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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT (AMENDMENT NO. 2--FINAL AMENDMENT)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SQUARE INDUSTRIES, INC.
(Name of Subject Company)
CENTRAL PARKING SYSTEM - - EMPIRE STATE, INC.
AND
CENTRAL PARKING CORPORATION
(Bidder)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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8522351
(CUSIP Number of Class of Securities)
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MONROE J. CARELL, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of the Bidder)
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COPY TO
MARK MANNER
HARWELL HOWARD HYNE GABBERT & MANNER, P.C.
1800 FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 256-0500
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<S> <C> <C> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
CENTRAL PARKING CORPORATION
62-1052916
2 Check the appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
BK
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) [ ]
or 2(f)
6 Citizenship or Place of Organization
TENNESSEE
7 Aggregate Amount Beneficially Owned by Each Reporting Person
Indirectly through Central Parking System--Empire State, Inc., its indirect
wholly-owned subsidiary: 1,438,144 Shares of Common Stock
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See [ ]
Instructions)
9 Percent of Class Represented by Amount in Row (7)
97.4%
10 Type of Reporting Person (See Instructions)
CO
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
CENTRAL PARKING SYSTEM -- EMPIRE STATE, INC.
62-1662458
2 Check the appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
BK
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) [ ]
or 2(f)
6 Citizenship or Place of Organization
NEW YORK
7 Aggregate Amount Beneficially Owned by Each Reporting Person
1,438,144 Shares of Common Stock
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See [ ]
Instructions)
9 Percent of Class Represented by Amount in Row (7)
97.4%
10 Type of Reporting Person (See Instructions)
CO
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Central Parking System -- Empire State, Inc., a New York corporation
("Purchaser"), and an indirect wholly-owned subsidiary of Central Parking
Corporation, a Tennessee corporation ("Parent") hereby file this Amendment No.
2 (Final Amendment) which constitutes the final amendment to its Tender Offer
Statement on Schedule 14D-1 (the "Statement") originally filed on December 13,
1996 with respect to its offer to purchase all of the outstanding shares of
common stock, par value $.01 per share (the "Shares"), of Square Industries,
Inc., a New York corporation (the "Company"), at a price of $28.50 per Share
net to the seller in cash promptly following completion of the Offer, without
interest thereon, and an additional $2.50 per Share to be deposited by Parent
in escrow as contingent consideration for distribution, in whole or in part,
either to the seller or Parent based upon the resolution of two specific
matters, subject to adjustment as provided in the escrow agreement, upon the
terms and subject to the conditions set forth in Purchaser's Offer to Purchase
dated December 13, 1996 (the "Offer to Purchase") as supplemented and amended
by the Supplement to the Offer to Purchase, dated January 6, 1997, (the
"Supplement"). The Offer to Purchase, the Supplement and the related Letter of
Transmittal previously filed as Exhibits (a)(1), (a)(9) and (a)(2) to the
statement, respectively, together constitute the "Offer". Unless otherwise
indicated herein, each capitalized term used and not defined herein shall have
the meaning assigned to such term in the Statement or in the Offer to Purchase.
ITEM 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended as follows:
(a) and (b) The offer expired at 12:00 midnight, New York City time, on Friday,
January 17, 1997. Based on information provided by the Depositary, there were
validly tendered and not withdrawn 1,438,144 Shares, or approximately 97.4% of
the issued and outstanding Shares. The Shares validly tendered and not
withdrawn at such time were accepted for payment. On Monday January 20, 1997,
Parent issued the press release attached hereto as Exhibit (a)(11).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(11) -- Press Release issued by Parent on January 20, 1997.
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2
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CENTRAL PARKING SYSTEM -- EMPIRE
STATE, INC.
By: /s/ MONROE J. CARELL, JR.
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Name: Monroe J. Carell, Jr.
Title: Chairman and Chief
Executive Officer
January 21, 1997
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CENTRAL PARKING CORPORATION
By: /s/ MONROE J. CARELL, JR.
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Name: Monroe J. Carell, Jr.
Title: Chairman and Chief
Executive Officer
January 21, 1997
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EXHIBIT INDEX
<TABLE>
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PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NUMBER DESCRIPTION OF EXHIBITS SYSTEM
- -------- ----------------------------------------------------------------------- ----------
<S> <C> <C> <C>
(a)(11) -- Press Release issued by Parent on January 20, 1997......................
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FOR IMMEDIATE RELEASE
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Contact: Stephen A. Tisdell
Chief Financial Officer
(615) 297-4255 X265
[email protected]
CENTRAL PARKING ANNOUNCES SUCCESSFUL COMPLETION OF
SQUARE INDUSTRIES TENDER OFFER
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NASHVILLE, Tennessee (January 20, 1997) - Central Parking Corporation (NYSE:PK)
("Central Parking") today announced that it has completed its offer to acquire
all the outstanding shares of Square Industries, Inc. (Nasdaq/NM:SQAI)("Square
Industries") at $28.50 net to the seller in cash at closing, with an additional
$2.50 per share to be deposited by Central Parking in escrow as contingent
consideration for distribution to either the shareholders of Square Industries
or Central Parking based upon the resolution of two specific matters, subject
to adjustment as provide in the escrow agreement. The Tender Offer expired at
midnight on Friday, January 17, 1997, at which time, based on a preliminary
count from the Depositary, SunTrust Bank, Atlanta, approximately 1,438,000
shares, or 97%, of Square Industries common stock had been tendered and not
withdrawn pursuant to the Offer. The shares validly tendered and not withdrawn
at that time were accepted for payment. Central Parking now intends to
complete a short-form merger of Square Industries into a wholly-owned
subsidiary of Central Parking with each untendered share of Square Industries
to be converted into the right to receive $28.50 in cash, with an additional
$2.50 per share to be deposited by Central Parking in escrow as contingent
consideration for distribution to either the shareholders of Square Industries
or Central Parking based upon the resolution of two specific matters, subject
to adjustment as provided in the escrow agreement.
As provided in the Merger Agreement, Central Parking will deposit with the
Depositary $48,290,062 for payment of the shares and share equivalents
outstanding. The Depositary will proceed with the payment of all tendered
shares. Additionally, $4,390,640 will be deposited as contingent
consideration with the escrow agent. First American National Bank of
Nashville, Tennessee, on the 1,756,256 outstanding shares and share
equivalents.
Square Industries, headquartered in Jersey City, New Jersey, currently operates
approximately 117 parking facilities containing over 61,000 spaces located
primarily in the Northeast (New York City, 49; Philadelphia, 30; Newark, 17;
Pittsburgh, 11 and other cities, 10.) Square's facilities include Rockefeller
Center and One Penn Plaza as well as sports complexes such as Shea Stadium,
home of the New York Mets, and Corel Centre/Palladium in Ottawa, Canada.
Square Industries reported revenue of $65.9 million for the year ended December
31, 1995. Square Industries was advised by The Blackstone Group in connection
with the transaction.
Central Parking reported revenue of $143.3 million for its fiscal year ended
September 30, 1996. Headquartered in Nashville, Tennessee, Central Parking is
a leading provider of parking services in the United States. The Company
currently operates in excess of 1,360 parking facilities containing over
546,000 parking spaces located in 32 states, the District of Columbia, the
United Kingdom, Mexico, Puerto Rico and Germany. The Company provides parking
consulting services in Malaysia and Spain and has a business development office
in Amsterdam.
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