  Pro forma funds from operations...........................       $9,516
                                                                   ======

    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.
 
(7) Calculation of Cash Available for Distribution:

                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                           
Pro forma funds from operations.............................       $9,516
Less: Net effect of straight-line rents.....................         (555)
Plus: Amortization of non-cash compensation charge..........          240
Plus: Amortization of up-front fees.........................          250
                                                                   ------
Pro forma cash available for distribution...................       $9,451
                                                                   ======

     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.
 
                                       40
   49
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
GENERAL
 
     The Company was organized as a Maryland real estate investment trust on
February 18, 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 -- Dependence on and
Adverse Consequences of Debt."
 
     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 prior to February 20, 1998, or 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 revenues would have been $11.3 million for
the year ended December 31, 1997. Net income would have been $6.9 million or
$1.11 per share for the year ended December 31, 1997. Depreciation, amortization
and other non-cash expenses would have been $3.1 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, 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
 
                                       41
   50
 
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 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. See
"Business of the Company and 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 expects to obtain a commitment for the $75.0 million Bank
Credit Facility 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.
 
     Other than the $113.0 million purchase of the Initial Facilities using the
offering proceeds, the Company has no commitments with respect to other capital
expenditures. However, the Company has options to acquire each of the Option
Facilities for the duration of 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 for the duration of 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 (as
hereinafter defined), 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 Objectives and 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 as consideration for such purchases.
 
FUNDS FROM OPERATIONS
 
     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,
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,
 
                                       42
   51
 
or other commitments and uncertainties. The Company believes that in order to
facilitate a clear understanding of the pro forma operating results of the
Facilities and the Company, Funds from Operations should be examined in
conjunction with the income (loss) as presented in the pro forma financial
statements and 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.
 
                                       43
   52
 
                      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, 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. During the period from 1984 to 1996, the number of
beds under management at privatized correctional and detention facilities in the
United States increased from 885 to 77,584, with the majority of this growth
occurring since 1989. During 1996, the worldwide 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%.
 
     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 operators. There were, as of such date,
a total of 118 facilities with a design capacity of 77,584 beds under 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 December
31, 1997, however, Wackenhut Corrections had under contract or award 35
facilities having an aggregate design capacity of 24,705 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 strategic
alliance with Wackenhut Corrections presents a unique growth opportunity.
 
                                       44
   53
 
     While private ownership of correctional and detention facilities has to
date been in connection with private prison management, management believes that
the number of privately owned facilities will grow, independent of the growth in
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.
 
                                       45
   54
 
                       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 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 on the
number of beds under management. Wackenhut Corrections presently has under
contract or award 46 correctional and detention facilities, 35 of which are
currently in operation and 11 of which are under development, with an aggregate
design capacity of 30,268 beds.
 
     Wackenhut Corrections offers governmental agencies 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 January 30, 1998,
Wackenhut Corrections has outstanding written responses to RFPs for seven
projects with an aggregate design capacity of 1,819 beds. While Wackenhut
Corrections has been awarded contracts for 41% of the beds for which it has
submitted RFP responses, 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 two joint ventures to develop
business opportunities in Australia and has formed two 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 the
Initial Facilities and, if acquired, the Option Facilities. In situations where
a subsidiary of Wackenhut 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 the assets 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 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
 
                                       46
   55
 
(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.
 
                                       47
   56
 
                       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       16,053       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       156,663
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.
 
                                       48
   57
 
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 the fiscal year ended
December 28, 1997 ("Fiscal 1997") from $137.8 million in the fiscal year ended
December 29, 1996 ("Fiscal 1996"). The increase in revenues in Fiscal 1997
compared with Fiscal 1996 is primarily 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 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
 
                                       49
   58
 
    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"). The increase
in revenues in Fiscal 1996 compared with Fiscal 1995 is primarily 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 County, Texas in
January 1996 and
                                       50
   59
 
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 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 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 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
 
                                       51
   60
 
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 Private
Correctional 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 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
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 December 1997, Wackenhut Corrections 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,
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.
 
     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.
 
     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.
 
                                       52
   61
 
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 application (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, 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.
 
                                       53
   62
 
                                 THE FACILITIES
 
     The Company will, concurrent with the Offering, purchase the eight Initial
Facilities with an aggregate design capacity of 3,154 beds, and be granted the
option to purchase any or all of the three additional Option Facilities with an
aggregate design capacity of 2,256 beds as well as the right to acquire each of
the Future Facilities. The Initial Facilities and the Option Facilities include
all of the correctional and detention facilities which Wackenhut Corrections
currently owns or has the right to acquire, with the exception of the two
Excluded Facilities (as hereinafter defined) that are subject to a purchase
option previously granted to governmental entities. See "The Facilities -- The
Excluded Facilities" below. The following is a summary of certain information
with respect to the Initial Facilities and Option Facilities.
 
THE INITIAL FACILITIES
 
     The Initial Facilities will be purchased from Wackenhut Corrections for an
aggregate cash purchase price of approximately $113.0 million. The Company will
lease the Initial Facilities to Wackenhut Corrections pursuant to the Leases
with initial terms of 10 years and with 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.
 
                                       54
   63
 
     Set forth below are brief descriptions of each of the Initial Facilities.
Unless otherwise noted, 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 United States Immigration and Naturalization
Service (the "INS"), 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.

                                                                                                  INITIAL
                                                                         DESIGN      FACILITY    FACILITY      INITIAL
                                  TYPE OF       CONTRACTING  SECURITY     (BED)      OPENING     PURCHASE       ANNUAL
FACILITY AND LOCATION             FACILITY        ENTITY     LEVEL(1)  CAPACITY(2)     DATE        PRICE      BASE RENT
- ---------------------         ----------------  -----------  --------  -----------   --------   -----------  ------------
                                                                                        
Aurora INS Processing
 Center.....................  INS               INS(3)       Minimum/       300         May      $7,828,775      $743,734
 Aurora, CO                   Detention                      Medium                    1987
                              Facility
McFarland Community
 Correctional Facility......  Pre-Release       CDOC(4)      Minimum/       224      February     7,020,219       661,921
 McFarland, CA                Center                         Medium                    1988
Queens Private Correctional
 Facility...................  INS Detention     INS          Minimum/       200       March      14,732,071     1,399,547
 New York, NY                 Facility                       Medium                    1997
Central Valley Correctional
 Facility...................  Adult             CDOC         Minimum/       550      December    17,590,995     1,671,145
                              Correctional                   Medium
                              Facility
 McFarland, CA                                                                         1997
Golden State Correctional
 Facility...................  Adult             CDOC         Minimum/       550      December    17,555,536     1,667,776
                              Correctional                   Medium
                              Facility
 McFarland, CA                                                                         1997
Desert View Correctional
 Facility...................  Adult             CDOC         Minimum/       550      December    16,864,731     1,602,149
                              Correctional                   Medium
                              Facility
 Adelanto, CA                                                                          1997
Broward County Work Release
 Center.....................  Community         Broward      Non-           300      February    15,128,724     1,437,229
 Broward County, FL           Work Release      County and   Secured                   1998
                              Center            BSO(5)
Karnes County Correctional
 Center.....................  Adult             Karnes       Multi-         480      January     16,320,000     1,550,400
                              Correctional
                              Facility
 Karnes County, TX                              County       Security                  1996
                                                                          -----                              ------------
Total.......................                                              3,154                 $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 Correctional
 Facility...................      10
 McFarland, CA
Golden State Correctional
 Facility...................      10
 McFarland, CA
Desert View Correctional
 Facility...................      10
 Adelanto, CA
Broward County Work Release
 Center.....................      10
 Broward County, FL
Karnes County Correctional
 Center.....................      10
 Karnes County, TX
                                  --
Total.......................

- ---------------
 
(1) Each facility is identified according to the level of security maintained at
    such facility: 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;
    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. The Company believes
    design capacity is an appropriate measure 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 of each facility.
(3) The United States Immigration and Naturalization Service.
(4) The State of California Department of Corrections.
(5) The Broward County Sheriff's Office.
 
     Correctional Facilities.  Correctional facilities are used to house inmates
on a permanent basis for the duration of their sentences. The correctional
facilities to be acquired by the Company include the Central Valley Facility,
the Golden State Facility the Desert View Facility, and the Karnes Facility.
 
     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
 
                                       55
   64
 
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.
 
     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 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
Facility. Wackenhut Corrections began operating this facility in January 1998
under an operating agreement with Karnes County which expires on July 14, 1998.
In connection with the purchase of the Karnes Facility, Wackenhut Corrections
will enter into a long-term operating agreement with Karnes County, pursuant to
which the County will agree to enter into inter-governmental agreements for the
housing of out-of-state inmates with such governmental entities as may be
designated by Wackenhut Corrections.
 
     Pre-Release Center.  A Pre-Release Center is a minimum to medium security
facility for inmates nearing parol, 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.
 
     Processing Centers.  Processing centers are used to house undocumented
aliens for the INS and are classified as minimum to medium security facilities.
The processing centers to be acquired by the Company include the Aurora Facility
and the Queens Facility.
 
     The Queens Facility is located on approximately 134 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 expires in February
1998.
 
     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.
 
                                       56
   65
 
     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.......................   77%     69%     73%     86%     95%
McFarland Community Correction Facility............   94%     95%     96%     96%     96%
Queens Private Correctional Facility...............  N/A     N/A     N/A     N/A      79%(2)

- ---------------
 
(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 Queens Facility opened on March 26, 1997. The operating contract with
    the INS includes a minimum guarantee of 150 beds (75% occupancy rate).
 
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. If
acquired, the Company will lease the Option Facilities to Wackenhut Corrections
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. 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       2nd Quarter, 1999       10
  Correctional Facility...
                            Correctional
  Lake County, MI           Facility
Jena Juvenile Justice       Juvenile       LDOC(2)       All             276       3rd Quarter, 1998       10
  Center..................                               Levels
                            Correctional
  Jena, LA                  Facility
Lawton Correctional         Prison         (3)           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) Wackenhut Corrections commenced construction of this facility in January
    1998 and intends to respond to an RFP issued by the State of Oklahoma
    Department of Corrections soliciting proposals for up to 2,500 beds.
 
     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 feet facility contains a design capacity of 480
beds. Construction of the Michigan Facility is anticipated to be completed
during the second quarter, 1999. The State of Michigan has awarded Wackenhut
Corrections an operating agreement for a term
 
                                       57
   66
 
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 feet structure will have a design
capacity for 276 beds. The facility is anticipated to be operational during the
third 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 "The
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 tract. The approximately 406,000 square feet structure
contains a design capacity for 1,500 beds. Wackenhut Corrections commenced
construction of the Lawton Facility in January 1998 and will respond to an RFP
issued by the State of Oklahoma Department of Corrections in February 1998,
soliciting proposals for up to 2,500 beds. However, there can be no assurance
that Wackenhut Corrections will be awarded an operating agreement by the State
of Oklahoma.
 
OWNERSHIP OF THE FACILITIES
 
     The Aurora Facility and the Queens Facility are owned by Wackenhut
Corrections and the McFarland Facility is owned by WCCRE Inc.
 
     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"), under the Wackenhut Corrections Trust 1997-1, and
are leased to Wackenhut Corrections or WCCRE Inc. pursuant to the Wackenhut
Lease Facility. Under the terms of these leases, Wackenhut Corrections has the
option, subject to certain terms and conditions, to purchase these facilities
and to designate a third party to receive title thereto. As part of the
Formation Transactions, Wackenhut Corrections will exercise the option and cause
the applicable 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 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.
 
BANK CREDIT FACILITY
 
     Neither the Declaration of Trust nor the Bylaws will limit the amount of
indebtedness the Company may incur. To ensure the Company has sufficient
liquidity to conduct its operations, the Company expects to establish a $75
million Bank Credit Facility following consummation of the Offering, 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. The
closing of the anticipated Bank Credit Facility would be subject to the prior
fulfillment of customary conditions,
 
                                       58
   67
 
including the negotiation and execution of customary loan documents.
Accordingly, there can be no assurance that a Bank Credit Facility will be
obtained upon terms acceptable to the Company.
 
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 or financial position.
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.
 
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.
 
                                       59
   68
 
Phase I environmental assessments have been acquired for all of the Initial
Facilities and Option Facilities, with the exception of the Aurora Facility, the
Queens Facility and the Karnes Facility. The receipt of a satisfactory Phase I
assessment will, however, be required prior to the Company's acquisition of each
such facility. 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 (other than in connection with its acquisition of the Aurora Facility,
the Queens Facility and the Karnes Facility). The Leases provide that Wackenhut
Corrections will indemnify the Company for certain potential environmental
liabilities at the Facilities. See "Leases."
 
  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. 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. The Company does not believe that such costs will be
material because it believes that relatively few modifications are necessary to
comply with the ADA. Wackenhut Corrections has undertaken, where required, a
capital improvement program to cause the Facilities to comply with the ADA.
 
                                       60
   69
 
                           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.  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, which will, in turn,
      contribute such proceeds to 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.
 
     - Purchase Agreements.  The Company will enter into the Purchase Agreements
      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 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) 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 Agreement.  The Company will enter into the Right to
      Purchase Agreement with Wackenhut Corrections pursuant to which the
      Company will have the right to acquire and lease back to Wackenhut
      Corrections each of the Future Facilities, at any time during the Future
      Facility Option Period for a cash purchase price equal to the applicable
      Future Facility Purchase Price. 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 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 the Right to Purchase Agreement, Wackenhut Corrections will have a
      right of first refusal on the proposed sale by the
 
                                       61
   70
 
      Company of any Future Facilities. The Right to Purchase Agreement has a
      term of 15 years after the consummation of the Offering.
 
     - Credit Facility.  Following consummation of the Offering, the Company
      expects to establish the $75 million Bank Credit Facility 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.
 
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,
together with three other trustees of the Company who are also employees or
directors 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 inconsistent with 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:
 
     - Wackenhut Corrections will receive approximately $113.0 million in cash
      for the three Initial Facilities owned by it and its right to acquire the
      remaining five Initial Facilities. The estimated historical cost of the
      Initial Facilities was approximately $95.9 million;
 
     - In the event the Company elects to exercise its option to acquire any or
      all of three Option Facilities, Wackenhut Corrections could receive up to
      approximately $109.7 million;
 
     - Wackenhut Corrections will use certain of the proceeds from the sale of
      the Initial Facilities to repay certain indebtedness incurred in
      connection with the development or acquisition of such facilities;
 
     - Approximately $55.4 million in outstanding indebtedness under the
      Wackenhut Lease Facility (as hereinafter defined), which is guaranteed in
      part by Wackenhut Corrections, will decrease upon the sale of certain of
      the Initial Facilities to the Company;
 
     - Wackenhut Corrections will expand its business development opportunities
      because of the increased access to capital available through its strategic
      alliance with the Company;
 
     - Wackenhut Corrections will have a right of first refusal with regard to
      certain future sales of Facilities by the Company; and
 
     - Wackenhut Corrections will accelerate the vesting of 18,300 options to
      purchase shares of Wackenhut Corrections common stock which are currently
      held by Charles R. Jones. Mr. Jones has advised the Company that he will
      exercise these options, as well as 10,200 vested options to purchase
      shares of Wackenhut Corrections common stock, and will dispose of all such
      shares received by him upon exercise thereof prior to the consummation of
      the Offering.
 
     - Dr. Zoley, Messrs. George R. Wackenhut and Richard R. Wackenhut, and
      other directors, officers and employees of Wackenhut Corrections and its
      affiliates (other than Messrs. Jones and Hogan) will be granted, in
      connection with the Offering, 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 upon consummation of the Offering,
      will be granted options to purchase an aggregate of 85,000 Common Shares
      at a per share purchase price equal to the Offering Price.
 
                                       62
   71
 
     - 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.
 
                                       63
   72
 
           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 Agreements.  Prior to the consummation of the Offering, the
Company will enter into the Purchase Agreements 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
Agreements, 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 Agreements 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 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, with certain limited exceptions, to acquire and
lease back to Wackenhut Corrections each of the Future Facilities, at any time
during the Option Period applicable to such Future Facility for a cash purchase
price equal to the Option Facility Purchase Price for such Future Facility. 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 the Right
to Purchase Agreement, Wackenhut Corrections will have a right of first refusal
on the proposed sale by the Company of any Future Facilities. The Right to
Purchase Agreement has a term of 15 years following the consummation of the
Offering.
 
     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 "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
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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, nor directors, trustees,
officers, employees of, or other persons who have a material financial interest
in, The Wackenhut Corporation, Wackenhut Corrections, or any lessee or tenant of
property owned by the Company, or any owner, lessee or tenant of any property
financed by the Company, or any management company operating any property owned
or financed by the Company, or affiliates of any of the foregoing. Pursuant to
the Bylaws, the Company Independent Committee must approve the following actions
of the Board of Trustees: (i) the selection of the operators for the Facilities
and (ii)(a) the entering into of any agreement with Wackenhut Corrections, The
Wackenhut Corporation or their respective affiliates and (b) the consummation of
any transaction between the Company and Wackenhut Corrections, The Wackenhut
Corporation or their respective affiliates, including, but not limited to, the
negotiation, enforcement and renegotiation of the terms of any lease of any of
the 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."
 
                                       65
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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
                                       66
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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 the 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 $75 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. See "Policies and Objectives with
Respect to Certain Activities -- Conflicts of Interest Policies."
 
  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 officers nor
employees of the Company nor a director, trustee, officer or employee of, or
other person
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who has a material financial interest in, Wackenhut Corrections, or its
affiliates, or any lessee or tenant of a facility owned by the Company, or any
owner, lessee or tenant of any facility financed by the Company, or any
management company operating any facility owned or financed by the Company, or
affiliates 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 all transactions between the Company and 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 (as hereinafter defined). 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 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.
 
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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 (each a
"Limited Partner," and together with parties subsequently becoming limited
partners, 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
                                       69
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Expenses"), and the Company Expenses will be treated as expenses of the
Operating Partnership. The 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 LLC. 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 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) if, at the time of the Lease expiration,
Wackenhut Corrections is obligated under the terms of a Sublease with respect to
the 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 pursuant
to terms and conditions as may be agreed upon between the Company and Wackenhut
Corrections at the time of such acquisitions (and in the absence of agreement on
the initial base rent, as may be determined by binding arbitration). Such terms
and conditions may vary from the terms and conditions described herein with
respect to the Initial Facilities and Option Facilities.
 
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. 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 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
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exterior, foreseen and unforeseen, and ordinary and extraordinary repairs which
may be necessary and appropriate to keep such Leased Property in good order,
repair and appearance (excluding ordinary wear and tear). 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 improvements in excess of $500,000 (increasing by 4%
cumulatively each year thereafter), 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
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 net book value 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 agreement 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
Operation Commencement Date for such Capital Addition, at a fair market price
and at fair market rental rates. The fair market price of any such Capital
Addition is deemed to 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. 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), and (iii) 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 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.
 
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
 
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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 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 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 of Wackenhut Corrections (as hereinafter defined),
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 or any shareholder of 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 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 or (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 connection with the
award of an operating agreement awarded to Wackenhut Corrections for a Facility,
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 Facility is rendered unsuitable for use as a correctional
or detention facility, 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 to the Company with
respect to such Facility. 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, and the value of its improvements
and the value of its leasehold interest.
 
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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 Premises, including claims alleging breach or violation of such
person's civil or legal rights; (v) any breach, violation, or nonperformance by
Wackenhut Corrections or any person claiming under Wackenhut Corrections or the
employees, agents, contractors, invitees, or visitors of Wackenhut Corrections
or of any such person, 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) and 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 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 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. 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 certain Events of Default under the Master Lease
which are not referable to a specific Leased Property (including Wackenhut
Corrections' failure to timely pay Rent, the Company shall have all of the
foregoing rights, remedies and obligations with respect to all of the Leased
Properties.
 
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   83
 
     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.
 
                                   SUBLEASES
 
     The provisions of certain existing operating agreements awarded to
Wackenhut Corrections for the Initial Facilities afford the governmental entity
a right to assume a sublease of the subject facility created between WCCRE, Inc.
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.
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 Inc. 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 LLC (as successor
to WCCRE Inc.) 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 MCFARLAND FACILITY, THE CENTRAL VALLEY FACILITY, THE GOLDEN STATE FACILITY
AND THE DESERT VIEW FACILITY SUBLEASES
 
     WCCRE Inc. 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 LLC (as successor to WCCRE Inc.) 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
 
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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 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. 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 only subject to annual adjustments 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 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 facility 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.
 
     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.
 
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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 Louisiana
Department of Public Safety (the "State of Louisiana") and the Hospital
District. The Louisiana Operating Agreement contemplates the construction of
minimum 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
State of Louisiana may elect to assume the operation of the facility if
Wackenhut Corrections fails to cure operational defects, upon the condition that
the State of Louisiana assumes payment of principal, interest and other
obligations under the contemplated Mortgage Debt. In addition, the term of the
Louisiana Facility 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 will not
exercise its option to purchase this facility.
 
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                                   MANAGEMENT
 
TRUSTEES AND EXECUTIVE OFFICERS
 
     The 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 nor a director, trustee, officer or employee of, or other person who has
a material financial interest in, Wackenhut Corrections or its affiliates or any
tenant or lessee of any facility owned by the Company, or any owner, lessee or
tenant of any facility financed by the Company or any management company
operating the Company's facilities. 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 and 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 and Chief        --
                                                             Financial Officer

     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 the Company's 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.
 
     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
 
                                       78
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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 a
Director of the International Institute for Correctional Studies at Salve Regina
University in Rhode Island. From 1974 to 1991. Mr. Travisono was Executive
Director of the American Corrections Association ("ACA") from 1974 to 1991 and
now serves as the Executive Director Emeritus of the ACA. His career in the
correctional field extends over 45 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. Mr. Travisono received
his Bachelor of Arts and a Masters of Science in Social Science Degrees from
Brown University.
 
     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 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
                                       79
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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 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 Refsne, 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 1976 to 1980, Mr. Veach was a law clerk to the Federal
District Court and Court of Appeals Judge.
 
     PATRICK T. HOGAN has been the Vice President and Chief Financial Officer 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 intends to
establish a committee of the Independent Trustees to approve Interested Trustee
Transactions consisting of the five Independent Trustees (the "Company
Independent Committee"). Pursuant to the Bylaws, the Company Independent
Committee will be required to approve the following actions of the Board of
Trustees (the "Interested Trustee Transactions"): (i) the selection of the
operators for the Company's facilities and (ii)(a) the entering into of any
agreement with Wackenhut Corrections or its affiliates and (b) the consummation
of any transaction between the Company and Wackenhut Corrections or its
affiliates, including, but not limited to, the
 
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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.
 
  Audit Committee
 
     Upon the consummation of the Offering, the Company's Board of Trustees will
to 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 intends to
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 established
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.
 
     The Company has obtained trustees' and officers' liability insurance.
 
                                       81
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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 Option 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 Option 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 Option Plan, that may be earned
upon the attainment of performance objectives determined by the Compensation
Committee.
 
EMPLOYEE OPTION PLAN
 
     The Company has established the Employee Option 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 Option 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 Option 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 Option Plan will be
administered by the Board of Trustees of the Company. Upon consummation of the
Offering, the Employee Option 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 Option Plan. No member of the
Compensation Committee will be eligible to participate in the Employee Option
Plan.
 
  Awards Available for Issuance under the Employee Option Plan
 
     Nonqualified options, if granted, will provide for the right to purchase
Common Shares at a specific price which may be less than fair market value on
the date of grant and usually will become exercisable in
 
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installments after the grant date. Nonqualified options may be granted for any
reasonable term and may be transferable in certain limited circumstances.
 
     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 Option Plan.
 
     A maximum of 620,000 shares will be reserved for issuance under the
Employee Option Plan. 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 Capital Shares -- Restrictions on
Ownership."
 
     The Compensation Committee 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.
 
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.
                                       83
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  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.
 
  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, on each of the first nine anniversary dates of the adoption of the
Non-Employee Trustee Option Plan, each non-employee trustee will receive an
option to purchase 2,000 Common Shares. 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.
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.
 
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.
 
                                       84
   93
 
                     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
Agreements 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
Agreements 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) as provided
in the Leases 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, subject to certain
limited exceptions to acquire and lease back to Wackenhut Corrections each of
the Future Facilities 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
initially agreed upon by the Company and Wackenhut Corrections, or in the
absence of such agreement, as determined by binding arbitration.
 
                                       85
   94
 
                     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
                                                              OWNED FOLLOWING      PERCENTAGE OF
NAME AND BUSINESS ADDRESS OF BENEFICIAL OWNER(1)               THE OFFERING        COMMON SHARES
- ------------------------------------------------              ---------------      -------------
                                                                             
Dr. George C. Zoley.........................................      20,000(2)                 *
Charles R. Jones............................................      18,750(3)                 *
George R. Wackenhut.........................................      20,000(2)                 *
Richard R. Wackenhut........................................      20,000(2)                 *
Anthony P. Travisono........................................       5,000(4)                 *
Clarence E. Anthony.........................................       5,000(4)                 *
James D. Motta..............................................       5,000(4)                 *
William M. Murray...........................................       5,000(4)                 *
Robert R. Veach, Jr.........................................       5,000(4)                 *
Patrick T. Hogan............................................       2,500(5)                 *

- ---------------
 
  * Represents less than 1.0% of the class.
 
(1) Unless provided otherwise, the business address of each beneficial owner is
    4200 Wackenhut Drive Palm Beach Gardens, Florida 33410.
(2) Represents 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.
(3) Represents 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.
(4) Represents options to purchase 5,000 Common Shares which vest immediately
    upon grant on the consummation of the Offering.
(5) Represents 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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                  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 Company's 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
concurrently with the consummation of the Offering from the sole existing record
holder. 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, and to
the provisions of the Declaration of Trust regarding the restrictions on the
transfer of shares 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, 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) election or
removal of trustees, (b) amendment of the Declaration of Trust, (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, 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 year
after the calendar year ending December 31, 1998 and, in the discretion of the
Board of Trustees, more
 
                                       87
   96
 
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 ISSUE ADDITIONAL 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 or traded.
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, or be deemed to
own by virtue of the attribution provisions of the Code, more than 9.8% of (i)
the number of
                                       88
   97
 
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, 10% 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, 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 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.
 
     "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
 
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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. See "Additional
Information."
 
CLASSIFICATION AND REMOVAL OF TRUSTEES
 
     The Company's 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. 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, majority of the trustees or 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 no later than 120 days after the end of the Company's fiscal year,
after delivery of the Company's annual report. 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
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 Company's 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 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 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
 
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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 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,
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.
 
SUPER-MAJORITY VOTE OF TRUSTEES
 
     The Company's 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) generally, 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
capital stock. 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 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 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-
 
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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 with a particular Interested Shareholder or its 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 or directors who are
employees of the corporation. 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 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 approval 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.
 
     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 Independent
Trustees of the Company of the following actions of the Board of Trustees: (i)
the selection of the operators for the Company's facilities and (ii) (a) the
entering into any agreements with Wackenhut Corrections or its affiliates and
(b) the consummation of any transaction between the Company and 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
properties.
 
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   102
 
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, as applicable to Maryland real estate investment trusts, and
in accordance therewith, and without any Shareholder approval, the following
vote of the Board of Trustees is required with respect to the following matters:
(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 proposed changes to
Maryland law are adopted, by a majority vote to amend the Declaration of Trust
to change the name of the Company, the names or designations of classes and
series of the Company's capital stock and the par value of the Company's capital
stock.
 
     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
 
     Pursuant to the Declaration of Trust, the termination of the Company must
be approved by the affirmative vote of the holders' of not less than two-thirds
of all votes entitled to be cast on the matter.
 
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,
governmental 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.
 
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
 
                                       94
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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 Chase Mellon 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. Based on various assumptions
relating to the organization and operation of the Company and the Operating
Partnership and factual representations made by the Company and the Operating
Partnership as to certain factual matters, including matters related to the
organization and operation of the Company and the Operating Partnership (and any
Subsidiary Partnership), in the opinion of the Company's counsel, Akerman,
Senterfitt & Eidson, P.A. ("Company Counsel"), the Company will qualify to be
taxed as a REIT under the Code commencing with its taxable year ending December
31, 1998 and the Operating Partnership (and any Subsidiary Partnership) will not
be taxed as a corporation for federal income tax purposes. 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. 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. The
provisions governing treatment as a REIT are highly technical and complex, and
this summary is qualified in its entirety by the applicable Code provisions, the
rules and regulations promulgated thereunder and administrative and judicial
interpretations thereof. 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
 
                                       96
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\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 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.
 
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   106
 
     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 the Common Shares are described under the heading
"Description of Capital Shares -- 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. See also, "Declaration of
Trust -- Ownership Limit."
 
     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
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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 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
 
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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.
 
     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.
 
                                       100
   109
 
     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 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 Capital Shares -- 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.
 
                                       101
   110
 
     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
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.
 
                                       102
   111
 
  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 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.
 
  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 extent of current and accumulated
earnings and profits, all distributions to shareholders will be taxable as
 
                                       103
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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 U.S.
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 Company's taxable year
falls, such amount as the Company may designate in a written notice mailed to
its
                                       104
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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 under Sections
501(c)(7), (c)(9), (c)(17), and (c)(20) of the Code, respectively, income from
an
 
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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.
 
                                       106
   115
 
     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 U.S. 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.
 
                                       107
   116
 
     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 Limited 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
 
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prison 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
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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
 
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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 the Employee Retirement Income Security Act of 1974, as amended ("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.
 
                                       112
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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
                                       113
   122
 
"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.
 
                                       114
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                                  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
                                                              COMMON SHARES
                                                              -------------
                                                           
Smith Barney Inc. ..........................................
                                                              ------------
          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. is acting as representative
(the "Representative"), 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 $          per share under the
public offering price. The Underwriter may allow, and such dealers may reallow,
a concession not in excess of $          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
Representative. The Representative has 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 equal to 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 option to
purchase or otherwise transfer or dispose ("Transfer") of any Common Shares or
Units or any securities convertible into or exchangeable or exercisable for
Common Shares or Units 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.
 
                                       115
   124
 
     Prior to the Offering, there has been no public market for the Common
Shares. Therefore, the initial public offering price will be determined through
negotiations among the Company and the Representative. Among the factors to be
considered in such negotiations will be the prevailing market conditions, the
expected results of operations of the Company, 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 will be based on an evaluation of Wackenhut Corrections'
operation of the Facilities as a whole rather than the valuation of individual
properties. The initial public offering price to be 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.
 
     The Company and the Underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act of
1933.
 
     Application will be made to list the Common Shares on the NYSE. 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 Akerman, Senterfitt & Eidson, P.A., Miami, Florida, and certain
legal matters will be passed upon for the Underwriters by Battle Fowler LLP, New
York, New York. Akerman, Senterfitt and Eidson, P.A., and Battle Fowler LLP will
rely as to all matters of Maryland law on the opinion of Venable, Baetjer and
Howard, LLP, Baltimore, Maryland. Certain matters relating to the purchase and
leasing of the Facilities will be passed upon for the Company by local counsel.
In addition, the description of federal income tax consequences contained in
this Prospectus entitled "Material Federal Income Tax Considerations" is based
upon the opinion of Akerman, Senterfitt & Eidson, P.A. In addition to providing
services to the Company, Akerman, Senterfitt & Eidson, P.A. also has provided
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.
 
                             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 of 1933, as amended (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
                                       116
   125
 
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, an application will be made for listing the Common Shares on the NYSE.
Accordingly, upon approval for listing and 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.
 
                                       117
   126
 
                                    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 $75 million line of credit for which the
Company expects to obtain a commitment from Facility which may be used for the
acquisition of additional correctional and detention facilities and for certain
other purposes including the expansion of existing facilities and working
capital.
 
     "Bankruptcy Code" means the United State Bankruptcy Code, as amended.
 
     "Base Rent Escalation" means annual rent escalations equal to the increase
in the consumer price index, 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.
 
     "Bureau of Justice Statistics" means United States Bureau of Justice
Statistics.
 
     "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.
 
     "Bylaws" means the bylaws of the Company, as amended.
 
     "Capital Addition" means construction or other capital improvements to a
particular leased property which are not normal or recurring to the maintenance
of subleased property.
 
     "California Subleases" means the series of subleases between WCCRE Inc. and
Wackenhut Corrections for use of the California Facilities.
 
                                       118
   127
 
     "CDOC" means the State of California, Department of Corrections.
 
     "Central Valley Facility" means the Central Valley 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
$0.001 per share, of the Company.
 
     "Company" means Correctional Properties Trust, a Maryland real estate
investment trust, together with its subsidiaries, including 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 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.
 
     "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 (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 prior to the consummation of the Offering.
 
     "Desert View Facility" means the Desert View Correctional Facility.
 
                                       119
   128
 
     "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 Option 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 together with the
Option 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 this Prospectus.
 
     "Funds From Operations" means, in accordance with the resolution adopted by
the Board of Governors of NAREIT, 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.
 
     "Future Facility" means any correctional or detention facility which
Wackenhut Corrections will own or have the right to acquire for a period of 15
years following the consummation of the Offering which the Company will have a
right to acquire for the Option Period of such facility.
 
     "Future Facility Option Period" means the earlier of (i) four years from
the receipt of a certificate of occupancy for a Facility developed by Wackenhut
Corrections or from the date of acquisition of a facility
 
                                       120
   129
 
acquired by Wackenhut Corrections, or (ii) six months after the facility attains
an occupancy level of 75% of the number of beds authorized under the certificate
of occupancy for the 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 Correctional Facility.
 
     "Keogh Plan" means a retirement plan for self-employed individuals.
 
     "Hospital District" means the LaSalle Parish Hospital District No. 2.
 
     "Indemnification Agreements" means agreements between the Company and the
Indemnitee 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 Trustees" means the trustees who are neither (i) officers nor
employees of the Company nor (ii) a director, trustee, officer or employee of,
or other person who has a material financial interest in, Wackenhut Corrections,
or its affiliates, or any tenant or lessee of a facility owned by the Company,
or any owner, lessee or tenant of any Facility financed by the Company, or (iii)
any management company operating any Facility owned or financed by the Company,
or affiliates of any of the foregoing.
 
     "Initial Facilities" means the eight correctional and detention facilities
which the Company will purchase from Wackenhut Corrections or the Wackenhut
Lease Facility pursuant to the Purchase Agreements.
 
     "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, generally any person who,
at any time within the two year period of the date in question, beneficially
owns 10% or more of the voting power of a REIT's shares.
 
     "Interested Trustee Transaction" means (i) the selection of the operators
of the Company's facilities and (ii)(a) the entering into of any agreement with
Wackenhut Corrections, The Wackenhut Corporation or their affiliates, and (b)
the consummation of any transaction between the Company and Wackenhut
Corrections, The Wackenhut Corporation or their affiliates.
 
     "IPO" means Wackenhut Corrections' initial public offering which closed in
July 1994.
 
     "IRA" means an ERISA plan, qualified plan, individual retirement account
and individual retirement annuity.
 
     "IRS" means the United States Internal Revenue Service.
 
     "Jena Facility" means the Jena Juvenile Justice Center.
 
     "Karnes Facility" means the Karnes County Correctional Facility.
 
     "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.
 
                                       121
   130
 
     "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 Facility Agreements" 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 amended.
 
     "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.
 
     "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.
 
     "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 lease Facility" means a $220 million operating lease facility of
Wackenhut Corrections.
 
     "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.
 
                                       122
   131
 
     "Option Facilities" means the three correctional and detention facilities
currently under construction or 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 from
receipt of a certificate of occupancy for such facility, or (ii) six months
after the 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 or constructive ownership by any
shareholder or group of affiliated shareholders of more than 9.8% of the
outstanding Common Shares of any class or series or more than 9.8% of the
outstanding Preferred Shares of any class or series.
 
     "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.
 
     "Partnership Provisions" means the partnership provisions of the Code.
 
     "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 $0.001 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.
 
     "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 Agreements" means the agreements 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.
 
                                       123
   132
 
     "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.
 
     "Representative" means Smith Barney Inc.
 
     "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 requests for proposals for government contracts.
 
     "Right to Purchase Agreement" means the agreement between Wackenhut
Corrections and the Company, pursuant to which the Company has the right to
acquire and lease back to Wackenhut Corrections any Future Facility at any time
during the Option Period applicable to any such Future Facility for a cash
purchase price equal to the Option Facility Price for such Future Facility.
 
     "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.
 
     "State of Louisiana" means the Louisiana Department of Public Safety.
 
     "Sublease" and "Subleases" means one or more subleases for a Facility
between Wackenhut Corrections, as lessee, and the lessor of such Facility.
 
     "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).
 
     "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.
 
     "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 Corrections Board of Directors" means the Board of Directors of
Wackenhut Corrections.
 
     "WCCRE Inc." means WCC RE Holdings, Inc.
 
     "WCCRE LLC" means WCC RE Holdings LLC.
 
     "Year 2000 Issue" means the date-sensitivity problem of computer systems
and computer applications.
 
                                       124
   133
 
                         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
     Pro Forma Balance Sheet as of December 31, 1997........   F-6
     Pro Forma Statements of Operations for the year ended
      December 31, 1997.....................................   F-7
WACKENHUT CORRECTIONS CORPORATION
  Pro Forma Consolidated Financial Statements
     Pro Forma Consolidated Balance Sheet as of December 28,
      1997..................................................  F-10
     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 years ended
      December 28, 1997, December 29, 1996 and December 31,
      1995..................................................  F-14
     Consolidated Statements of Cash Flows for the years
      ended December 28, 1997, December 29, 1996 and
      December 31, 1995.....................................  F-15
     Consolidated Statements of Shareholders' Equity for the
      years ended December 28, 1997, December 29, 1996 and
      December 31, 1995.....................................  F-16
     Notes to the Consolidated Financial Statements.........  F-17

                                       F-1
   134
 
               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
   135
 
                         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
   136
 
                         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 $75
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
   137
 
                         PRO FORMA FINANCIAL STATEMENTS
 
     The following financial statements represent the unaudited pro forma
financial results for the Company as of December 31, 1997. The pro forma
Statements of Operations are presented as if the Formation Transactions had
occurred as of the beginning of the period indicated and therefore incorporate
certain assumptions that are included in the Notes to Pro Forma Statement of
Operations. The pro forma Balance Sheet is presented as if the Formation
Transactions 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 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 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
   138
 
                         CORRECTIONAL PROPERTIES TRUST
 
                            PRO FORMA BALANCE SHEET

                                                               AS OF DECEMBER 31, 1997
                                                     --------------------------------------------
                                                      ACTUAL           ADJUSTMENTS      PRO FORMA
                                                     --------          -----------      ---------
                                                           (IN THOUSANDS EXCEPT SHARE DATA)
                                                                               
                                             ASSETS
Land and buildings, net............................  $     --           $113,041(a)     $113,041
Deferred expenses..................................        --                750(c)          750
Cash...............................................        --            113,820(b)
                                                           --           (113,791)(a)(c)       29
                                                           --                 --              --
                                                     --------           --------        --------
                                                     $     --           $113,820        $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.......................        --            113,814(b)      113,814
                                                     --------           --------        --------
                                                     $     --           $113,820        $113,820
                                                     ========           ========        ========

- ---------------
 
(a) To record the purchase of the eight Initial Facilities using the purchase
    method of accounting.
(b) Reflects the initial capitalization (1,000 shares) of the Company, 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.
    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 expects to establish a $75 million credit facility with a bank
    and expects to incur debt issuance costs of approximately $0.75 million.
 
                                       F-6
   139
 
                         CORRECTIONAL PROPERTIES TRUST
 
                       PRO FORMA STATEMENT OF OPERATIONS

                                                                 YEAR ENDED DECEMBER 31, 1997
                                                              -----------------------------------
                                                              ACTUAL    ADJUSTMENTS     PRO FORMA
                                                              ------    -----------     ---------
                                                                     (IN THOUSANDS EXCEPT
                                                                        PER SHARE DATA)
                                                                               
Operating Data:
  Revenues:
     Rent income............................................    $--       $11,294(a)     $11,294
                                                                --        -------        -------
  Cost and expenses:
     Operating and administrative...........................    --          1,340(b)       1,340
                                                                --
     Interest expense.......................................    --            438(c)         438
     Provision for depreciation and amortization............    --          2,624(d)       2,624
                                                                --        -------        -------
          Total costs and expenses..........................                4,402          4,402
                                                                --        -------        -------
  Net income................................................              $ 6,892        $ 6,892
                                                                ==        =======        =======
  Net income per share:
     Basic..................................................                             $  1.11
     Diluted................................................                             $  1.11
  Weighted average number of shares outstanding:
     Basic..................................................                               6,200
     Diluted................................................                               6,200
                                                                                         -------
Other Data:
  Funds from Operations(e)..................................                             $ 9,516
  Cash Available for distributions..........................                               9,451
  Distributions.............................................                               8,680
  Number of facilities......................................                                   8

- ---------------
 
(a) To record rent income from Wackenhut Corrections in accordance with terms of
    the Leases as if the Initial Facilities had been in operation at the leased
    design capacity for the entire period. The Company will lease the Facilities
    to Wackenhut Corrections under the operating 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

(c) Amortization of up-front fees and unused fees on the Company's credit
    facility.
(d) To record depreciation expense on fixed assets purchased from Wackenhut
    Corrections based on the estimated useful lives of the Facilities.
(e) Funds from Operations do 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 cash flows from operating
    activities (determined in accordance with GAAP) as a measure of liquidity or
    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
 
                                       F-7
   140
 
    amortization on real estate assets, and after adjustments for unconsolidated
    partnerships and joint ventures. The Company's 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, 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.

                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                           
CALCULATION OF FUNDS FROM OPERATIONS
  Pro forma net income......................................       $6,892
  Plus: pro forma real estate depreciation and
     amortization...........................................        2,624
                                                                   ------
  Pro forma funds from operations...........................       $9,516
                                                                   ======

    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.
 
(7) Calculation of Cash Available for Distribution:

                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                           
Pro forma funds from operations.............................       $9,516
Less: Net effect of straight-line rents.....................         (555)
Plus: Amortization of non-cash compensation charge..........          240
Plus: Amortization of up-front fees.........................          250
                                                                   ------
Pro forma cash available for distribution...................       $9,451
                                                                   ======

     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.
 
                                       F-8
   141
 
                       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-9
   142
 
                       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      (21,674)(a)     17,080
  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     $ 17,460       $156,663
                                                           ========     ========       ========
 
                              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.....................        --        1,746(a)       1,746
  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..........................................        --       15,714(a)      15,714
Long-term debt...........................................       213           --            213
                                                           --------     --------       --------
Total shareholders' equity...............................   102,295           --        102,295
                                                           --------     --------       --------
                                                           $139,203     $ 17,460       $156,663
                                                           ========     ========       ========

                 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 the Initial Facilities to the Company. The sale
         results in a total deferred gain of $17.5 million which will be
         amortized over the lives of the leases entered into coincident with the
         sale.
 
                                      F-10
   143
 
                       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, net of the amortized gain on the sale of
    the Initial Facilities of $621 and lease expense of $277. Actual results of
    operations as reported do not include a full year of earnings for certain
    facilities and include no earnings for three facilities.
(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
   144
 
               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
   145
 
                       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
   146
 
                       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
   147
 
                       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
   148
 
                       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
   149
 
                       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
 
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
   150
                       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
   151
                       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
   152
                       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
   153
                       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
   154
                       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
   155
                       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
   156
                       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.
 
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
   157
                       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
   158
                       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
   159
                       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
   160
 
======================================================
 
    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..............................     16
The Company...............................     30
Use of Proceeds...........................     33
Distributions.............................     34
Capitalization............................     37
Pro Forma Financial Statements............     38
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations..............................     41
The Privatized Corrections Industry.......     44
Wackenhut Corrections Corporation.........     46
The Facilities............................     54
The Formation Transactions................     61
Relationship Between the Company and
  Wackenhut Corrections After the
  Formation Transactions..................     64
Policies and Objectives with Respect to
  Certain Activities......................     66
Operating Partnership Agreement...........     69
Leases....................................     71
Subleases.................................     75
Management................................     78
Certain Relationships and Transactions....     85
Principal Shareholders of the Company.....     86
Description of Shares of Beneficial
  Interest................................     87
Certain Provisions of Maryland Law and the
  Company's Declaration of Trust and
  Bylaws..................................     91
Material Federal Income Tax
  Considerations..........................     96
ERISA Considerations......................    112
Underwriting..............................    115
Experts...................................    116
Legal Matters.............................    116
Available Information.....................    116
Glossary..................................    118
Index to Financial Statements.............    F-1

Until            , 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 OWNERSHIP
                               ------------------
 
                                   PROSPECTUS
 
                                           , 1998
 
                               ------------------
                              SALOMON SMITH BARNEY
 
======================================================
   161
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 31.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     Set forth below are certain registration, filing and listing fees, as well
as an estimate of the other fees and expenses to be incurred in connection with
the issuance and distribution of the Common Shares offered hereby.

                                                           
Securities and Exchange Commission Registration Fee.........     45,000
NASD Filing Fee.............................................     35,000
New York Stock Exchange Original Listing Fee................    100,000
Accounting Fees and Expenses................................    200,000
Attorneys' Fees and Expenses................................    400,000
Printing and Engraving Expenses.............................    300,000
Transfer Agent's Fees.......................................     25,000
Trustees' and Officers' Insurance...........................    140,000
Miscellaneous Expenses......................................    255,000
                                                              ---------
          Total.............................................  1,500,000
                                                              =========

- ---------------
 
* To be filed by amendment.
 
ITEM 32.  SALES TO SPECIAL PARTIES
 
     The Company was formed as a Maryland real estate investment trust on
February 18, 1998, with one shareholder being issued 1,000 Common Shares in
consideration of $2,500.
 
ITEM 33.  RECENT SALES OF UNREGISTERED SECURITIES
 
     All of the Common Shares issued by the Company discussed in Item 32 above
were issued pursuant to an exemption from the registration requirements of the
Securities Act contained in Section 4(2) of the Securities Act. The shares will
be redeemed upon the consummation of the Offering.
 
ITEM 34.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Declaration of Trust of the Company provides for indemnification of
trustees and officers of the Company to the full extent permitted by the laws of
the State of Maryland.
 
     Section 8-301 of the Corporation and Associations Article of the Annotated
Code of Maryland permits a Maryland real estate investment trust to indemnify
and advance expenses to trustees, officers, employees and agents of the real
estate investment trust to the same extent as is permitted for directors,
officers, employees and agents of a Maryland corporation under Section 2-418 of
the MGCL.
 
     Section 2-418 of the MGCL generally permits indemnification of any trustee
made a party to any proceedings by reason of service as a trustee unless it is
established that (i) the act or omission of such person was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; or (ii) such person actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, such person had reasonable cause to
believe that the act or omission was unlawful. The indemnity may include
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the trustee in connection with the proceeding; but, if the
proceeding is one by, or in the right of, the corporation, indemnification is
not permitted with respect to any proceeding in which the trustee has been
adjudged to be liable to the corporation, or if the proceeding is one charging
improper personal benefit to the trustee, whether or not involving action in the
trustee's official capacity, indemnification of the trustee is not permitted if
the trustee was adjudged to be liable on the basis that personal benefit was
improperly received. The termination of any proceeding by conviction or upon a
plea
                                      II-1
   162
 
of nolo contendere or its equivalent, or an entry of an order of probation prior
to judgment, creates a rebuttable presumption that the trustee did not meet the
requisite standard of conduct required for permitted indemnification. The
termination of any proceeding by judgment, order or settlement, however, does
not create a presumption that the trustee failed to meet the requisite standard
of conduct for permitted indemnification.
 
     Indemnification under the provisions of the MGCL is not deemed exclusive of
any other rights, by indemnification or otherwise, to which a trustee may be
entitled under the declaration of trust, bylaws, any resolution of shareholders
or trustees, any agreement or otherwise.
 
     The statute permits a Maryland real estate investment trust to indemnify
its officers, employees and agents to the same extent as its trustees. The
Company's Declaration of Trust mandates indemnification and the advancement of
expenses to the Company's trustees and officers to the fullest extent permitted
by law and permits indemnification and advancement of expenses to employees and
agents of the Company to the extent permitted by the Board of Trustees.
 
     The Company will enter into indemnification agreements (the
"Indemnification Agreements") with its trustees and certain of its executive
officers. The Indemnification Agreements are intended to provide indemnification
to the maximum extent allowable by or not in violation of any law of the State
of Maryland. Each Indemnification Agreement will provide that the Company shall
indemnify a trustee or executive officer who is a party to the agreement (the
"Indemnitee") if he or she was or is a party to or otherwise involved in any
proceeding (other than, generally, a derivative proceeding in which the
Indemnitee will be adjudged to be liable to the Company for gross negligence or
intentional misconduct) by reason of the fact that he or she was or is a trustee
or officer of the Company, against losses incurred in connection with the
defense or settlement of such proceeding. The indemnification provided under
each Indemnification Agreement is limited to instances where the act or omission
giving rise to the claim for which indemnification is sought was not otherwise
indemnified or insured against by the Company, was not established to have been
committed in bad faith (i.e., other than in good faith and in a manner in which
the Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Company), or the result of active and deliberate dishonesty,
material to the cause of action, with actual dishonest purpose and intent, did
not involve receipt of improper personal benefit, generally did not result in a
judgment of liability to the Company for gross negligence or intentional
misconduct in a proceeding by or in the right of the Company, did not involve an
accounting of profits pursuant to Section 16(b) of the Exchange Act and, with
respect to any criminal proceeding, the Indemnitee had no reasonable cause to
believe his or her conduct was unlawful.
 
     The Company will obtain trustees and officers liability insurance.
 
ITEM 35.  TREATMENT OF PROCEEDS FROM SECURITIES BEING REGISTERED
 
     Not applicable.
 
                                      II-2
   163
 
ITEM 36.  FINANCIAL STATEMENTS AND EXHIBITS
 
     (a) Financial Statements Included in this Registration Statement, including
the Prospectus:
 
     The financial statements filed with this Registration Statement are
itemized on page F-1 of the Prospectus which forms a part of this Registration
Statement.
 
     (b) Exhibits:

EXHIBIT
NUMBER                           DESCRIPTION OF EXHIBITS
- -------                          -----------------------
         
   1       --  Form of Underwriting Agreement*
   2       --  Form of Agreement of Sale and Purchase Between Correctional
               Properties Trust and Wackenhut Corrections Corporation*
   3.1     --  Declaration of Trust of Correctional Properties Trust
   3.2     --  Form of Amended and Restated Declaration of Trust of
               Correctional Properties Trust*
   3.3     --  Bylaws of Correctional Properties Trust
   3.4     --  Form of Amended and Restated Bylaws of Correctional
               Properties Trust*
   3.5     --  Specimen of certificate representing the Common Shares*
   4.1     --  Provisions defining the rights of shareholders are found in
               the Form of Amended and Restated Declaration of Trust and
               the Form of Amended and Restated Bylaws, respectively, of
               Correctional Properties Trust (included as Exhibits 3.2 and
               3.4 to the Registration Statement)*
   4.2     --  Commitment for Arrangement of Bank Credit Facility and
               Financing with Summary of Terms and Conditions from
                           and             and accepted by Correctional
               Properties Trust*
   5.1     --  Opinion of Akerman, Senterfitt & Eidson, P.A., regarding the
               validity of the Common Shares*
   8.1     --  Opinion of Akerman, Senterfitt & Eidson, P.A., regarding
               certain federal income tax matters*
  10.1     --  Correctional Properties Trust Limited Partnership
               Contribution Agreement*
  10.2     --  Agreement of Limited Partnership of Correctional Properties
               Trust Operating Limited Partnership*
  10.3     --  Form of Master Agreement to Lease Between Correctional
               Properties Trust and WCCRE LLC*
  10.4     --  Form of Lease Between Correctional Properties Trust and WCC
               RE Holdings, Inc. with respect to the Leased Properties*
  10.5     --  Form Right to Purchase Agreement Between Correctional
               Properties Trust and WCCRE LLC*
  10.6     --  Form of Services Agreement between Correctional Properties
               Trust and The Wackenhut Corporation*
  10.7     --  Form of Consulting Agreement*
  10.8     --  Form of Trustee and Officer Indemnification Agreement
               between Correctional Properties Trust and its trustees and
               officers*
  10.9     --  Form of Correctional Properties Trust 1998 Employee Share
               Incentive Option Plan*
  10.10    --  Form of Correctional Properties Trust Non-Employee Trustees'
               Share Option Plan*
  21       --  List of Subsidiaries of Correctional Properties Trust*
  23.1     --  Consent of Akerman, Senterfitt & Eidson, P.A. (included in
               Exhibits 5.1 and 8.1)*
  23.2     --  Consent of Arthur Andersen LLP
  23.3     --  Consent of George R. Wackenhut to Become a Trustee
  23.4     --  Consent of Richard R. Wackenhut to Become a Trustee
  23.5     --  Consent of Anthony D. Travisono to Become a Trustee
  23.6     --  Consent of Clarence E. Anthony to Become a Trustee

                                      II-3
   164

EXHIBIT
NUMBER                           DESCRIPTION OF EXHIBITS
- -------                          -----------------------
         
  23.7     --  Consent of James D. Motta to Become a Trustee
  23.8     --  Consent of William M. Murphy to Become a Trustee
  23.9     --  Consent of Robert R. Veach, Jr. to Become a Trustee
  24       --  Powers of Attorney (included in the signature pages)

- ---------------
 
* To be filed by Amendment
 
ITEM 37.  UNDERTAKINGS
 
     The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to trustees, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a trustee, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the Common Shares, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
 
     The undersigned registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this Registration Statement in reliance upon Rule 430A under the Securities
     Act and contained in a form of prospectus filed by the Registrant pursuant
     to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
     to be part of this Registration Statement as of the time it was declared
     effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at the time shall be
     deemed to be the initial bona fide offering thereof.
 
     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
 
                                      II-4
   165
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-11 to be signed
on its behalf by the undersigned, thereunto duly approved, in the City of Palm
Beach Gardens, State of Florida, on the day of February 20, 1998.
 
                                          CORRECTIONAL PROPERTIES TRUST
 
                                          By:     /s/ CHARLES R. JONES
                                            ------------------------------------
                                                      Charles R. Jones
                                             President, Chief Executive Officer
                                                         and Trustee
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below hereby constitutes and appoints
Charles R. Jones and Patrick T. Hogan and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
                                                                                
                 /s/ GEORGE C. ZOLEY                   Chairman of the Board          February 20, 1998
- -----------------------------------------------------
                 Dr. George C. Zoley
 
                /s/ CHARLES R. JONES                   President and Chief Executive  February 20, 1998
- -----------------------------------------------------    Officer and Trustee
                  Charles R. Jones                       (principal executive
                                                         officer)
 
                /s/ PATRICK T. HOGAN                   Vice President and Chief       February 20, 1998
- -----------------------------------------------------    Financial Officer
                  Patrick T. Hogan                       (principal financial and
                                                         accounting officer)

                                      II-5
   166
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
Wackenhut Corrections Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Palm Beach
Gardens, State of Florida, on the 20th day of February, 1998.
 
                                          WACKENHUT CORRECTIONS CORPORATION
 
                                          By:     /s/ JOHN G. O'ROURKE
                                            ------------------------------------
                                                      John G. O'Rourke
                                             Senior Vice President -- Finance,
                                                          Treasurer
                                                and Chief Financial Officer
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below hereby constitutes and appoints
George C. Zoley, John G. O'Rourke and David N.T. Watson and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the 20th day of February, 1998.

                  SIGNATURE                                        TITLE
                  ---------                                        -----

             /s/ GEORGE C. ZOLEY               Vice Chairman of the Board and Chief
- ---------------------------------------------    Executive
               George C. Zoley                   Officer (principal executive officer)
 
            /s/ JOHN G. O'ROURKE               Senior Vice President -- Finance, Treasurer
- ---------------------------------------------    and
              John G. O'Rourke                   Chief Financial Officer (principal
                                                 financial officer)
 
            /s/ DAVID N.T. WATSON              Controller, Chief Accounting Officer and
- ---------------------------------------------    Assistant Treasurer (principal accounting
              David N.T. Watson                  officer)
 
           /s/ GEORGE R. WACKENHUT             Director
- ---------------------------------------------
             George R. Wackenhut
 
          /s/ RICHARD R. WACKENHUT             Director
- ---------------------------------------------
            Richard R. Wackenhut
 
            /s/ NORMAN A. CARLSON              Director
- ---------------------------------------------
              Norman A. Carlson

                                      II-6
   167

                  SIGNATURE                                        TITLE
                  ---------                                        -----

          /s/ BENJAMIN R. CIVILETTI            Director
- ---------------------------------------------
            Benjamin R. Civiletti
 
            /s/ MANUEL J. JUSTIZ               Director
- ---------------------------------------------
              Manuel J. Justiz
 
             /s/ JOHN F. RUFFLE                Director
- ---------------------------------------------
               John F. Ruffle

                                      II-7
   168
 
                               INDEX TO EXHIBITS

                                                                             SEQUENTIALLY
EXHIBIT                                                                        NUMBERED
NUMBER                           DESCRIPTION OF EXHIBITS                         PAGE
- -------                          -----------------------                     ------------
                                                                    
   1       --  Form of Underwriting Agreement*.............................
   2       --  Form of Agreement of Sale and Purchase Between Correctional
               Properties Trust and Wackenhut Corrections Corporation*.....
   3.1     --  Declaration of Trust of Correctional Properties Trust.......
   3.2     --  Form of Amended and Restated Declaration of Trust of
               Correctional Properties Trust*..............................
   3.3     --  Bylaws of Correctional Properties Trust.....................
   3.4     --  Form of Amended and Restated Bylaws of Correctional
               Properties Trust*...........................................
   3.5     --  Specimen of certificate representing the Common Shares*.....
   4.1     --  Provisions defining the rights of shareholders are found in
               the Form of Amended and Restated Declaration of Trust and
               the Form of Amended and Restated Bylaws, respectively, of
               Correctional Properties Trust (included as Exhibits 3.2 and
               3.4 to the Registration Statement)*.........................
   4.2     --  Commitment for Arrangement of Bank Credit Facility and
               Financing with Summary of Terms and Conditions from
               and             and accepted by Correctional Properties
               Trust*......................................................
   5.1     --  Opinion of Akerman, Senterfitt & Eidson, P.A., regarding the
               validity of the Common Shares*..............................
   8.1     --  Opinion of Akerman, Senterfitt & Eidson, P.A., regarding
               certain federal income tax matters*.........................
  10.1     --  Correctional Properties Trust Limited Partnership
               Contribution Agreement*.....................................
  10.2     --  Agreement of Limited Partnership of Correctional Properties
               Trust Operating Limited Partnership*........................
  10.3     --  Form of Master Agreement to Lease Between Correctional
               Properties Trust and WCCRE LLC*.............................
  10.4     --  Form of Lease Between Correctional Properties Trust and WCC
               RE Holdings, Inc. with respect to the Leased Properties*....
  10.5     --  Form Right to Purchase Agreement Between Correctional
               Properties Trust and WCCRE LLC*.............................
  10.6     --  Form Services Agreement between Correctional Properties
               Trust and The Wackenhut Corporation*........................
  10.7     --  Form of Consulting Agreement*...............................
  10.8     --  Form of Trustee and Officer Indemnification Agreement
               between Correctional Properties Trust and its trustees and
               officers*...................................................
  10.9     --  Form of Correctional Properties Trust 1998 Employee Share
               Incentive Option Plan*......................................
  10.10    --  Form of Correctional Properties Trust Non-Employee Trustees'
               Share Option Plan*..........................................
  21       --  List of Subsidiaries of Correctional Properties Trust*......
  23.1     --  Consent of Akerman, Senterfitt & Eidson, P.A. (included in
               Exhibits 5.1 and 8.1)*......................................
  23.2     --  Consent of Arthur Andersen LLP..............................
  23.3     --  Consent of George R. Wackenhut to Become a Trustee..........
  23.4     --  Consent of Richard R. Wackenhut to Become a Trustee.........
  23.5     --  Consent of Anthony D. Travisono to Become a Trustee.........
  23.6     --  Consent of Clarence E. Anthony to Become a Trustee..........

   169

                                                                             SEQUENTIALLY
EXHIBIT                                                                        NUMBERED
NUMBER                           DESCRIPTION OF EXHIBITS                         PAGE
- -------                          -----------------------                     ------------
                                                                    
  23.7     --  Consent of James D. Motta to Become a Trustee...............
  23.8     --  Consent of William M. Murphy to Become a Trustee............
  23.9     --  Consent of Robert R. Veach, Jr. to Become a Trustee.........
  24       --  Powers of Attorney (included in the signature pages)........

- ---------------
 
* To be filed by Amendment
   1
                                                                EXHIBIT 3.1

                          CORRECTIONAL PROPERTIES TRUST
                              DECLARATION OF TRUST

         THIS DECLARATION OF TRUST (as amended from time to time, the
"Declaration of Trust") is made as of the _____ day of February, 1998, by each
of the undersigned Trustees (collectively, the "Trustees"), each being at least
twenty-one (21) years of age and acting as Trustee.

                                    ARTICLE I

                                    FORMATION

         The Trustees hereby form a real estate investment trust (the "Trust")
within the meaning of Title 8 of the Corporations and Associations Article of
the Annotated Code of Maryland, as amended from time to time ("Maryland REIT
Law"). The Trust is not intended to be, and shall not be deemed to be, a general
partnership, limited partnership, limited liability partnership, joint venture,
joint stock company, limited liability company, corporation, or other form of
organization (but nothing herein shall preclude the Trust from being treated for
tax purposes as an association under the Internal Revenue Code of 1986, as
amended from time to time (the "Code")). The shareholders shall be beneficiaries
of the Trust, subject to the terms and conditions set forth herein:

                                   ARTICLE II

                                      NAME

         The name of the Trust is:

                  CORRECTIONAL PROPERTIES TRUST

         Under circumstances in which the Board of Trustees of the Trust (the
"Board of Trustees" or "Board") determines that the use of the name of the Trust
is not practicable, legal or convenient, the Trust may use any other designation
or name of the Trust as designated by the Board from time to time. The Trust
shall have the authority to operate under an assumed name or names, including,
without limitation, in such state or states or any political subdivision thereof
where it would not be legal, practical or convenient to operate in the name of
the Trust. The Trust shall have the authority to file such assumed name
certificate or other instruments in such places as may be required by applicable
law to operate under such assumed name or names.

   2

                                   ARTICLE III

                               PURPOSES AND POWERS

         Section 1. Purposes. The Trust is a for-profit real estate investment
trust organized for the purpose of engaging in any activity permitted to real
estate investment trusts under the laws of the State of Maryland.

         Section 2. Powers. The Trust shall have all the powers granted to real
estate investment trusts generally by the Maryland REIT Law or any successor
statute and shall have all further powers as are not inconsistent with and are
appropriate to promote and attain its purposes. In addition, it is intended that
the business of the Trust will be conducted so that the Trust will qualify (so
long as such qualification, in the opinion of the Trustees, is advantageous to
the shareholders) as a "real estate investment trust" as defined in the Code and
the provisions of this Declaration of Trust shall be construed in such manner as
to facilitate that qualification under the Code.

                                   ARTICLE IV

                       RESIDENT AGENT AND PRINCIPAL OFFICE

         The name and address of the resident agent of the Trust in the State of
Maryland is The Corporation Trust Company Incorporated, 300 E. Lombard Street,
Baltimore, Maryland 21202. The address of the Trust's initial principal office
is 4200 Wackenhut Drive, #100, Palm Beach Gardens, Florida 33410-4243. The Trust
may have such other offices or places of business within or without the State of
Maryland as the Trustees from time to time determine.

                                    ARTICLE V

                                BOARD OF TRUSTEES

         Section 1. Number. The number of Trustees on the Board of Trustees
shall initially be two, which number may thereafter be increased or decreased,
as determined from time to time by the Board of Trustees in accordance with the
Bylaws of the Trust, provided that the number of Trustees shall never be less
than the minimum number required by the Maryland REIT Law nor more than fifteen
(15). A Trustee need not be a shareholder. The business and affairs of the Trust
shall be managed under the direction of the Trustees and the Trustees shall have
full, exclusive and absolute power, control, and authority over the assets of
the Trust. This Declaration of Trust shall be construed with the presumption in
favor of the grant of power and authority to the Trustees.

                                      - 2 -

   3

         Section 2.   Initial Board; Term.

                  (a) The names of the two initial Trustees who, subject to
subsection (b) below, shall serve until the first annual meeting of shareholders
of the Trust and until their respective successors are duly elected and qualify
are George C. Zoley and Charles R. Jones.

                  (b) At the point in time as there are five or more Trustees,
the Trustees shall be divided into three classes, as nearly equal in number as
possible, with the term of the office of at least one class expiring each year.
One class of Trustees shall hold office initially for a term expiring at the
annual meeting of shareholders in 1999, another class shall hold office
initially for a term expiring at the annual meeting of shareholders in 2000, and
another class shall hold office initially for a term expiring at the annual
meeting of shareholders in 2001. Beginning with the annual meeting of
shareholders in 1999 and at each succeeding annual meeting of shareholders, the
Trustees of the class of Trustees whose term expires at such meeting will be
elected to hold office for a term expiring at the third succeeding annual
meeting. Each Trustee will hold office for the term for which he is elected and
until his successor is duly elected and qualifies.

                  (c) In the event of any increase or decrease in the authorized
number of Trustees:

                      1. Each Trustee then serving shall nevertheless continue 
         as a Trustee until the expiration of his term or his prior death,
         retirement, resignation or removal; and

                      2. Upon the creation of Trustee classes as described in
         Section 2(b) above, and except to the extent that an increase or
         decrease in the authorized number of Trustees occurs in connection with
         the rights of holders of Preferred Shares to elect additional Trustees,
         the newly-created or eliminated trusteeships resulting from any
         increase or decrease shall be apportioned by the Board of Trustees
         among the three classes so as to keep the number of Trustees in each
         class as nearly equal as possible.

         Section 3.   Term. Notwithstanding the provisions of Article V Sections
2(b) and (c), each Trustee shall serve until his successor is elected and
qualifies or until his prior death, retirement, resignation or removal.

         Section 4.   Removal. The shareholders may, at any time, remove any
Trustee, with or without cause, by an affirmative vote of holders of two-thirds
of shares entitled to vote in the election of Trustees.

         Section 5.   Vacancy.

                  (a) Except as may otherwise be provided pursuant to Article
VIII Section 5 hereof with respect to any rights of holders of Preferred Shares
to elect additional Trustees or any agreement relating to the right to designate
nominees for election to the Board of Trustees, should a vacancy

                                      - 3 -

   4

in the Board of Trustees occur or be created (whether arising through death,
retirement, resignation or removal or through an increase but not a decrease in
the number of authorized Trustees), such vacancy shall be filled by the
affirmative vote of a majority of the remaining Trustees, even though less than
a quorum of the Board of Trustees may exist. A Trustee so elected to fill a
vacancy shall serve for the remainder of the term of the class to which he was
elected and until his successor is elected and qualifies.

                (b) During any period when the holders of any series of
Preferred Shares have the right to elect additional Trustees as provided for or
fixed pursuant to the provisions of Article VIII Section 5 hereof, then upon
commencement and for the duration of the period during which such right
continues (i) the then otherwise total and authorized number of Trustees of the
Trust shall automatically be increased by the number of such additional
Trustees, and such holders of Preferred Shares shall be entitled to elect the
additional Trustees so provided for or fixed pursuant to said provisions, and
(ii) each such additional Trustee shall serve until the next Annual Meeting of
shareholders and until such Trustee's successor shall have been duly elected and
qualifies, or until such Trustee's right to hold such office terminates pursuant
to said provisions, whichever occurs earlier, subject to his earlier death,
disqualification, resignation or removal.

         Section 6. Amendment. The provisions set forth in this Article V may
not be repealed or amended in any respect, and no provision imposing cumulative
voting in the election of Trustees may be added to this Declaration of Trust,
unless such action is approved by the Board of Trustees and the affirmative vote
of the holders of not less than two-thirds (2/3) of all of the outstanding
shares of the Trust entitled to vote generally in the election of Trustees.

         Section 7. Legal Title. Legal title to all Trust Property (as
hereinafter defined) shall be vested in the Trustees, but they may cause legal
title to any Trust Property to be held by or in the name of any Trustee, or the
Trust, or any other person as nominee. "Trust Property" shall mean all property,
real, personal or otherwise, tangible or intangible, which is transferred or
conveyed to the Trust or the Trustees (including all rents, income, profits and
gains therefrom), or which is otherwise owned or held by, or for the account of,
the Trust or the Trustees.

         Section 8. Successor Trustees. The right, title and interest of the
Trustees in and to the Trust Property shall vest automatically in all persons
who may become Trustees hereafter upon their due election and qualification
without any further act, and thereupon they shall have the same rights,
privileges, powers, duties and immunities as though originally named as Trustees
in this Declaration of Trust. Appropriate written evidence of the election and
qualification of successor Trustees shall be filed with the records of the Trust
and in such other offices or places as the Trustees may deem necessary,
appropriate or desirable. Upon the resignation, removal or death of a Trustee or
other termination of his term of office, he (and in the event of his death, his
estate) automatically shall cease to have any right, title, or interest in or to
any of the Trust Property, and the right, title and interest in such Trustee in
and to the Trust Property shall vest automatically in the remaining Trustees
without any further act.

                                      - 4 -

   5

                                   ARTICLE VI

                               POWERS OF TRUSTEES

         Section 1. Powers of Trustees. The Trustees shall have all the powers
necessary, convenient or appropriate to effectuate the purposes of the Trust and
may take any action which they deem necessary or desirable to carry out such
purposes. Any determination of the purposes of the Trust made by the Trustees in
good faith shall be conclusive. In construing the provisions of this Declaration
of Trust, the presumption shall be in favor of the grant of power to the
Trustees. Except as otherwise provided under the Maryland REIT Law or this
Declaration of Trust, the Trustees' powers shall include, without limitation,
the following:

                  (1) To purchase, acquire through the issuance of shares in the
Trust, obligations of the Trust or otherwise, and to mortgage, sell, acquire or
lease, hold, manage, improve, lease to others, option, exchange, release and
partition, real estate interests of every nature, including freehold, leasehold,
mortgage, ground rent and other interests therein, and to erect, construct,
alter, repair, demolish or otherwise change buildings and structures of every
nature;

                  (2) To purchase, acquire through the issuance of shares in the
Trust, obligations of the Trust or otherwise, option, sell and exchange, stocks,
bonds, notes, certificates of indebtedness and securities of every nature;

                  (3) To purchase, acquire through the issuance of shares in the
Trust, obligations of the Trust or otherwise, mortgage, sell, acquire or lease,
hold, manage, improve, lease to others, option and exchange personal property of
every nature;

                  (4) To hold legal title to property of the Trust in the name
of the Trust, or in the name of one or more of the Trustees for the Trust, or of
any other person for the Trust, without disclosure of the interest of the Trust
therein;

                  (5) To borrow money for the purposes of the Trust and to give
notes, debentures, bonds or other negotiable or nonnegotiable instruments or
obligations of the Trust therefor; to enter into other obligations or guarantee
the obligations of others on behalf of and for the purposes of the Trust; and to
mortgage or pledge or cause to be mortgaged or pledged real and personal
property of the Trust to secure such notes, debentures, bonds, instruments or
other obligations;

                  (6) To lend money on behalf of the Trust and to invest the
funds of the Trust;

                  (7) To create reserve funds for such purposes as they deem
advisable;

                  (8) To deposit funds of the Trust in banks and other
depositories without regard to whether such accounts will draw interest;

                                      - 5 -

   6

                  (9)  To pay taxes and assessments imposed upon or chargeable
against the Trust or the Trustees (other than income, social security and other
taxes payable by the Trustees from their compensation from the Trust) by virtue
of or arising out of the existence, property, business or activities of the
Trust;

                  (10) To purchase, issue, sell or exchange shares in the Trust;

                  (11) To exercise in respect of property of the Trust all
options, privileges and rights, whether to vote, assent, subscribe or convert;
or of any other nature; to grant proxies; and to participate in and accept
securities issued under any voting trust agreement;

                  (12) To participate in any reorganization, readjustment,
consolidation, merger, dissolution, sale or purchase of assets, lease, or
similar proceedings of any corporation, partnership or other organization in
which the Trust shall have an interest and in connection therewith to delegate
discretionary powers to any reorganization, protective or similar committee and
to pay assessments and other expenses in connection therewith;

                  (13) To engage or employ officers, other employees, agents and
representatives of any nature, or independent contractors, including, without
limiting the generality of the foregoing, transfer agents for the transfer of
shares in the Trust, registrars, underwriters, dealers, agents or other
distributors for the sale of shares in the Trust, independent certified public
accountants, attorneys at law, appraisers, real estate agents and brokers; and
to delegate to one or more Trustees, agents, representatives, employees,
independent contractors or other persons such powers and duties as the Trustees
deem appropriate;

                  (14) To determine conclusively the allocation between capital
and income of the receipts, holdings, expenses and disbursements of the Trust,
regardless of the allocation which might be considered appropriate in the
absence of this provision;

                  (15) To determine conclusively the value from time to time,
and to revalue, the real estate, securities and other property of the Trust by
means of independent appraisals;

                  (16) To compromise or settle claims, questions, disputes and
controversies by, against or affecting the Trust;

                  (17) To solicit proxies of the shareholders;

                  (18) To adopt a fiscal year for the Trust and to change such
fiscal year;

                  (19) To adopt and use a seal;

                  (20) To merge the Trust with or into any other trust,
corporation, entity or person in accordance with the laws of the State of
Maryland;

                                      - 6 -

   7

                  (21) Exclusive power to make and alter the Bylaws of the Trust
in a manner that is not inconsistent with law or this Declaration of Trust to
regulate the government of the Trust and the administration of its affairs;

                  (22) To make donations for the public welfare or for
community, charitable, religious, educational, scientific, civic or similar
purposes, regardless of any direct benefit to the Trust;

                  (23) To cause the Trust to purchase general and/or limited
and/or limited liability partnership interests and interests in limited
liability companies in one or more partnerships or limited liability companies
formed to carry out the activities described above, and to exercise all of the
rights, powers and duties granted by the laws of the jurisdictions in which such
partnerships and limited liability companies are formed to general or limited
partners or members, as the case may be;

                  (24) To deal with the Trust Property in every way, including
providing for the Trust to be promotor, general or limited partner, member,
associate or manager of any joint ventures, partnerships, limited liability
companies and any other combinations or associations, that would be lawful for
an individual, whether similar to or different from the ways herein and
hereinabove specified;

                  (25) To cause the Trust to exercise its powers through
ownership or operation of corporate subsidiaries, partnerships, and limited
liability companies, and other combinations and operations; and

                  (26) To cause the Trust to curtail or cease its trust
activities by partially or completely liquidating and distributing its assets,
and the termination and dissolution of the Trust, in each case, without any
action or approval of the shareholders.

         Section 2. Trustees' Right to Own Shares. A Trustee may acquire, hold
and dispose of shares in the Trust for his individual account and may exercise
all rights of a shareholder to the same extent and in the same manner as if he
were not a Trustee.

         Section 3. Transactions Between the Trust and its Trustees, Officers,
Employees and Agents. Subject to any express restrictions in this Declaration of
Trust or adopted by the Trustees in the Bylaws or by resolution, the Trust may
enter into any contract or transaction of any kind (including without limitation
for the purchase, lease or sale of property or for any type of services,
including those in connection with underwriting or the offer or sale of
securities of the Trust) with any person, including any Trustee, officer,
employee or agent of the Trust or any person affiliated or associated with a
Trustee, officer, employee or agent of the Trust, whether or not any of them has
a financial interest in such transaction.

         Section 4. Amendment.  The provisions set forth in this Article VI may
not be repealed or amended in any respect unless such action is approved by the
Board of Trustees and the affirmative

                                      - 7 -

   8

vote of the holders of not less than two-thirds (2/3) of all of the outstanding
shares of the Trust entitled to vote generally in the election of Trustees.

                                   ARTICLE VII

                                   REIT STATUS

         The Trust is intended to qualify as a real estate investment trust
under the Maryland REIT Law, or any successor statutes. The Trust shall also
seek to elect and maintain status as a real estate investment trust ("REIT")
under Sections 856-860 or any successor sections, of the Code. It shall be the
duty of the Board of Trustees to use its commercially reasonable efforts to
ensure that the Trust satisfies the requirements for qualification as a REIT
under the Code, including, but not limited to, the ownership of its outstanding
shares, the nature of its assets, the sources of its income, and the amount and
timing of its distributions to its shareholders. The Board of Trustees shall
endeavor to take no action to disqualify the Trust as a REIT or to otherwise
revoke the Trust's election to be taxed as a REIT without the affirmative vote
of the holders of not less than two-thirds (2/3) of all of the outstanding
shares of the Trust entitled to vote on such matter.

                                  ARTICLE VIII

                             SHARES AND SHAREHOLDERS

         Section 1. Authorized Capital Shares. The total number of shares which
the Trust initially has authority to issue is 150,000,000 shares of a class
denominated Common Shares, $.001 par value per share, and 50,000,000 shares of a
class denominated Preferred Shares, $.001 par value per share, for an aggregate
of 200,000,000 shares with an aggregate par value of $200,000.

         Section 2. Certificates of Ownership. Ownership of shares shall be, as
determined by the Trustees, either (i) evidenced by certificates in such form as
shall be determined by the Trustees from time to time, or (ii) registered in
uncertificated form, each in accordance with the laws of the State of Maryland.
The owners of the shares, who are the beneficiaries of the Trust, shall be
designated as "shareholders." The certificates shall be negotiable and title
thereto shall be transferred by assignment or delivery in all respects as a
stock certificate of a Maryland corporation except as may be noted thereon.

         Section 3. Fractional Shares. The Trust may issue shares in fractional
denominations to the same extent as its whole shares, and any fractional share
shall carry proportionately the rights of a whole share, including without
limitation, the right to vote, the right to receive dividends and distributions
and the right to participate upon liquidation of the Trust. A fractional share
shall not however, have any right to receive a certificate evidencing it,
regardless of whether a full share has such right, but if so determined by the
Trustees, may be represented by scrip.

                                      - 8 -

   9

         Section 4. No Legal Title. The shareholders shall have no legal title
or interest in the Trust Property and no right to a partition thereof or to an
accounting therefor during the continuance of the Trust but only to the rights
expressly provided in this Declaration of Trust and under Maryland REIT Law.
Neither the transfer of shares nor the death, insolvency or incapacity of any
shareholder shall operate to dissolve or terminate the Trust, nor shall it
entitle any transferee, legal representative or other person to a partition of
the property of the Trust or to an accounting therefor.

         Section 5. Common Shares/Preferred Shares. Common Shares may be issued
from time to time upon authorization by the Board of Trustees of the Trust.
Preferred Shares may be issued from time to time upon authorization by the Board
of Trustees of the Trust, 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 this Declaration of Trust. Without limiting the foregoing, the Board of
Trustees shall have the power to classify and reclassify any unissued shares of
the Trust of any class or series 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. Shares may be issued for such
consideration as the Board of Trustees determines, including, without
limitation, for services and also as provided in this Article VIII Section 12
below, or, if issued as a result of a share dividend or share split, without any
consideration, and all shares so issued will be fully paid and non-assessable by
the Trust. The Board of Trustees may also authorize the issuance of debt
instruments, shares, and securities convertible into shares of the Trust for
such consideration as the Board of Trustees may deem advisable.

         Section 6. Annual Meeting. A meeting of shareholders shall be held
annually after the delivery of the annual report of the Trust at a convenient
location, within or without the United States, as determined by the Board of
Trustees, upon proper notice as set forth in the Bylaws of the Trust. However,
the failure to hold an annual meeting shall not invalidate the Trust's existence
or affect any otherwise valid act of the Trust or Trustees.

         Section 7. Dividends and Distributions. Subject to the provisions of
Article VII, the Trustees, within thirty (30) days after the end of each fiscal
year in each calendar year after the calendar year in which the Trust is
created, and, in their discretion, more frequently, 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 Trust as a "real
estate investment trust," as defined in the Code as well as such additional
dividends and distributions as the Trustees in their discretion may declare.

         Section 8. Dividends and Rights Upon Liquidation. After the provisions
with respect to preferential dividends or distributions of any series of
Preferred Shares, if any, shall have been satisfied, and subject to any other
conditions that may be fixed in accordance with the provisions of this Article
VIII Section 5, then, and not otherwise, all Common Shares will participate
equally in dividends and distributions payable to holders of shares of Common
Shares when and as declared by the Board of Trustees at their discretion. In the
event of voluntary or involuntary dissolution or

                                      - 9 -

   10

liquidation of the Trust, after distribution in full of the preferential
amounts, if any, to be distributed to the holders of Preferred Shares, the
holders of Common Shares shall, subject to the additional rights if any of the
holders of Preferred Shares fixed in accordance with Article VIII Section 5, be
entitled to receive all of the remaining assets of the Trust, tangible and
intangible, of whatever kind available for distribution to shareholders ratably
in proportion to the number of Common Shares held by them respectively.

         Section 9. Voting. Except as may be otherwise provided or fixed by the
Board of Trustees with respect to the voting rights of Preferred Shares pursuant
to Article VIII Section 5, each holder of Common Shares shall be entitled to one
vote per share on all matters to be voted on by the shareholders of the Trust.
The holders of Preferred Shares shall have no voting rights and shall have no
rights to receive notice of any meetings, except as required by law or as
expressly provided by the Board of Trustees, in accordance with law and the
rules of any stock exchange on which shares of the Trust may be listed, in
establishing any series or class thereof.

         Section 10. Voting Rights of Common Shareholders. Holders of the Common
Shares shall be entitled to vote only on the following matters: (a) except as
may be otherwise provided or fixed by the Board of Trustees with respect to the
voting rights of Preferred Shares pursuant to Article VIII, Section 5, election
or removal of Trustees as provided in Article V Sections 2 and 4; (b) amendment
of this Declaration of Trust to the extent provided in Article XI Section 1; (c)
a merger of the Trust to the extent required under the Maryland REIT Law or the
rules of any stock exchange on which the shares of the Trust are listed; (d)
with regard to the REIT status, as provided in Article VII; (e) on such other
matters as 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 shares of the Trust are
listed; and (f) with respect to such other matters as may be determined by the
Board of Trustees from time to time. Except with respect to the foregoing
matters, no action taken by the shareholders at any meeting shall in any way
bind the Trust or the Trustees.

         Section 11. Preemptive Rights. No holder of shares of the Trust shall
have any preemptive or preferential rights to subscribe to or purchase (i) any
shares of any class or series of the Trust, whether now or hereafter authorized;
(ii) any warrants, rights, or options to purchase any such shares; or (iii) any
securities or obligations convertible into any such shares or into warrants,
rights, or options to purchase any such shares.

         Section 12. Employee, Trustee and Other Options and Plans. By action of
the Trustees, the Trust may issue, for such consideration as the Trustees deems
appropriate, options, warrants or other rights, including share appreciation
rights, to acquire shares, and securities convertible into shares, and, in the
case of incentive or other compensatory plans for trustees, officers or
employees of the Trust, the Trustees may award such securities as fully paid and
nonassessable shares to plan participants for no or nominal consideration, and
may cause the Trust to make loans to (or accept promissory obligations for
future payment from) such participants to assist them in the exercise of options
or other rights and in the payment for shares, and may determine that any such
loan (or promissory obligation) shall not affect the fully paid and
nonassessable character of shares so issued.

                                     - 10 -

   11

         Section 13. Reacquired Shares. Subject to compliance with the Maryland
REIT Law, the Trust may repurchase or otherwise acquire its own shares and other
securities at such price or prices as the Board of Trustees may authorize and
for this purpose the Trust may create and maintain such reserves as are deemed
necessary and appropriate. Shares issued hereunder and purchased or otherwise
acquired for the account of the Trust shall constitute authorized but unissued
shares of the Trust.

         Section 14. Transferability of Shares. Subject to the provisions of
Article IX, shares in the Trust shall be transferable in accordance with the
procedures prescribed from time to time in the Trust's Bylaws. Except as may be
otherwise provided in the Bylaws, the persons in whose name the shares are
registered on the books of the Trust shall be deemed the absolute owners thereof
and, until a transfer is effected on the books of the Trust, the Trustees shall
not be affected by any notice, actual or constructive, of any transfer.

                                   ARTICLE IX

                          RESTRICTIONS AND LIMITATIONS
                       ON TRANSFER AND OWNERSHIP OF SHARES

         Section 1.        Restrictions on Transfer.

                  Section 1.1 Definitions. The following terms shall have the
following meanings:

                           (A) "Beneficial Ownership" shall mean ownership of
         Equity Shares by a Person who would be treated as an owner of such
         Equity Shares either directly under Section 542 of the Code or
         indirectly or constructively through the application of Section 544 of
         the Code, as modified by Section 856(h) of the Code. The terms
         "Beneficial Owner," "Beneficially Owns," and "Beneficially Owned" shall
         have
         correlative meanings.

                           (B) "Beneficiary" shall mean, with respect to any
         Share Trust, one or more organizations described in each of Section
         170(b)(1)(A) and Section 170(c) of the Code that are named by the Trust
         as the beneficiary or beneficiaries of such Share Trust, in accordance
         with the provisions of Article IX Section 1.1 hereof.

                           (C) "Board of Trustees" shall mean the Board of
         Trustees of the Trust.

                           (D) "Code" shall mean the Internal Revenue Code of
         1986, as amended from time to time.

                           (E) "Constructive Ownership" shall mean ownership of
         equity interests by a Person who would be treated as an owner of such
         interests either

                                     - 11 -

   12

         directly, indirectly or constructively under the Code including,
         without limitation, Section 318 of the Code, as applied by Section
         856(d)(5) of the Code. The terms "Constructive Owner," "Constructively
         Owns," and "Constructively Owned" shall
         have correlative meanings.

                           (F) "Equity Shares" shall mean Preferred Shares and
         Common Shares. The term "Equity Shares" shall include all Preferred
         Shares and Common Shares that are held as Shares-in-Trust in accordance
         with the provisions of this Article IX hereof.

                           (G) "Initial Public Offering" means the sale of
         Common Shares pursuant to the Trust's first effective registration
         statement for such Common Shares filed under the Securities Act of
         1933, as amended.

                           (H) "Market Price" shall mean, with respect to Common
         Shares or Preferred Shares, the last reported sales price of such
         shares reported on the New York Stock Exchange on the trading day
         immediately preceding the relevant date, or if such shares are not then
         traded on the New York Stock Exchange, 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 of
         the Trust.

                           (I) "Non-Transfer Event" shall mean an event other
         than a purported Transfer that would cause any Person to Beneficially
         Own or Constructively Own Equity Shares in excess of the Ownership
         Limit, including, but not limited to, the granting of any option or
         entering into any agreement for the sale, transfer or other disposition
         of Equity Shares, or the sale, transfer, assignment or other
         disposition of any securities or rights convertible into or
         exchangeable for Equity Shares or the acquisition of an interest in any
         entity other than the Trust, or the commencement of a relationship with
         any Person.

                           (J) "Operating Partnership" shall mean CPT Operating
         Partnership L.P., a Delaware limited partnership.

                           (K) "Ownership Limit" shall mean, with respect to the
         Common Shares, 9.8% of the number of each class or series of the
         outstanding Common Shares and, with respect to the Preferred Shares,
         9.8% of the number of each class or series of the outstanding Preferred
         Shares.

                           (L) "Permitted Transferee" shall mean any Person
         designated as a Permitted Transferee in accordance with the provisions
         of this Article IX Section 2.5 hereof.

                                     - 12 -

   13

                           (M) "Person" shall mean an individual, corporation,
         partnership, estate, trust, a portion of a trust permanently set aside
         for or to be used exclusively for the purposes described in Section
         642(c) of the Code, association, private foundation within the meaning
         of Section 509(a) of the Code, joint stock company or other entity and
         also includes a group as that term is used for purposes of Section
         13(d)(3) of the Securities Exchange Act of 1934, as amended.

                           (N) "Prohibited Owner" shall mean, with respect to
         any purported Transfer or Non-Transfer Event, any Person who, but for
         the provisions of Article IX Section 2 hereof, would own record title
         to Equity Shares.

                           (O) "REIT" shall mean a real estate investment trust
         under Section 856 of the Code.

                           (P) "Restriction Termination Date" shall mean the
         first day after the date of the Initial Public Offering on which the
         Board of Trustees and the shareholders of the Trust determine that it
         is no longer in the best interests of the Trust to attempt to, or
         continue to, qualify as a REIT.

                           (Q) "Shares-in-Trust" shall mean any Equity Shares
         designated Shares-in-Trust pursuant to this Article IX Section 1.3
         hereof.

                           (R) "Share Trust" shall mean any separate trust
         created pursuant to this Article IX Section 1.3 hereof and administered
         in accordance with the terms of this Article IX Section 2 hereof, for
         the exclusive benefit of any Beneficiary.

                           (S) "Share Trustee" shall mean any person or entity
         unaffiliated with both the Trust and any Prohibited Owner, such Share
         Trustee to be designated by the Trust to act as trustee of any Share
         Trust, or any successor trustee thereof.

                           (T) "Transfer" shall mean any sale, transfer, gift,
         assignment, devise or other disposition of Equity Shares, whether
         voluntary or involuntary, whether of record, constructively or
         beneficially and whether by operation of law or otherwise.

                  Section 1.2. Restriction on Transfers.

                           (A) Except as provided in this Article IX Section 1.7
hereof, during the period commencing on the date of the Initial Public Offering
and ending immediately prior to the Restriction Termination Date, (i) no Person
shall Beneficially Own or Constructively Own any Equity Shares in excess of the
Ownership Limit and (ii) any Transfer or Non-Transfer Event that, if effective,
would result in any Person Beneficially Owning or Constructively Owning Equity
Shares in excess of the Ownership Limit shall be void ab initio as to that
number of Equity Shares which would be otherwise Beneficially Owned or
Constructively Owned by such Person in excess of the Ownership

                                     - 13 -

   14

Limit, and the intended transferee shall acquire no rights with respect to such
excess Equity Shares. Notwithstanding the foregoing, in case of a Transfer or
Non-Transfer Event arising from the grant of any options to any Person pursuant
to any share option plan of the Trust or otherwise, the period referred to in
the first sentence of this paragraph shall commence on the date on which the
Trust commences its existence.

                           (B) Except as provided in this Article IX Section 1.7
hereof, from the date of the Initial Public Offering and ending immediately
prior to the Restriction Termination Date, any Transfer or Non-Transfer Event
that, if effective, would result in the Equity Shares being beneficially owned
by fewer than 100 Persons (determined without reference to any rules of
attribution) shall be void ab initio as to the Transfer of that number of shares
which would result in the Equity Shares being beneficially owned by fewer than
100 persons, and the intended transferee shall acquire no rights with respect to
such excess Equity Shares.

                           (C) From the date of the Initial Public Offering and 
ending immediately prior to the Restriction Termination Date, any Transfer or
Non-Transfer Event that, if effective, would result in the Trust being "closely
held" within the meaning of Section 856(h) of the Code shall be void ab initio
as to that number of Equity Shares which would cause the Trust to be "closely
held" within the meaning of Section 856(h) of the Code, and the intended
transferee shall acquire no rights with respect to such excess Equity Shares.

                           (D) From the date of the Initial Public Offering and
ending immediately prior to the Restriction Termination Date, any Transfer or
Non-Transfer Event that, if effective, would cause the Trust to Constructively
Own 10% or more of the ownership interests in a tenant of the real property of
the Trust, the Operating Partnership or any direct or indirect subsidiary
(including, without limitation, partnerships and limited liability companies) of
the Trust or the Operating Partnership, within the meaning of Section
856(d)(2)(B) of the Code, shall be void ab initio as to that number of Equity
Shares which would cause the Trust to Constructively Own 10% or more of the
ownership interests in a tenant of the Trust's real property of the Trust, the
Operating Partnership or any direct or indirect subsidiary (including, without
limitation, partnerships and limited liability companies) of the Trust or the
Operating Partnership, within the meaning of Section 856(d)(2)(B) of the Code,
and the intended transferee shall acquire no rights with respect to such excess
Equity Shares. Notwithstanding the foregoing, in case of a Transfer or
Non-Transfer Event arising from the grant of any options to any Person pursuant
to any share option plan of the Trust or otherwise, the period referred to in
the first sentence of this paragraph shall commence on the date on which the
Trust commences its existence.

                  Section 1.3. Transfer to Share Trust.

                           (A) If, notwithstanding the other provisions
contained in this Article IX, at any time after the date of the Initial Public
Offering and prior to the Restriction Termination Date, there is a purported
Transfer or Non-Transfer Event such that any Person would either Beneficially
Own or Constructively Own Equity Shares in excess of the Ownership Limit, then
(i) except as otherwise provided in Article IX Section 1.7 hereof, the purported
transferee shall acquire no right

                                     - 14 -

   15

or interest (and, in the case of a Non-Transfer Event, the person holding record
title to the Equity Shares Beneficially Owned or Constructively Owned by such
Beneficial Owner or Constructive Owner, shall cease to own any right or
interest) in such number of Equity Shares which would cause such Beneficial
Owner or Constructive Owner to Beneficially Own or Constructively Own Equity
Shares in excess of the Ownership Limit, and (ii) such number of Equity Shares
in excess of the Ownership Limit (rounded up to the nearest whole share) shall
be designated Shares-in-Trust and, in accordance with the provisions of Article
IX Section 2 hereof, transferred automatically and by operation of law to a
Share Trust to be held in accordance with that Article IX Section 2. Such
transfer to a Share Trust and the designation of shares as Shares-in-Trust shall
be effective as of the close of business on the business day prior to the date
of the Transfer or Non-Transfer Event, as the case may be.

                           (B) If, notwithstanding the provisions contained in
this Article IX, at any time after the date of the Initial Public Offering and
prior to the Restriction Termination Date, there is a purported Transfer or
Non-Transfer Event that, if effective, would cause the Trust to become "closely
held" within the meaning of Section 856(h) of the Code or would cause the Trust
to Constructively Own 10% or more of the ownership interests in a tenant of the
real property of the Trust, the Operating Partnership or any direct or indirect
subsidiary (including, without limitation, partnerships and limited liability
companies) of the Trust or the Operating Partnership, within the meaning of
Section 856(d)(2)(B) of the Code, then (i) the purported transferee shall not
acquire any right or interest (and, in the case of a Non-Transfer Event, the
person holding record title to the Equity Shares with respect to which such
Non-Transfer Event, occurred, shall cease to own any right or interest) in such
number of Equity Shares the ownership of which by such purported transferee or
record holder would cause the Trust to be "closely held" within the meaning of
Section 856(h) of the Code or would cause the Trust to Constructively Own 10% or
more of the ownership interests of the real property of the Trust, the Operating
Partnership or any direct or indirect subsidiary (including, without limitation,
partnerships and limited liability companies) of the Trust or the Operating
Partnership, within the meaning of Section 856(d)(2)(B) of the Code, and (ii)
such number of Equity Shares (rounded up to the nearest whole share) shall be
designated Shares-in-Trust and, in accordance with the provisions of Article IX
Section 2 hereof, transferred automatically and by operation of law to a Share
Trust to be held in accordance with that Article IX Section 2. Such transfer to
a Share Trust and the designation of shares as Shares-in-Trust shall be
effective as of the close of business on the business day prior to the date of
the Transfer or Non-Transfer Event, as the case may be.

                  Section 1.4. Remedies for Breach. If the Trust or its
designees shall at any time determine in good faith that a Transfer has taken
place in violation of Article IX Section 2 hereof or that a Person intends to
acquire or has attempted to acquire Beneficial Ownership or Constructive
Ownership of any Equity Shares in violation of Article IX Section 2 hereof, the
Trust shall take such action as it deems advisable to refuse to give effect to
or to prevent such Transfer or acquisition, including, but not limited to,
refusing to give effect to such Transfer on the books of the Trust or
instituting proceedings to enjoin such Transfer or acquisition.

                                     - 15 -

   16

                  Section 1.5. Notice of Restricted Transfer. Any Person who
acquires or attempts to acquire Equity Shares in violation of Article IX Section
1.2 hereof, or any Person who owned Equity Shares that were transferred to a
Share Trust pursuant to the provisions of Article IX Section 1.3 hereof, shall
immediately give written notice to the Trust of such event and shall provide to
the Trust such other information as the Trust may request in order to determine
the effect, if any, of such Transfer or the Non-Transfer Event, as the case may
be, on the Trust's status as a REIT.

                  Section 1.6. Owners Required to Provide Information.  From the
date of the Initial Public Offering and prior to the Restriction Termination
Date:

                           (A) Every Beneficial Owner or Constructive Owner of
more than 5%, or such lower percentages as required pursuant to regulations
under the Code, of the outstanding Equity Shares of the Trust shall, within 30
days after the close of the Trust's taxable year, give written notice to the
Trust stating the name and address of such Beneficial Owner or Constructive
Owner, the number of shares of Equity Shares Beneficially Owned or
Constructively Owned, and a description of how such shares are held. Each such
Beneficial Owner or Constructive Owner shall provide to the Trust such
additional information as the Trust may request in order to determine the
effect, if any, of such Beneficial Ownership or Constructive Ownership on the
Trust's status as a REIT and to ensure compliance with the Ownership Limit.

                           (B) Each person who is a Beneficial Owner or 
Constructive Owner of Equity Shares and each Person (including the shareholder
of record) who is holding Equity Shares for a Beneficial Owner or Constructive
Owner shall provide to the Trust such information as the Trust may request in
order to determine the Trust's status as a REIT and to ensure compliance with
the Ownership Limit.

                  Section 1.7. Exception. The Ownership Limit shall not apply to
the acquisition of Equity Shares by an underwriter that participates in a public
offering of such Shares for a period of 90 days following the purchase by such
underwriter of such Shares provided that the restrictions contained in Section
1.2 of this Article IX will not be violated following the distribution by such
underwriter of such Shares. In addition, the Board of Trustees may, in its sole
discretion, exempt a Person from the Ownership Limit under terms and conditions
established in the sole discretion of the Board of Trustees as it may deem
necessary or desirable in order to maintain the Trust's status as a REIT.

         Section 2. Shares-in-Trust.

                  Section 2.1. Share Trust. Without limiting the automatic
effect of the following provisions of this Article IX Section 2.1, the
Prohibited Owner shall be obligated to submit the Shares-in-Trust to the Trust
for registration in the name of the Share Trustee. Any Equity Shares transferred
automatically and by operation of law to a Share Trust and designated
Shares-in-Trust pursuant to Article IX Section 1.3 hereof shall be held for the
exclusive benefit of the Beneficiary. The Trust shall name a Beneficiary of each
Share Trust within five days after discovery of the existence thereof. Any
transfer to a Share Trust, and subsequent designation of Equity Shares as

                                     - 16 -

   17

Shares-in-Trust pursuant to Article IX Section 1.3 hereof, shall be effective as
of the close of business on the business day prior to the date of the Transfer
or Non-Transfer Event that results in the transfer to the Share Trust.
Shares-in-Trust shall remain issued and outstanding Equity Shares of the Trust
and shall be entitled to the same rights and privileges on identical terms and
conditions as are all other issued and outstanding Equity Shares of the same
class and series. When transferred to the Permitted Transferee in accordance
with the provisions of this Article IX Section 2.3 hereof, such Shares-in-Trust
shall cease to be designated as Shares-in-Trust.

                  Section 2.2. Dividend Rights. The Share Trustee, as record
holder of Shares-in-Trust, shall be entitled to receive all dividends and
distributions as may be declared by the Board of Trustees on such Equity Shares
and shall hold such dividends or distributions in trust for the benefit of the
Beneficiary. The Prohibited Owner with respect to Shares-in-Trust shall repay to
the Share Trustee the amount of any dividends or distributions received by it
that (i) are attributable to any Equity Shares designated Shares-in-Trust and
(ii) the record date of which was on or after the date that such shares became
Shares-in-Trust. The Trust shall take all measures that it determines are
reasonably necessary to recover the amount of any such dividend or distribution
paid to a Prohibited Owner, including, if necessary, withholding any portion of
future dividends or distributions payable on Equity Shares Beneficially Owned or
Constructively Owned by the Person who, but for the provisions of Article IX
Section 1.3 hereof, would Constructively Own or Beneficially Own the
Shares-in-Trust.

                  Section 2.3. Rights Upon Liquidation. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of, or in a
distribution of the assets of the Trust, the Share Trustee of Shares-in-Trust
shall be entitled to receive on behalf of each Share Trust, ratably with each
other holder of Equity Shares of the same class or series, that portion of the
assets of the Trust which is available for distribution to the holders of such
class and series of Equity Shares. The Share Trustee shall distribute to the
Prohibited Owner the amounts received upon such liquidation, dissolution, or
winding up, or distribution; provided, however, that the Prohibited Owner shall
not be entitled to receive amounts pursuant to this Article IX Section 2.3 in
excess of, in the case of a purported Transfer in which the Prohibited Owner
gave value for Equity Shares and which Transfer resulted in the transfer of the
shares to the Share Trust, the price per share, if any, such Prohibited Owner
paid for the Equity Shares and, in the case of a Non-Transfer Event or Transfer
in which the Prohibited Owner did not give value for such shares (e.g., if the
shares were received through a gift or devise) and which Non-Transfer Event or
Transfer, as the case may be, resulted in the transfer of shares to the Share
Trust, the price per share equal to the Market Price on the date of such
Non-Transfer Event or Transfer. Any remaining amount in such Share Trust shall
be distributed to the Beneficiary.

                  Section 2.4. Voting Rights. The Share Trustee shall be
entitled to vote all Shares-in-Trust. Any vote by a Prohibited Owner as a holder
of Equity Shares prior to the discovery by the Trust that the Equity Shares are
Shares-in-Trust shall, subject to applicable law, be rescinded and shall be void
ab initio with respect to such Shares-in-Trust and the Prohibited Owner shall be
deemed to have given, as of the close of business on the business day prior to
the date of the purported Transfer or Non-Transfer Event that results in the
transfer to the Share Trust of Equity Shares under

                                     - 17 -

   18

Article IX Section 1.3 hereof, an irrevocable proxy to the Share Trustee to vote
the Shares-in-Trust in the manner in which the Share Trustee, in its sole and
absolute discretion, desires.

                  Section 2.5. Designation of Permitted Transferee. The Share
Trustee shall have the exclusive and absolute right to designate a Permitted
Transferee of any and all Shares-in-Trust. As soon as reasonably practicable, in
an orderly fashion so as not to materially adversely affect the Market Price of
the Shares-in-Trust, the Share Trustee shall designate any Person as Permitted
Transferee, provided, however, that (i) the Permitted Transferee so designated
purchases for valuable consideration (whether in a public or private sale) the
Shares-in-Trust, and (ii) the Permitted Transferee so designated may acquire
such Shares-in-Trust without such acquisition resulting in a transfer to a Share
Trust and the redesignation of such Equity Shares so acquired as Shares-in-Trust
under Article IX Section 1.3 hereof. Upon the designation by the Share Trustee
of a Permitted Transferee in accordance with the provisions of this Article IX
Section 2.5, the Share Trustee of a Share Trust shall (i) cause to be
transferred to the Permitted Transferee that number of Shares-in-Trust acquired
by the Permitted Transferee, (ii) cause to be recorded on the books of the Trust
that the Permitted Transferee is the holder of record of such number of Equity
Shares, and (iii) distribute to the Beneficiary any and all amounts held with
respect to the Shares-in-Trust after making that payment to the Prohibited Owner
pursuant to Article IX Section 2.6 hereof.

                  Section 2.6. Compensation to Record Holder of Equity Shares
that Become Shares-in-Trust. Any Prohibited Owner shall be entitled (following
discovery of the Shares-in-Trust and subsequent designation of the Permitted
Transferee in accordance with Article IX Section 2.5 hereof) to receive from the
Share Trustee the lesser of (i) in the case of (a) a purported Transfer in which
the Prohibited Owner gave value for Equity Shares and which purported Transfer
resulted in the transfer of the shares to the Share Trust, the price per share,
if any, such Prohibited Owner paid for the Equity Shares, or (b) a Non-Transfer
Event or Transfer in which the Prohibited Owner did not give value for such
shares (e.g., if the shares were received through a gift or devise) and which
Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of
shares to the Share Trust, the price per share equal to the Market Price on the
date of such Non-Transfer Event or Transfer, and (ii) the price per share
received by the Share Trustee of the Share Trust from the sale or other
disposition of such Shares-in-Trust in accordance with Article IX Section 2.5
hereof. Any amounts received by the Share Trustee in respect of such
Shares-in-Trust and in excess of such amounts to be paid the Prohibited Owner
pursuant to this Article IX Section 2.6 shall be distributed to the Beneficiary
in accordance with the provisions of Article IX Section 2.5 hereof. Each
Beneficiary and Prohibited Owner waive any and all claims that they may have
against the Share Trustee and the Share Trust arising out of the disposition of
Shares-in-Trust, except for claims arising out of the gross negligence or
willful misconduct of, or any failure to make payments in accordance with this
Article IX by such Share Trustee or the Trust.

                  Section 2.7. Purchase Right in Shares-in-Trust. Shares-in-
Trust shall be deemed to have been offered for sale to the Trust, 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 devise,
gift or Non-Transfer Event, the Market Price at the time of such devise, gift,
or Non-Transfer Event) and (ii) the Market Price on the date the Trust, or its
designee, accepts such offer. The Trust shall

                                     - 18 -

   19

have the right to accept such offer for a period of ninety (90) days after the
later of (i) the date of the Non-Transfer Event or purported Transfer which
resulted in such Shares-in-Trust and (ii) the date the Trust determines in good
faith that a Transfer or Non-Transfer Event resulting in Shares-in-Trust has
occurred, if the Trust does not receive a notice of such Transfer or
Non-Transfer Event pursuant to Article IX Section 1.3 hereof

         Section 3. Remedies not Limited. Nothing contained in this Article IX
shall limit the authority of the Trust to take such other action as it deems
necessary or advisable to protect the Trust and the interests of its
shareholders by preservation of the Trust's status as a REIT and to ensure
compliance with the Ownership Limit; provided, however, that nothing in this
Article IX or elsewhere in this Declaration of Trust shall preclude settlement
of any transaction entered into or through the facilities of the New York Stock
Exchange or any other exchange on which Equity Shares may be listed from time to
time.

         Section 4. Ambiguity. In the case of an ambiguity in the application of
any of the provisions of Article IX, including any definition contained in
Article IX Section 1 hereof, the Board of Trustees shall have the power to
determine the application of the provisions of this Article IX with respect to
any situation based on the facts known to it.

         Section 5. Legend. Each certificate for Equity Shares shall bear the
following legend:

         "The [Common or Preferred] Shares represented by this certificate are
         subject to restrictions on transfer as set forth in the Declaration of
         Trust of the Trust. No Person may (i) Beneficially Own or
         Constructively Own Common Shares in excess of 9.8% of the number of any
         class or series of the outstanding Common Shares, (ii) Beneficially Own
         or Constructively Own Preferred Shares in excess of 9.8% of the number
         of any class or series of the outstanding Preferred Shares, (iii)
         Beneficially Own Equity Shares that would result in the Trust being
         "closely held" under Section 856(h) of the Internal Revenue Code of
         1986, as amended (the "Code"), or (iv) Constructively Own Equity Shares
         that would cause the Trust to Constructively Own 10% or more of the
         ownership interests in a tenant of the real property of the Trust, the
         Operating Partnership or any direct or indirect subsidiary (including,
         without limitation, partnership and limited liability companies) of the
         Trust or the Operating Partnership, within the meaning of Section
         856(d)(2)(B) of the Code. Any Person who attempts to Beneficially Own
         or Constructively Own Equity Shares in excess of the above limitations
         must immediately notify the Trust in writing. If the restrictions above
         are violated, the Equity Shares represented hereby will be transferred
         automatically and by operation of law to a Share Trust and shall be
         designated Shares-in-Trust. All capitalized terms in this legend have
         the meanings defined in the Trust's Declaration of Trust, as the same
         may be further amended from time to time, a copy of which, including
         the restrictions on transfer, will be sent without charge to each
         shareholder who so requests."

                                     - 19 -

   20

         Section 6. Severability. If any provision of this Article IX or any
application of any such provision is determined to be invalid by any federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provision shall
be affected only to the extent necessary to comply with the determination of
such court.

                                    ARTICLE X

                                 INDEMNIFICATION

         Section 1. Limitation on Liability. To the maximum extent that Maryland
law in effect from time to time permits limitation of liability of trustees or
officers of real estate investment trusts, no Trustee or officer of the Trust
shall be liable to the Trust or its shareholders for money damages. Neither the
amendment nor repeal of this provision, nor the adoption or amendment of any
other provision of this Declaration of Trust or Bylaws inconsistent with this
provision, shall apply to or affect in any respect the applicability of the
preceding sentence with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.

         Section 2. Indemnification. The Trust shall indemnify and advance
expenses to a Trustee or officer of the Trust to the fullest extent permitted by
and in accordance with the laws of the State of Maryland in effect from time to
time. To the extent determined by the Board of Trustees, in accordance with the
laws of the State of Maryland, the Trust may indemnify and advance expenses to
other employees and agents of the Trust. Neither the amendment nor repeal of
this provision, nor the adoption or amendment of any other provision of this
Declaration of Trust or Bylaws inconsistent with this provision, shall affect
any right of any person under this Article X Section 2 based on any event,
omission or proceeding prior to such amendment or repeal.

         Section 3. Non-liability and Indemnification of Shareholders.
Shareholders shall not by virtue of being shareholders of the Trust be liable
personally or individually in any manner whatsoever for any debt, act, omission
or obligation incurred by the Trust or the Trustees and shall be under no
obligation to the Trust or its creditors in respect to such shares other than
the obligation to pay to the Trust the full amount of the consideration for
which the shares were issued or to be issued. The shareholders shall not be
liable to assessment and the Trustees shall have no power to bind the
shareholders personally. The Trust shall indemnify and hold each shareholder
harmless from and against all claims and liabilities, whether they proceed to
judgment or are settled or otherwise brought to a conclusion, to which such
shareholder may become subject solely by reason of his being a shareholder or
having held shares of the Trust, and shall reimburse such shareholder for all
legal and other expenses reasonably incurred by him in connection with any such
claim or liability; provided, however, that no such shareholder shall be
indemnified or reimbursed if such claim, obligation or liability is adjudged
finally by a competent court of law to have arisen out of the shareholder's bad
faith, willful misconduct or gross negligence, and, provided, further, that such
shareholder must give prompt notice as to any such claims or liabilities or
suits and must take such action as will permit the Trust to conduct the defense
thereof. The rights accruing to a shareholder under this Article X Section 3
shall not exclude any other rights to which such shareholder lawfully may be
entitled, nor

                                     - 20 -

   21

shall anything herein contained restrict the right of the Trust to indemnify or
reimburse a shareholder in any appropriate situation even though not
specifically provided herein; provided, however, that the Trust shall have no
liability to reimburse shareholders for taxes assessed against them by reason of
their ownership of shares, nor for any losses suffered by reason of changes in
the market value of securities of the Trust.

         Section 4. Insurance. The Trust may, but shall not be required to,
purchase and maintain insurance on behalf of any person who is or was a
shareholder, trustee, officer, employee or agent of the Trust or who, while a
trustee, officer, employee or agent of the Trust is or was serving at the
request of the Trust as a trustee, officer, partner, trustee, employee or agent
of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against liability asserted against or
incurred by such person in that capacity or arising from such person's status as
a shareholder, trustee, officer, employee or agent, whether or not the Trust
would have power to indemnify such person against the same liability under
Article X hereof.

         Section 5. Express Exculpatory Clauses in Instruments. Neither the
shareholders nor the Trustees, officers, employees or agents of the Trust shall
be liable under any written instrument creating an obligation of the Trust, and
all persons shall look solely to the Trust Property for the payment of any claim
under or for the performance of that instrument. The omission of the foregoing
exculpatory language from any instrument shall not affect the validity or
enforceability of such instrument and shall not render any shareholder, Trustee,
officer, employee or agent liable thereunder to any third party, nor shall the
Trustees or any shareholder, officer, employee or agent of the Trust be liable
to anyone for such omission.

                                   ARTICLE XI

                                    AMENDMENT

         Section 1. Amendment. Except as otherwise provided in this Declaration
of Trust, this Declaration of Trust may be amended in accordance with the
applicable laws of the State of Maryland, and, in accordance therewith, (a)
Articles V and VI of this Declaration of Trust may be amended only as provided
therein; (b) the Trustees by a majority vote may amend this Declaration of Trust
to increase or decrease the aggregate number of shares or the number of shares
of any series or class that the Trust has authority to issue; (c) the Trustees
by a two-thirds (2/3) vote may amend this Declaration of Trust to qualify, or
continue to qualify, the Trust as a real estate investment trust under the Code
or under Maryland law; and (d) to the extent permitted by law, a majority of the
entire Board of Trustees may amend this Declaration of Trust in any respect in
which the charter of a Maryland corporation may be amended pursuant to Section
2-605 of the Maryland General Corporation Law, or any successor thereto.

                                     - 21 -

   22

                                   ARTICLE XII

                            RELIANCE BY THIRD PARTIES

         Any certificate shall be final and conclusive as to any persons dealing
with the Trust if executed by an individual who, according to the records of the
Trust or of any recording office in which this Declaration of Trust may be
recorded, appears to be the Secretary or an Assistant Secretary of the Trust or
a Trustee, and if certifying to: (a) the number or identity of Trustees,
officers of the Trust or shareholders; (b) the due authorization of the
execution of any document; (c) the action or vote taken, and the existence of a
quorum, at a meeting of Trustees or shareholders; (d) a copy of this Declaration
of Trust or of the Bylaws as a true and complete copy as then in force; (e) an
amendment to this Declaration of Trust; (f) the termination of the Trust; or (g)
the existence of any fact or facts which relate to the affairs of the Trust. No
purchaser, lender, transfer agent or other person shall be bound to make any
inquiry concerning the validity of any transaction purporting to be made on
behalf of the Trust by the Trustees or by any officer, employee or agent of the
Trust.

                                     - 22 -

   23

         IN WITNESS WHEREOF, each of the undersigned Trustees has executed this
Declaration of Trust on the _____ day of February, 1998 and acknowledges this
Declaration of Trust to be his act.

                                    TRUSTEES:

                                     /s/ George C. Zoley 
                                    -------------------------------
                                    George C. Zoley

                                     /s/ Charles R. Jones 
                                    -------------------------------
                                    Charles R. Jones

                                     - 23 -
   1

                                                             EXHIBIT 3.3

                          CORRECTIONAL PROPERTIES TRUST

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES

         Section 1. PRINCIPAL OFFICE. The principal office of the Trust shall be
determined by the Board of Trustees and located at such place or places as the
Trustees may designate.

         Section 2. ADDITIONAL OFFICES. The Trust may have additional offices at
such places as the Trustees may from time to time determine or the business of
the Trust may require.

         Section 3. FISCAL AND TAXABLE YEARS. The fiscal and taxable years of
the Trust shall begin on January 1 and end on December 31.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1. PLACE. All meetings of shareholders shall be held at the
principal office of the Trust or at such other place within or without the
United States as shall be determined by the Board of Trustees and stated in the
notice of the meeting.

         Section 2. ANNUAL MEETING. An annual meeting of the shareholders for
the election of Trustees and the transaction of any business within the powers
of the Trust shall be held each year, following the delivery of the annual
report, referred to in Section 12 of this Article II, no later than 120 days
after the end of the Trust's fiscal year at a convenient location, as determined
by the Board of Trustees, and on proper notice, on a date and at the time set by
the Trustees, beginning with the year 1999. Failure to hold an annual meeting
does not invalidate the Trust's existence or affect any otherwise valid acts of
the Trust.

         Section 3. SPECIAL MEETINGS. The Chairman of the Board, a majority of
the Trustees or a committee of the Board of Trustees which has been duly
designated by the Board of Trustees and whose powers and authority, as provided
in a resolution of the Board of Trustees or these Bylaws, include the power to
call such meetings may call special meetings of the shareholders. Special
meetings may not be called by the shareholders or by any other person or persons
or entity.

   2

         Section 4. NOTICE. Not less than 10 nor more than 90 days before each
meeting of shareholders, the secretary shall give to each shareholder entitled
to vote at such meeting and to each shareholder not entitled to vote who is
entitled to notice of the meeting written or printed notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may
be required by any statute, the purpose for which the meeting is called, either
by mail or by presenting it to such shareholder personally or by leaving it at
his residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail addressed to the
shareholder at his post office address as it appears on the records of the
Trust, with postage thereon prepaid.

         Section 5. SCOPE OF NOTICE. Any business of the Trust may be transacted
at an annual meeting of shareholders without being specifically designated in
the notice, except such business as is required by any statute to be stated in
such notice. No business shall be transacted at a special meeting of
shareholders except as specifically designated in the notice.

         Section 6. ORGANIZATION. At every meeting of the shareholders, the
Chairman of the Board, if there be one, shall conduct the meeting or, in the
case of vacancy in office or absence of the Chairman of the Board, one of the
following officers present shall conduct the meeting in the order stated: the
Vice Chairman of the Board, if there be one, the President, the Vice Presidents
in their order of rank and seniority and the Secretary, or, in his absence, an
assistant secretary, or in the absence of both the Secretary and assistant
secretaries, a person appointed by the Chairman shall act as Secretary.

         Section 7. QUORUM. At any meeting of shareholders, the presence in
person or by proxy of shareholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this Section
shall not affect any requirement under any statute or the Declaration of Trust
for the vote necessary for the adoption of any measure. If, however, such quorum
shall not be present at any meeting of the shareholders, the shareholders
entitled to vote at such meeting, present in person or by proxy, shall have the
power to adjourn the meeting from time to time to a date not more than 120 days
after the original record date without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         Section 8. VOTING: NONAPPLICABILITY OF CONTROL SHARE STATUTE. A
plurality of all the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to elect a Trustee. Each share may
be voted for as many individuals as there are Trustees to be elected and for
whose election the share is entitled to be voted. A majority of the votes cast
at a meeting of shareholders duly called and at which a quorum is present shall
be sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required herein or by
statute or by the Declaration of Trust. Unless otherwise provided in the
Declaration, each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.

                                      - 2 -

   3

         Title 3, Subtitle 7, Voting Rights of Certain Control Shares, of the
Corporations and Associations Article of the Annotated Code of Maryland (or any
successor statute) shall not apply to any acquisition of ownership of, or voting
rights or other interests in any shares of the Trust.

         Section 9. PROXIES. A shareholder may vote the shares owned of record
either in person or by proxy. The proxy shall be in writing and shall be signed
by the shareholder or by the shareholder's duly authorized attorney-in-fact or
be in such other form as may be permitted by the Maryland General Corporation
Law with respect to the use of proxies by stockholders in Maryland corporations,
including documents conveyed by electronic transmission. A copy, facsimile
transmission or other reproduction of the writing or transmission may be
substituted for the original writing or transmission for any purpose for which
the original writing or transmission could be used. Every proxy shall be dated,
but need not be sealed, witnessed or acknowledged. No proxy shall be valid after
eleven (11) months from its date, unless otherwise provided in the proxy.

         Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Any trustee or other
fiduciary may vote shares registered in his name as such fiduciary, either in
person or by proxy. In the case of shares held of record by more than one
person, any co-owner or co-fiduciary may execute the proxy without the joinder
of the co-owner(s) or co-fiduciary(ies), unless the Secretary of the Trust is
notified in writing by any co-owner or co-fiduciary that the joinder of more
than one is to be required.

         The Trustees may adopt by resolution a procedure by which a shareholder
may certify in writing to the Trust that any shares registered in the name of
the shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth the class of shareholders who may
make the certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the share transfer
books, the time after the record date or closing of the share transfer books
within which the certification must be received by the Trust; and any other
provisions with respect to the procedure which the Trustees consider necessary
or desirable. On receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

         Section 11. INSPECTORS. At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders.

         Each report of an inspector shall be in writing and signed by him or by
a majority of them if there is more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. The report of the inspector or inspectors

                                      - 3 -

   4

on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

         Section 12. REPORTS TO SHAREHOLDERS.

                  Not later than 120 days after the close of each fiscal year of
the Trust, the Trustees shall deliver or cause to be delivered a report of the
business and operations of the Trust during such fiscal year to the
shareholders, containing a balance sheet and a statement of income and surplus
of the Trust, accompanied by the certification of an independent certified
public accountant based on the accountant's full examination of the books and
records of the real estate investment trust in accordance with generally
accepted auditing procedure, and such further information as the Trustees may
determine is required pursuant to any law or regulation to which the Trust is
subject. A signed copy of the annual report and the accountant's certificate
shall be placed on file at the principal office of the Trust and filed by the
Trustees with such governmental agencies, if any, as may be required by law and
as the Trustees may deem appropriate.

         Section 13. NOMINATIONS AND SHAREHOLDER BUSINESS.

                 (a) Annual Meetings of Shareholders.

                     (1) Nominations of persons for election to the Board of
         Trustees and the proposal of business to be considered by the
         shareholders may be made at an annual meeting of shareholders (i)
         pursuant to the Trust's notice of meeting, (ii) by or at the direction
         of the Trustees or (iii) by any shareholder of the Trust who was a
         shareholder of record at the time of giving of notice provided for in
         this Section 13(a), who is entitled to vote at the meeting and who
         complied with the notice procedures set forth in this Section 13(a).

                     (2) For nominations or other business to be properly
         brought before an annual meeting by a shareholder pursuant to clause
         (iii) of paragraph (a)(1) of this Section 13, the shareholder must have
         given timely notice thereof in writing to the secretary of the Trust.
         To be timely, a shareholder's notice shall be delivered to the
         secretary at the principal executive offices of the Trust not less than
         60 days nor more than 90 days prior to the first anniversary of the
         preceding year's annual meeting; provided, however, that in the event
         that the date of the annual meeting is advanced by more than 30 days or
         delayed by more than 60 days from such anniversary date, notice by the
         shareholder to be timely must be so delivered not earlier than the 90th
         day prior to such annual meeting and not later than the close of
         business on the later of the 60th day prior to such annual meeting or
         the tenth day following the day on which public announcement of the
         date of such meeting is first made. Such shareholder's notice shall set
         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 required to be disclosed in solicitations of
         proxies for election of Trustees, or is otherwise required, in each
         case pursuant to Regulation 14A under the Securities Exchange Act of
         1934, as amended (the "Exchange Act") (including such person's written
         consent to being

                                      - 4 -

   5

         named in the proxy statement as a nominee and to serving as a Trustee
         if elected); (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, (y) the name and address of such
         shareholder, as they appear on the Trust's books, and of such
         beneficial owner and (z) the number of each class of shares of the
         Trust which are owned beneficially and of record by such shareholder
         and such beneficial owner.

                      (3) Notwithstanding anything in the second sentence of
         paragraph (a)(2) of this Section 13 to the contrary, in the event that
         the number of Trustees to be elected to the Board of Trustees is
         increased and there is no public announcement naming all of the
         nominees for Trustee or specifying the size of the increased Board of
         Trustees made by the Trust at least 70 days prior to the first
         anniversary of the preceding year's annual meeting, a shareholder's
         notice required by this Section 13(a) shall also be considered timely,
         but only with respect to nominees for any new positions created by such
         increase, if it shall be delivered to the secretary at the principal
         executive offices of the Trust not later than the close of business on
         the tenth day following the day on which such public announcement is
         first made by the Trust.

                  (b) Special Meetings of Shareholders. Only such business shall
be conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Trust's notice of meeting. Nominations of
persons for election to the Board of Trustees may be made at a special meeting
of shareholders at which Trustees are to be elected (i) pursuant to the Trust's
notice of meeting, (ii) by or at the direction of the Board of Trustees or (iii)
provided that the Board of Trustees has determined that Trustees shall be
elected at such special meeting, by any shareholder of the Trust who was a
shareholder of record at the time of giving of notice provided for in this
Section 13(b), who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 13(b). In the event the Trust calls
a special meeting of shareholders for the purpose of electing one or more
Trustees to the Board of Trustees, any such shareholder may nominate a person or
persons (as the case may be) for election to such position as specified in the
Trust's notice of meeting, if the shareholder's notice containing the
information required by paragraph (a)(2) of this Section 13 shall be delivered
to the secretary at the principal executive offices of the Trust not earlier
than the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the tenth
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Trustees to be elected
at such meeting.

                                      - 5 -

   6

                  (c) General.

                      (1) Only such persons who are nominated in accordance with
         the procedures set forth in this Section 13 shall be eligible to serve
         as Trustees and only such business shall be conducted at a meeting of
         shareholders as shall have been brought before the meeting in
         accordance with the procedures set forth in this Section 13. The
         presiding officer of the meeting shall have the power and duty to
         determine whether a nomination or any business proposed to be brought
         before the meeting was made in accordance with the procedures set forth
         in this Section 13 and, if any proposed nomination or business is not
         in compliance with this Section 13, to declare that such defective
         nomination or proposal be disregarded.

                      (2) For purposes of this Section 13, "public announcement"
         shall mean disclosure in a press release reported by the Dow Jones News
         Service, Associated Press or comparable news service or in a document
         publicly filed by the Trust with the Securities and Exchange Commission
         pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

                      (3) Notwithstanding the foregoing provisions of this
         Section 13, a shareholder shall also comply with all applicable
         requirements of state law and of the Exchange Act and the rules and
         regulations thereunder with respect to the matters set forth in this
         Section 13. Nothing in this Section 13 shall be deemed to affect any
         rights of shareholders to request inclusion of proposals in the Trust's
         proxy statement pursuant to Rule 14A-8 under the Exchange Act.

         Section 14.  INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the matter and any other shareholder entitled to
notice of a meeting of shareholders (but not to vote thereat) has waived in
writing any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the shareholders.

         Section 15. VOTING BY BALLOT. Voting on any question or in any election
may be by voice vote unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.

                                   ARTICLE III

                                    TRUSTEES

         Section 1. GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER. The
business and affairs of the Trust shall be managed under the direction of its
Board of Trustees. A Trustee shall be an individual at least 21 years of age who
is not under legal disability. Unless

                                      - 6 -

   7

otherwise agreed between the Trust and the Trustee, each individual Trustee, may
engage in other business activities of the type conducted by the Trust and is
not required to present to the Trust any investment opportunities presented to
them even though the investment opportunities may be within the scope of the
Trust's investment policies. In case of failure to elect Trustees at an annual
meeting of the shareholders, the Trustees holding over shall continue to direct
the management of the business and affairs of the Trust until their successors
are elected and qualify.

         Section 2. ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. The
Trustees may provide, by resolution, the time and place, either within or
without the State of Maryland, for the holding of regular meetings of the
Trustees without other notice than such resolution.

         Section 3. SPECIAL MEETINGS. Special meetings of the Trustees may be
called by or at the request of the Chairman of the Board, the Chief Executive
Officer or the President or by a majority of the Trustees then in office. The
person or persons authorized to call special meetings of the Trustees may fix
any place, either within or without the State of Maryland, as the place for
holding any special meeting of the Trustees called by them.

         Section 4. NOTICE. Notice of any special meeting shall be given upon at
least 24 hours written or telecopied notice which shall be delivered personally,
telecopied or mailed to each Trustee at his business or residence address.
Personally delivered or telecopied notices shall be given at least 24 hours
prior to the meeting. If mailed, such notice shall be deemed given 48 hours
after the time of mailing. Neither the business to be transacted at, nor the
purpose of, any annual, regular or special meeting of the Trustees need be
stated in the notice, unless specifically required by statute or these Bylaws.

         Section 5. QUORUM. Except as provided in subsection (b) of Section 6, a
majority of the entire Board of Trustees shall constitute a quorum for
transaction of business at any meeting of the Trustees, provided that, if less
than a majority of such Trustees are present at said meeting, a majority of the
Trustees present may adjourn the meeting from time to time without further
notice, and provided further that if, pursuant to the Declaration of Trust or
these Bylaws, the vote of a majority of a particular group of Trustees is
required for action, a quorum must also include a majority of such group.

         The Trustees present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Trustees to leave less than a quorum.

                                      - 7 -

   8

         Section 6. VOTING.

                (a) The action of the majority of the Trustees present at a
meeting at which a quorum is present shall be the action of the Trustees, unless
the concurrence of a greater proportion is required for such action by the
Declaration of Trust, these Bylaws or applicable statute.

         Section 7. TELEPHONE MEETINGS. Trustees may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

         Section 8. INFORMAL ACTION BY TRUSTEES. Any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each Trustee and
such written consent is filed with the minutes of proceedings of the Trustees.

         Section 9. VACANCIES. If for any reason any or all the Trustees cease
to be Trustees, such event shall not terminate the Trust or affect these Bylaws
or the powers of the remaining Trustees hereunder (even if fewer Trustees remain
than as required by law). Any vacancy (including a vacancy created by an
increase in the number of Trustees) shall be filled, at any regular meeting or
at any special meeting called for that purpose, by a majority of the Trustees.
Any individual so elected as Trustee shall hold office for the unexpired term of
the Trustee he is replacing and until his successor is elected and qualified.

         Section 10. COMPENSATION. Trustees shall not receive any stated salary
for their services as Trustees but, by resolution of the Trustees, may receive
cash compensation, a fixed sum of shares, or options for a fixed sum of shares
of the Trust for any service or activity they performed or engaged in as
Trustees. Trustees may receive a fee for, and non-employee Trustees shall be
reimbursed for, expenses in connection with, attendance, if any, at each annual
regular or special meeting of the Trustees or of any committee thereof; and for
their expenses, if any, in connection with each property visit and any other
service or activity performed or engaged in as Trustees; but nothing herein
contained shall be construed to preclude any Trustees from serving the Trust in
any other capacity and receiving compensation therefor.

         Section 11. REMOVAL OF TRUSTEES. The shareholders may, at any time,
remove any Trustee in the manner provided in the Declaration of Trust.

         Section 12. LOSS OF DEPOSITS. No Trustee shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan association, or other institution with whom moneys or shares have been
deposited.

         Section 13. SURETY BONDS. Unless required by law, no Trustee shall be
obligated to give any bond or surety or other security for the performance of
any of his duties.

                                      - 8 -

   9

         Section 14. NUMBER, TENURE AND QUALIFICATIONS. The number of Trustees
of the Trust shall be at least one (1) and not more than fifteen (15), as
determined from time to time by the Board of Trustees. Trustees need not be
shareholders of the Trust.

         Section 15. INTERESTED TRUSTEE MATTERS. A contract or other transaction
between the Trust and any of its Trustees or between the Trust and any other
trust, corporation, firm, or other entity in which any of its Trustees is a
trustee or director or has a material financial interest is not void or voidable
because of any one or more of the following:

                (i)  The common trustee/directorship or interest;

                (ii) The presence of the Trustee at the meeting of the Board or
                     committee of the Board which authorizes, approves or
                     ratifies the contract or transaction,

                (iii)The counting of the vote of the Trustee for the
                     authorization, approval or ratification of the contract or
                     transaction.

                (iv) The counting of the Trustee in determining the presence of
                     a quorum at a meeting of the Board of Trustees or committee
                     of the Board of Trustees or at a meeting of the
                     shareholders, as the case may be, at which the contract or
                     transaction is authorized, approved or ratified.

                                   ARTICLE IV

                                   COMMITTEES

         Section 1.  GENERAL. The Board of Trustees may, by a majority of the
whole board, designate one or more committees, each such committee to consist of
one or more of the Trustees of the Trust. The board may designate one or more
Trustees as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided by the Board of Trustees shall have and may exercise all the
powers and authority of the Board of Trustees in the management of the business
and affairs of the Trust, and may authorize the seal of the Trust to be affixed
to all papers which may require it; but no such committee shall have the power
or authority in reference to amending or supplementing the Declaration of Trust
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares adopted by the Board of
Trustees, fix the designations and any of the preferences or rights of such
shares, including without limitation, those relating to voting powers,
restrictions, limitations as to dividends or distributions, terms or conditions
of redemption, liquidation, any distribution of assets of the Trust or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of shares or authorize the increase or decrease
of the shares of any class or series), or amending the Bylaws of the Trust; and,

                                      - 9 -

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unless the Board of Trustees or the Declaration of Trust so provides, no such
committee shall have the power or authority to authorize a merger, declare a
dividend, authorize the issuance of shares or to adopt a certificate of
ownership.

         Section 2. COMMITTEES. The Trust shall initially have the following
committees, the specific authority and members of which shall be as designated
herein or by resolution of the Board of Trustees.

                (a) An Audit Committee, which shall 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 Trust's initial
accounting controls.

                (b) A Compensation Committee, which shall determine compensation
for the Trust's executive officers and administer any share incentive plans
adopted by the Trust.

                (c) An Executive Committee, which shall have such authority as
may be delegated to it by the Trustees.

         Section 3. RECORDS OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Trustees
when required. The presence of a majority of the total membership of any
committee shall constitute a quorum for the transaction of business at any
meeting of such committee and the act of a majority of those present shall be
necessary and sufficient for the taking of any action at such meeting.

                                    ARTICLE V

                                    OFFICERS

         Section 1. GENERAL PROVISIONS. The officers of the Trust may consist of
a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive
Officer, a President, one or more Vice Presidents, a Treasurer, one or more
Assistant Treasurers, a Secretary, and one or more Assistant Secretaries. In
addition, the Trustees may from time to time appoint such other officers with
such powers and duties as they shall deem necessary or desirable. The officers
of the Trust shall be elected annually by the Trustees at the first meeting of
the Trustees held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualifies or until his death, resignation or removal in
the manner hereinafter provided. Any two or more offices except President and
Vice President may be held by the same person. In their discretion, the Trustees
may leave unfilled any office except that of President and Secretary.

                                     - 10 -

   11

Election of an officer or agent shall not of itself create contract rights
between the Trust and such officer or agent.

         Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust
may be removed by the Trustees if in their judgment the best interests of the
Trust would be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Any officer of the Trust
may resign at any time by giving written notice of his resignation to the
Trustees, the Chairman of the Board, the President or the Secretary. Any
resignation shall take effect at any time subsequent to the time specified
therein or, if the time when it shall become effective is not specified therein
immediately upon its receipt. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the resignation. Such
resignation shall be without prejudice to the contract rights, if any, of the
Trust.

         Section 3. VACANCIES. A vacancy in any office may be filled by the
Trustees for the balance of the term.

         Section 4. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside over the meetings of the Trustees and of the shareholders at
which he shall be present and shall in general oversee all of the business and
affairs of the Trust. In the absence of the Chairman of the Board, the Vice
Chairman of the Board shall preside at such meetings at which he shall be
present. The Chairman and the Vice Chairman of the Board may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Trustees or by these
Bylaws to some other officer or agent of the Trust or shall be required by law
to be otherwise executed. The Chairman of the Board and the Vice Chairman of the
Board shall perform such other duties as may be assigned to him by the Trustees.

         Section 5. CHIEF EXECUTIVE OFFICER. The Trustees may designate a Chief
Executive Officer from among the elected officers. The Chief Executive Officer
shall have responsibility for implementation of the policies of the Trust as
determined by the Trustees, and for the administration of the business affairs
of the Trust. In the absence of both the Chairman and Vice Chairman of the
Board, the Chief Executive Officer shall preside over the meetings of the
Trustees and of the shareholders at which he shall be present. The Chief
Executive Officer may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed. The Chief
Executive Officer shall perform such other duties as may be assigned to him by
the Trustees.

         Section 6. CHIEF OPERATING OFFICER. The Trustees may designate a Chief
Operating Officer from among the elected officers. The Chief Operating Officer
may execute any deed, mortgage, bond, contract or other instrument, except in
cases where the execution thereof shall be expressly delegated by the Trustees
or by these Bylaws to some other officer or agent of the Trust or shall be
required by law to be otherwise executed; and in general shall perform all
duties incident

                                     - 11 -

   12

to the office of Chief Operating Officer and such other duties as may be
prescribed by all the Trustees or the Chief Executive Officer from time to time.

         Section 7. CHIEF DEVELOPMENT OFFICER. The Trustees may designate a
Chief Development Officer from among the elected officers. The Chief Development
Officer may execute any deed, mortgage, bond, contract or other instrument,
except in cases where the execution thereof shall be expressly delegated by the
Trustees or by these Bylaws to some other officer or agent of the Trust or shall
be required by law to be otherwise executed; and in general shall perform all
duties incident to the office of Chief Development Officer and such other duties
as may be prescribed by all the Trustees or the Chief Executive Officer from
time to time.

         Section 8. CHIEF FINANCIAL OFFICER. The Trustees may designate a Chief
Financial Officer from among the elected officers. The Chief Financial Officer
may execute any deed, mortgage, bond, contract or other instrument, except in
cases where the execution thereof shall be expressly delegated by the Trustees
or by these Bylaws to some other officer or agent of the Trust or shall be
required by law to be otherwise executed; and in general shall perform all
duties incident to the office of Chief Financial Officer and such other duties
as may be prescribed by all the Trustees or the Chief Executive Officer from
time to time.

         Section 9. PRESIDENT. In the absence of the Chairman, the Vice Chairman
of the Board and the Chief Executive Officer, the President shall preside over
the meetings of the Trustees and of the shareholders at which he shall be
present. In the absence of a designation of a Chief Executive Officer by the
Trustees, the President shall be the Chief Executive Officer and shall be ex
officio a member of all committees that may, from time to time, be constituted
by the Trustees. The President may execute any deed, mortgage, bond, contract or
other instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Trustees or the Chief Executive Officer from
time to time.

         Section 10. VICE PRESIDENTS. In the absence of the President or in the
event of a vacancy in such office, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) shall perform the duties of the President and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President; and shall perform such other duties as from time to time may be
assigned to him by the Chief Executive Officer, the President or the Trustees.
The Trustees may designate one or more Vice Presidents as Executive Vice
President or as Vice President for particular areas of responsibility.

         Section 11. SECRETARY. The Secretary shall (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the trust records and of the seal of the Trust; (d) keep a

                                     - 12 -

   13

register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) have general charge of the share
transfer books of the Trust; and (f) in general perform such other duties as
from time to time may be assigned to him by the Chief Executive Officer, the
President or by the Trustees.

         Section 12. TREASURER. The Treasurer shall have the custody of the
funds and securities of the Trust and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit all
moneys and other valuable effects in the name and to the credit of the Trust in
such depositories as may be designated by the Trustees. The Treasurer shall
disburse the funds of the Trust as may be ordered by the Trustees, taking proper
vouchers for such disbursements, and shall render to the Chief Executive
Officer, the President and Trustees, at the regular meetings of the Trustees or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the Trust. If required by the Trustees, the
Treasurer shall give the Trust a bond in such sum and with such surety or
sureties as shall be satisfactory to the Trustees for the faithful performance
of the duties of his office and for the restoration to the Trust in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, moneys and other property of whatever kind in his possession or under
his control belonging to the Trust.

         Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries and Assistant Treasurers, in general shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively,
or by the Chief Executive Officer, the President or the Trustees. The Assistant
Treasurers shall, if required by the Trustees, give bonds for the faithful
performance of their duties in such sums and with such surety or sureties as
shall be satisfactory to the Trustees.

         Section 14. SALARIES. The salaries of the officers shall be fixed from
time to time by the Trustees and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. CONTRACTS. The Trustees may authorize any officer or agent
to enter into any contract or to execute and deliver any instrument in the name
of and on behalf of the Trust and such authority may be general or confined to
specific instances.

         Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Trust shall be signed by such officer or officers, agent or agents
of the Trust in such manner as shall from time to time be determined by the
Trustees.

                                     - 13 -

   14

         Section 3. DEPOSITS. All funds of the Trust not otherwise employed
shall be deposited from time to time to the credit of the Trust in such banks,
trust companies or other depositories as the Trustees may designate.

                                   ARTICLE VII

                                     SHARES

         Section 1. CERTIFICATES. Subject to the authority of the Trustees to
determine to issue shares without certificates, each shareholder shall be
entitled to a certificate or certificates which shall represent and certify the
number of shares of each class of beneficial interests held by him in the Trust.
Each certificate shall be signed by the Chief Executive Officer, the President
or a Vice President and countersigned by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer and may be sealed with the seal, if
any, of the Trust. The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the Trust shall, from time
to time, issue several classes of shares, each class may have its own number
series. A certificate is valid and may be issued whether or not an officer who
signed it is still an officer when it is issued. Each certificate representing
shares which are restricted as to their transferability or voting powers, which
are preferred or limited as to their dividends or as to their allocable portion
of the assets upon liquidation or which are redeemable at the option of the
Trust, shall have a statement of such restriction, limitation, preference or
redemption provision, or a summary thereof, plainly stated on the Certificate.
In lieu of such statement or summary, the Trust may set forth upon the face or
back of the certificate a statement that the Trust will furnish to any
shareholder, upon request and without charge, a full statement of such
information.

         Section 2. TRANSFERS. Certificates shall be treated as negotiable, and
title thereto and to the shares they represent shall be transferred by delivery
thereof to the same extent as those of a Maryland stock corporation. No
transfers of shares of the Trust shall be made if (i) void ab initio pursuant to
any provision of the Declaration of Trust or (ii) the Board of Trustees,
pursuant to any Provision of the Declaration of Trust, shall have refused to
permit the transfer of such shares. Permitted transfers of shares of the Trust
shall be made on the share records of the Trust only upon the instruction of the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent or
transfer clerk, and upon surrender of the certificate or certificates, if
issued, for such shares properly endorsed or accompanied by a duly executed
share transfer power and the payment of all taxes thereon. Upon surrender to the
Trust or the transfer agent of the Trust of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, as to any transfers not prohibited by any provision of
the Declaration of Trust or by action of the Board of Trustees thereunder, it
shall be the duty of the Trust to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                     - 14 -

   15

         Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the
Trustees may direct a new certificate to be issued in place of any certificate
previously issued by the Trust alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. When authorizing the issuance of a
new certificate, the officer designated by the Trustees may, in his discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or the owner's legal representative to
advertise the same in such manner as he shall require and/or to give bond, with
sufficient surety, to the Trust to indemnify it against any loss or claim which
may arise as a result of the issuance of a new certificate.

         Section 4. FIXING OF RECORD DATE. The Trustees may set, in advance, a
record date for the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or determining shareholders entitled to
receive payment of any dividend or the allotment of any other rights, or in
order to make a determination of shareholders for any other purpose. Such date,
in any case, shall not be prior to the close of business on the day the record
date is fixed and shall be not more than 90 days and in the case of a meeting of
shareholders not less than ten days, before the date on which the meeting or
particular action requiring such determination of shareholders of record is to
be held or taken.

         If no record date is fixed for the determination of shareholders, (a)
the record date for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
day on which the notice of meeting is mailed or the 30th day before the meeting,
whichever is the closer date to the meeting; and (b) the record date for the
determination of shareholders entitled to receive payment of a dividend or an
allotment of any other rights shall be the close of business on the day on which
the resolution of the Trustees, declaring the dividend or allotment of rights,
is adopted.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except that when the meeting is adjourned to a
date more than 120 days after the record date fixed for the original meeting, a
new record date shall be determined as set forth herein.

         Section 5. SHARE LEDGER. The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
shareholder and the number of shares of each class held by such shareholder.

                                     - 15 -

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                                  ARTICLE VIII

                                  DISTRIBUTIONS

         Section 1. AUTHORIZATION. Dividends and other distributions upon the
shares of the Trust may be authorized and declared by the Board Trustees in
their discretion, subject to the provisions of law and the Declaration of Trust.
Dividends may be paid in cash, property or shares of the Trust, subject to the
provisions of law and the Declaration of Trust.

         Section 2. CONTINGENCIES. Before payment of any dividends or any other
distributions, there may be set aside out of any funds of the Trust available
for dividends or any other distributions such sum or sums as the Trustees may
from time to time, in their absolute discretion, think proper as a reserve fund
for contingencies, for equalizing dividends, for repairing or maintaining any
property of the Trust or for such other purpose as the Trustees shall determine
to be in the best interest of the Trust, and the Trustees may modify or abolish
any such reserve in the manner in which it was created.

                                   ARTICLE IX

                                      SEAL

         Section 1. SEAL. The Trustees may authorize the adoption of a seal by
the Trust. The seal shall have inscribed thereon the name of the Trust and the
year of its formation. The Trustees may authorize one or more duplicate seals
and provide for the custody thereof.

         Section 2. AFFIXING SEAL. Whenever the Trust is required to place its
seal to a document, it shall be sufficient to meet the requirements of any law,
rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the
signature of the person authorized to execute the document on behalf of the
Trust.

                                    ARTICLE X

                    INDEMNIFICATION AND ADVANCES FOR EXPENSES

         To the maximum extent permitted by Maryland law in effect from time to
time, the Trust shall indemnify (a) any Trustee or officer or any former Trustee
or officer (including among the foregoing, for all purposes of this Article X
and without limitation, any individual who, while a Trustee or officer and at
the express request of the Trust, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, shareholder, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise)
who has been successful, on the merits or otherwise, in the defense of a
proceeding to

                                     - 16 -

   17

which he was made a party by reason of service in such capacity, against
reasonable expenses incurred by him in connection with the proceeding, and (b)
any Trustee or officer or any former Trustee or officer against any claim or
liability to which he may become subject by reason of such status unless it is
established that (i) his act or omission was material to the matter giving rise
to the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) he actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal proceeding, he
had reasonable cause to believe that his act or omission was unlawful.
Notwithstanding the foregoing, if the proceeding was one by or in the right of
the Trust, indemnification may not be made in respect of any proceeding in which
the Trustee or officer shall have been adjudged to be liable to the Trust. In
addition, the Trust shall pay or reimburse, in advance of final disposition of a
proceeding, reasonable expenses incurred by a Trustee or officer or former
Trustee or officer made a party to a proceeding by reason such status, provided
that, the Trust shall have received (i) a written affirmation by the Trustee or
officer of his good faith belief that he has met the applicable standard of
conduct necessary for indemnification by the Trust as authorized by these Bylaws
and (ii) a written undertaking by or on its behalf to repay the amount paid or
reimbursed by the Trust if it shall ultimately be determined that the applicable
standard of conduct was not met. The Trust may, with the approval of its
Trustees, provide such indemnification or payment or reimbursement of expenses
to any Trustee or officer or any former Trustee or officer who served a
predecessor of the Trust as a trustee, director, officer or partner, and to any
employee or agent of the Trust or a Predecessor of the Trust. Neither the
amendment nor repeal of this Article, nor the adoption or amendment of any other
provision of the Declaration of Trust or these Bylaws inconsistent with this
Article, shall apply to or affect in any respect the applicability of this
Article with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.

         Any indemnification or payment or reimbursement of the expenses
permitted by these Bylaws shall be furnished in accordance with the procedures
provided for indemnification or payment or reimbursement of expenses, as the
case may be, under Section 2-418 of the Maryland General Corporation Law (the
"MGCL") for directors of Maryland corporations. The Trust may provide to
Trustees, officers and shareholders such other and further indemnification or
payment or reimbursement of expenses, as the case may be, to the fullest extent
permitted by MGCL, as in effect from time to time, for directors of Maryland
corporations.

                                   ARTICLE XI

                                WAIVER OF NOTICE

         Whenever any notice is required to be given pursuant to the Declaration
of Trust or Bylaws or pursuant to applicable law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically required by
statute. The attendance of any person at any meeting shall constitute a waiver
of notice of such meeting, except where such person

                                     - 17 -

   18

attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                                   ARTICLE XII

                               AMENDMENT OF BYLAWS

         The Trustees shall have the exclusive power to adopt, alter or repeal
any provision of these Bylaws and to make new Bylaws in accordance with Article
III hereof.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         All references to the Declaration of Trust shall include any amendments
thereto.

                                     - 18 -

   19

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                                -----------------

         This Certificate of Limited Partnership of ___________________________
(the "Limited Partnership") is being executed by the undersigned for the purpose
of forming a limited partnership pursuant to the Delaware Revised Uniform 
Limited Partnership Act.

         1. The name of the limited partnership is

         2. The address of the registered office of the limited partnership in
Delaware is 1013 Centre Road, Wilmington, Delaware 19805. The limited 
partnership's registered agent at the address is Corporation Service Company.

         3. The names and addresses of the general partners are:

         NAME                       ADDRESS

         [4. ANY OTHER INFORMATION WHICH THE GENERAL PARTNERS CHOOSE TO 
INCLUDE.]

         IN WITNESS WHEREOF, the undersigned, constituting all of the general
partners of the Partnership, have caused this Certificate of Limited Partnership
[, WHICH SHALL BECOME EFFECTIVE ON _____________, 19__,] to be duly executed as
of ____ day of ____________, 19__.

                                        ---------------------------------------
                                                              , General Partner
                                        ----------------------
   1

                                                                    EXHIBIT 23.2

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         As independent certified public accountants, we hereby consent to the
use of our reports (and to all references to our Firm) included in or made a
part of this Registration Statement File No. 333-_________.

ARTHUR ANDERSEN LLP

West Palm Beach, Florida,
  February 20, 1998.
   1

                                                                    EXHIBIT 23.3

                  CONSENT OF PERSON ABOUT TO BECOME A TRUSTEE

         Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, George R. Wackenhut, hereby consent to be named as a person about
to become a trustee of Correctional Properties Trust in this Registration
Statement on Form S-11.

                                           /s/ George R. Wackenhut
                                           -------------------------------------

                                           Name: George R. Wackenhut
                                                --------------------------------

February 18, 1998
   1

                                                                    EXHIBIT 23.4

                  CONSENT OF PERSON ABOUT TO BECOME A TRUSTEE

         Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, Richard R. Wackenhut, hereby consent to be named as a person about
to become a trustee of Correctional Properties Trust in this Registration
Statement on Form S-11.

                                           /s/ Richard R. Wackenhut
                                           -------------------------------------

                                           Name: Richard R. Wackenhut
                                                --------------------------------

February 18, 1998
   1

                                                                    EXHIBIT 23.5

                  CONSENT OF PERSON ABOUT TO BECOME A TRUSTEE

         Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, Anthony D. Travisono, hereby consent to be named as a person about
to become a trustee of Correctional Properties Trust in this Registration
Statement on Form S-11.

                                           /s/ Anthony D. Travisono
                                           -------------------------------------

                                           Name: Anthony D. Travisono
                                                --------------------------------

February 18, 1998
   1

                                                                    EXHIBIT 23.6

                  CONSENT OF PERSON ABOUT TO BECOME A TRUSTEE

         Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, Clarence E. Anthony, hereby consent to be named as a person about
to become a trustee of Correctional Properties Trust in this Registration
Statement on Form S-11.

                                           /s/ Clarence E. Anthony
                                           -------------------------------------

                                           Name: Clarence E. Anthony
                                                --------------------------------

February 18, 1998
   1

                                                                    EXHIBIT 23.7

                  CONSENT OF PERSON ABOUT TO BECOME A TRUSTEE

         Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, James D. Motta, hereby consent to be named as a person about
to become a trustee of Correctional Properties Trust in this Registration
Statement on Form S-11.

                                           /s/ James D. Motta
                                           -------------------------------------

                                           Name: James D. Motta
                                                --------------------------------

February 18, 1998
   1

                                                                    EXHIBIT 23.8

                  CONSENT OF PERSON ABOUT TO BECOME A TRUSTEE

         Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, William M. Murphy, hereby consent to be named as a person about
to become a trustee of Correctional Properties Trust in this Registration
Statement on Form S-11.

                                           /s/ William M. Murphy
                                           -------------------------------------

                                           Name: William M. Murphy
                                                --------------------------------

February 18, 1998
   1

                                                                    EXHIBIT 23.9

                  CONSENT OF PERSON ABOUT TO BECOME A TRUSTEE

         Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, Robert R. Veach, Jr. hereby consent to be named as a person about
to become a trustee of Correctional Properties Trust in this Registration
Statement on Form S-11.

                                           /s/ Robert R. Veach, Jr. 
                                           -------------------------------------

                                           Name: Robert R. Veach, Jr. 
                                                --------------------------------

February 18, 1998