<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------
SQUARE INDUSTRIES, INC.
(Name of Subject Company)
CENTRAL PARKING SYSTEM - - EMPIRE STATE, INC.
AND
CENTRAL PARKING CORPORATION
(Bidder)
---------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
---------------------
8522351
(CUSIP Number of Class of Securities)
---------------------
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)
---------------------
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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<PAGE> 2
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 amends and supplements,
as set forth below, 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, filed hereto as Exhibit (a)(9) (the "Supplement"). The Offer to
Purchase, the Supplement and the related Letter of Transmittal previously filed
as Exhibit (a)(2) hereto, 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 1. SECURITY AND SUBJECT COMPANY.
Item 1 is hereby amended as follows:
(b) The information set forth in the Introduction and Section 1
("Terms of the Offer; Expiration Date; Treatment of Stock Options;
Contingency of Payment of Certain Amounts of the Offer Price, Merger
Consideration and Option Consideration; Escrow Agreement") of the
Supplement, and the Press Release, dated January 6, 1997, filed hereto as
Exhibit (a)(10), is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended as follows:
(f) The information set forth in the Supplement and the Amendment to
the Agreement and Plan of Merger, dated as of January 6, 1997, among
Parent, Purchaser and the Company, filed hereto as Exhibit (c)(8) is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C> <C>
(a)(9) -- Form of Supplement to the Offer to Purchase dated January 6, 1997.
(a)(10) -- Press Release issued by Parent on January 6, 1997.
(c)(8) -- Form of Amendment to the Agreement and Plan of Merger, dated as of January 6,
1997, by and among Parent, Purchaser and the Company.
</TABLE>
2
<PAGE> 3
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.
------------------------------------
Name: Monroe J. Carell, Jr.
Title: Chairman and Chief
Executive Officer
January 6, 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.
------------------------------------
Name: Monroe J. Carell, Jr.
Title: Chairman and Chief
Executive Officer
January 6, 1997
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NUMBER DESCRIPTION OF EXHIBITS SYSTEM
- -------- ----------------------------------------------------------------------- ----------
<S> <C> <C> <C>
(a)(9) -- Form of Supplement to the Offer to Purchase dated January 6, 1997......
(a)(10) -- Press Release issued by Parent on January 6, 1997......................
(c)(8) -- Form of Amendment to Agreement and Plan of Merger, dated as of January
6, 1997, by and among Parent, Purchaser and the Company................
</TABLE>
<PAGE> 1
Exhibit (a)(9)
Supplement to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
SQUARE INDUSTRIES, INC.
at
$28.50 per Share net in cash, without interest thereon,
plus 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 to
Parent upon the resolution of two specific matters, and subject to
adjustment as provided in the escrow agreement.
Because of the contingent nature of the escrow matters,
there can be no assurance what amount, if any,
of the escrowed funds will be distributed to the sellers.
by
CENTRAL PARKING SYSTEM -- EMPIRE STATE, INC.
an indirect wholly-owned subsidiary of
CENTRAL PARKING CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JANUARY 17, 1997, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES WHICH, TOGETHER WITH ANY SHARES THEN OWNED BY CENTRAL PARKING CORPORATION
OR CENTRAL PARKING SYSTEM -- EMPIRE STATE, INC., REPRESENTS AT LEAST SIXTY-SIX
AND TWO-THIRDS PERCENT (66 2/3%) OF THE SHARES ON A FULLY DILUTED BASIS (FULLY
DILUTED SHALL INCLUDE, WITHOUT LIMITATION, ALL SHARES ISSUABLE UPON THE
CONVERSION OF ANY CONVERTIBLE SECURITIES OR UPON THE EXERCISE OF ANY OPTIONS,
WARRANTS OR RIGHTS, UNLESS THE HOLDER THEREOF SHALL HAVE ENTERED INTO AN
AGREEMENT TO CASH OUT SUCH OPTIONS, WARRANTS OR RIGHTS IN CONJUNCTION WITH THE
AGREEMENT AND PLAN OF MERGER). THE OFFER IS ALSO CONDITIONED UPON, AMONG OTHER
THINGS, THE EXPIRATION OR TERMINATION OF ANY APPLICABLE ANTITRUST WAITING
PERIODS, WHICH TERMINATED DECEMBER 30, 1996.
---------------------
THE BOARD OF DIRECTORS OF SQUARE INDUSTRIES, INC. (THE "COMPANY") HAS
UNANIMOUSLY APPROVED EACH OF THE OFFER AND THE MERGER AND DETERMINED THAT EACH
OF THE OFFER AND THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE
SHAREHOLDERS OF THE COMPANY (OTHER THAN CENTRAL PARKING CORPORATION AND ITS
SUBSIDIARIES), AND RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER.
---------------------
IMPORTANT
Any shareholder desiring to tender all or any portion of such shareholder's
shares of common stock, par value $.01 per share (the "Shares"), of the Company
should either (1) complete and sign the Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
(a) mail or deliver it together with the certificate(s) evidencing tendered
Shares, and any other required documents, to the Depositary or (b) tender such
Shares pursuant to the procedure for book-entry transfer set forth in Section 3
of the Offer to Purchase, or (2) request such shareholder's broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such shareholder. Any shareholder whose Shares are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such broker, dealer, commercial bank, trust company or other nominee if such
shareholder desires to tender such Shares.
A shareholder who desires to tender Shares and whose certificates
evidencing such Shares are not immediately available, or who cannot comply with
the procedure for book-entry transfer on a timely basis, may tender such Shares
by following the procedure for guaranteed delivery set forth in Section 3 of the
Offer to Purchase.
Questions or requests for assistance may be directed to the Information
Agent or to the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of the Offer to Purchase and this
Supplement. Additional copies of the Offer to Purchase, this Supplement, the
Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained
from the Information Agent or from brokers, dealers, commercial banks or trust
companies.
---------------------
THE DEALER MANAGER FOR THE OFFER IS:
J.C. BRADFORD LOGO
---------------------
Supplement dated January 6, 1997 to Offer to Purchase dated December 13, 1996
<PAGE> 2
To the Holders of Common Stock of
SQUARE INDUSTRIES, INC.:
INTRODUCTION
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 offers to purchase all
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 at the closing (the "Closing") of the
Offer, without interest, and an additional $2.50 per Share to be deposited by
Parent in escrow as contingent consideration for distribution, in whole or in
part, to either the seller or Parent based upon the resolution of two specific
matters, subject to adjustment as provided in the Escrow Agreement (as described
in Section 1 of the Offer to Purchase) (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated December 13,
1996 (the "Offer to Purchase"), this Supplement to the Offer to Purchase and in
the related Letter of Transmittal (which together constitute the "Offer").
Because of the contingent nature of the escrow matters, there can be no
assurance what amount, if any, of the Escrowed Funds will be distributed to the
shareholders, optionholders and warrant holders of the Company. The Offer is
being made pursuant to an Agreement and Plan of Merger dated as of December 6,
1996 (the "Merger Agreement") among Parent, Purchaser and the Company. This
Supplement to the Offer to Purchase (the "Supplement") is being provided to the
shareholders of the Company to clarify certain information contained in the
Offer to Purchase and provide certain supplemental information. The Sections of
this Supplement correspond to the Sections of the Offer to Purchase to which the
supplemental or clarifying information relates. As a result of this Supplement,
the Expiration Date has been extended to 12:00 midnight New York City time on
Friday January 17, 1997. This Supplement should be read in conjunction with the
Offer to Purchase. All capitalized terms used and not defined in this Supplement
shall have the meaning assigned to such term in the Offer to Purchase.
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes, with respect to the purchase of Shares by
Purchaser pursuant to the Offer. Purchaser will pay all charges and expenses of
J.C. Bradford & Co., which is acting as Dealer Manager for the Offer (in such
capacity, the "Dealer Manager"), SunTrust Bank, Atlanta (the "Depositary") and
Kissel-Blake Inc., (the "Information Agent") incurred in connection with the
Offer. See Section 16 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") UNANIMOUSLY APPROVED
EACH OF THE OFFER AND THE MERGER (AS DEFINED BELOW) AND HAS DETERMINED THAT EACH
OF THE OFFER AND THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE
SHAREHOLDERS OF THE COMPANY (OTHER THAN PARENT AND ITS SUBSIDIARIES), AND
RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT
TO THE OFFER.
The Blackstone Group L.P. ("Blackstone"), the Company's financial advisor,
has delivered to the Board its written opinion dated December 6, 1996, to the
effect that, as of such date and based upon and subject to certain matters
stated in such opinion, the Offer Price and Merger Consideration to be received
by the holders of Shares (other than Parent and its subsidiaries) in the Offer
and the Merger is fair to such holders from a financial point of view. A copy of
the opinion of Blackstone is contained in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"),
which was mailed to shareholders concurrently with the Offer to Purchase and
shareholders of the Company are urged to read the opinion in its entirety for a
description of the assumptions made, factors considered and procedures followed
by Blackstone. In addition, certain affiliates of the Company owning Shares
and/or options and warrants to purchase Shares aggregating 1,038,040 Shares have
entered into an Agreement to Support the Transaction pursuant to which such
affiliates agree to tender their shares and enter into agreements to cash out
their options and warrants, subject to certain exceptions. See Section 10 of the
Offer to Purchase.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER
1
<PAGE> 3
OF SHARES WHICH, TOGETHER WITH ANY SHARES THEN OWNED BY PARENT OR PURCHASER,
REPRESENTS AT LEAST SIXTY-SIX AND TWO-THIRDS PERCENT (66 2/3%) OF THE SHARES ON
A FULLY DILUTED BASIS (FULLY DILUTED SHALL INCLUDE, WITHOUT LIMITATION, ALL
SHARES ISSUABLE UPON THE CONVERSION OF ANY CONVERTIBLE SECURITIES OR UPON THE
EXERCISE OF ANY OPTIONS, WARRANTS OR RIGHTS, UNLESS THE HOLDER THEREOF SHALL
HAVE ENTERED INTO AN AGREEMENT TO CASH OUT SUCH OPTIONS, WARRANTS OR RIGHTS IN
CONJUNCTION WITH THE MERGER AGREEMENT)(THE "MINIMUM CONDITION"). THE OFFER IS
ALSO CONDITIONED UPON, AMONG OTHER THINGS, THE EXPIRATION OR TERMINATION OF ANY
APPLICABLE ANTITRUST WAITING PERIODS, WHICH TERMINATED ON DECEMBER 30, 1996. SEE
SECTION 14 OF THE OFFER TO PURCHASE, WHICH SETS FORTH IN FULL THE CONDITIONS TO
THE OFFER.
THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE RELATED LETTER OF
TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
1. TERMS OF THE OFFER; EXPIRATION DATE; TREATMENT OF STOCK OPTIONS; CONTINGENCY
OF PAYMENT OF CERTAIN AMOUNTS OF THE OFFER PRICE, MERGER CONSIDERATION AND
OPTION CONSIDERATION; ESCROW AGREEMENT.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of such extension or
amendment), Purchaser will accept for payment and pay for all Shares (and
deposit the amounts required to be placed in escrow as contingent consideration)
validly tendered on or prior to the Expiration Date (as hereinafter defined) and
not withdrawn as permitted by Section 4. The term "Expiration Date" means 12:00
midnight, New York City time, on Friday, January 17, 1997, unless and until
Purchaser shall have extended the period during which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by Purchaser, shall expire.
The interests of the shareholders, optionholders and warrant holders of the
Company with respect to the Escrowed Funds shall be represented by a committee
comprised of Lowell Harwood and Sanford Harwood (collectively the "Escrow
Committee"). Lowell Harwood and Sanford Harwood have agreed to enter into
consulting agreements with a subsidiary of Parent with total payments under such
agreements equal to $120,000 and $60,000, respectively. In addition, Lowell
Harwood will become a member of the Board of Directors of Parent. While this
could lead to a potential conflict of interest in their role as members of the
Escrow Committee, it should be noted that Lowell and Sanford Harwood and their
immediate family members will be entitled to approximately 59% of any Escrowed
Funds distributed to the shareholders, optionholders or warrant holders of the
Company. As a result, the Company believes that their interest in maximizing the
amount of any such funds distributed to the shareholders, optionholders and
warrant holders of the Company is aligned with the interests of the other
shareholders, optionholders and warrant holders. In addition, Section 8.2 of the
Merger Agreement provides that the Escrow Committee will represent the interests
of the shareholders, optionholders and warrant holders of the Company with
respect to the Escrow Agreement. Therefore, Lowell and Sanford Harwood, having
agreed to act as members of the Escrow Committee, have a contractual obligation
to act as agent for the shareholders, optionholders and warrant holders under
the Escrow Agreement.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment, and will pay for, all Shares
(subject to the amounts placed in escrow as described in Section 1 of the Offer
to Purchase) validly tendered prior to the Expiration Date and not withdrawn
promptly after the later to occur of (i) the Expiration Date, (ii) the
expiration or termination of any applicable waiting periods under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and
(iii) the satisfaction or waiver of the conditions to the Offer set forth in
Section 14 of the Offer to Purchase. The applicable waiting period under the HSR
Act expired at 12:00 midnight on December 30, 1996, without objection by the FTC
or
2
<PAGE> 4
the Antitrust Division. Subject to applicable rules of the Commission, Purchaser
expressly reserves the right to delay acceptance for payment of, or delay
payment for, Shares pending receipt of any regulatory approvals specified in
Section 15 of the Offer to Purchase or in order to comply in whole or in part
with any other applicable law. Purchaser acknowledges that Purchaser may not
delay acceptance for payment of, or payment for, any Shares upon the occurrence
of any of the conditions specified in Section 14 of the Offer to Purchase
without extending the period of time during which the Offer is open.
4. WITHDRAWAL RIGHTS.
Tenders of Shares made pursuant to the Offer may be withdrawn by the
tendering shareholder at any time prior to the Expiration Date. Thereafter, such
tenders are irrevocable, except that they may be withdrawn by such shareholder
at any time after February 11, 1997, unless theretofore accepted for payment by
Purchaser pursuant to the Offer. If Purchaser extends the Offer, is delayed in
accepting for payment or paying for Shares, or is unable to accept for payment
or pay for Shares pursuant to the Offer for any reason, then, without prejudice
to Purchaser's rights under the Offer, the Depositary may on behalf of Purchaser
retain tendered Shares, and such Shares may not be withdrawn except to the
extent that tendering shareholders are entitled to withdrawal rights as
described in this Section 4. Any such delay will be an extension of the Offer to
the extent required by law.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover page of the Offer
to Purchase and this Supplement. Any such notice of withdrawal must specify the
name of the person who tendered the Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder of such Shares, if
different from that of the person who tendered such Shares. If certificates
evidencing Shares to be withdrawn have been delivered or otherwise identified to
the Depositary, then, prior to the physical release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and the signature(s) on the notice of withdrawal must be guaranteed by an
Eligible Institution, unless such Shares have been tendered for the account of
an Eligible Institution. If Shares have been tendered pursuant to the procedure
for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares, in which
case a notice of withdrawal will be effective if delivered to the Depositary by
any method of delivery described in the first sentence of this paragraph.
Withdrawals may not be rescinded, and any Shares properly withdrawn will
thereafter be deemed not to have been validly tendered for purposes of the
Offer. However, withdrawn Shares may be retendered at any time prior to the
Expiration Date by following one of the procedures described in Section 3 of the
Offer to Purchase.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by Purchaser, in its sole
discretion, whose determination will be final and binding. None of Purchaser,
Parent, the Dealer Manager, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
3
<PAGE> 5
7. CERTAIN INFORMATION CONCERNING THE COMPANY.
In connection with Parent's review of the Company and in the course of the
negotiations between the Company and Parent described in Section 10 of the Offer
to Purchase, the Company provided Parent with certain projected results of
operations of the Company, which Parent and Purchaser believe is not publicly
available, the most recently updated of which is included in the information
summarized below. The projected results of operations do not take into account
any of the potential effects of the transactions contemplated by the Offer and
the Merger.
SQUARE INDUSTRIES, INC.
PROJECTED RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
PROJECTED FINANCIAL STATEMENTS
CONSOLIDATED COMPANY FINANCIAL SUMMARY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------
1996P 1997P
------- -------
<S> <C> <C>
STATEMENTS OF OPERATIONS
Revenues
Parking Service Revenue............................................ $64,878 $70,243
Service Station Revenue............................................ 4,338 4,512
------- -------
Total......................................................... 69,216 74,755
Costs and Expenses
Cost of Parking Services(1)........................................ 50,575 56,316
Operating Costs -- Service Station................................. 4,352 4,526
General and Administrative Expenses................................ 9,074 9,114
------- -------
Total......................................................... 64,001 69,956
Pre-tax Operating Income.............................................. 5,215 4,799
Write-off of Assets................................................ 0 0
Write-off of Bank Re-financing Costs(2)............................ 311 308
Litigation Gain.................................................... (651) 0
Interest Expense, net.............................................. 1,342 1,364
------- -------
Pre-tax Income (Loss).............................................. 4,213 3,127
EBITDA before G&A Expense(3).......................................... 16,606 16,390
EBITDA after G&A Expense(3)........................................... 7,532 7,276
Cash Flow Items:
Depreciation and Amortization...................................... 1,451 1,627
Deferred Rent(4)................................................... 806 790
Accruals(5)........................................................ 60 60
Capital Expenditures............................................... $ 5,798(6) $ 2,025
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
DECEMBER 31,
1996P
------------
<S> <C>
BALANCE SHEET:
Cash.......................................................................... $ 2,457
Current Assets................................................................ 3,555
Net Property, Plant and Equipment............................................. 29,917
Other Assets.................................................................. 6,193
-------
Total Assets.......................................................... 42,122
Current Liabilities........................................................... 6,859
Current Portion of Long Term Debt............................................. 1,115
Long Term Debt................................................................ 19,809
Customer Security Deposits.................................................... 317
-------
Total Liabilities..................................................... 28,100
Shareholders' Equity(7)....................................................... 14,022
-------
Total Liabilities and Equity.......................................... $ 42,122
</TABLE>
- ---------------
(1) Includes $60,000 in provision for commercial rent taxes and in 1996 a
reduction for a $1.0 million portion of a litigation gain.
(2) Non-cash expense for a corporate line of credit, reclassified from G&A
Expenses and represents amortization of $992,000 of refinancing costs over a
4 year period. Amount to be amortized in 1998 is $309,000 and in 1999 is
$64,000.
(3) EBITDA is pre-tax operating income before interest, depreciation and
amortization, rent averaging and accruals. 1996 EBITDA includes the $1.651
million litigation gain.
(4) Rent Expense, classified under Cost of Parking Services, is computed by
taking an average of all lease payments over the life of the lease. Deferred
Rent arises due to the difference between rent expense and the actual lease
payment.
(5) $60,000 provision for rent taxes.
(6) Includes $3.2 million for 75 Wooster Street acquisition/improvements.
(7) Includes deferred rent of $4,053,000 in 1996P.
TO THE KNOWLEDGE OF PARENT AND PURCHASER, THE COMPANY DOES NOT AS A MATTER
OF COURSE PUBLICLY DISCLOSE PROJECTIONS OR ESTIMATES AS TO FUTURE REVENUES,
EARNINGS, FINANCIAL CONDITION OR OPERATING PERFORMANCE. WHILE PRESENTED WITH
NUMERICAL SPECIFICITY, PROJECTED INFORMATION OF THE TYPE FURNISHED ABOVE IS
BASED ON ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT
ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE
DIFFICULT TO PREDICT AND MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT SUCH ESTIMATES AND ASSUMPTIONS WILL
BE ACCURATE, AND THE ACTUAL RESULTS MAY BE SIGNIFICANTLY HIGHER OR LOWER THAN
THOSE SET FORTH ABOVE. IN ADDITION, THESE PROJECTIONS WERE NOT PREPARED WITH A
VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE
COMMISSION OR THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS REGARDING PROJECTIONS AND FORECASTS AND ARE INCLUDED IN THE
OFFER TO PURCHASE AND THIS SUPPLEMENT ONLY BECAUSE SUCH INFORMATION WAS MADE
AVAILABLE TO PARENT BY THE COMPANY. NONE OF PARENT, PURCHASER OR THE COMPANY
INTENDS TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES
EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS
EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS
ARE SHOWN TO BE IN ERROR. NONE OF PARENT, PURCHASER, THE COMPANY OR ANY OTHER
ENTITY OR PERSON ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OR VALIDITY OF THE
FOREGOING PROJECTIONS.
14. CERTAIN CONDITIONS OF THE OFFER.
The conditions to the Offer as disclosed in paragraphs b and c of Section
14 of the Offer to Purchase have been modified such that any reference to a
condition being subject to the "good faith judgment" of the Parent has been
changed to require the "reasonable good faith judgment" of the Parent.
5
<PAGE> 7
The Depositary for the Offer is:
SUNTRUST BANK, ATLANTA
By Facsimile Transmission:
(FOR ELIGIBLE
INSTITUTIONS ONLY)
(404) 865-5371
Confirm Receipt of Guaranteed
Delivery by Telephone:
(800) 568-3476
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Carrier:
SunTrust Bank, Atlanta SunTrust Bank, Atlanta SunTrust Bank, Atlanta
P.O. Box 4625 58 Edgewood Ave. 58 Edgewood Ave.
Atlanta, GA 30302 Room 225 Room 225
Atlanta, GA 30303 Atlanta, GA 30303
</TABLE>
Questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of this Offer to Purchase, the Letter of
Transmittal and the Notice of the Guaranteed Delivery may be obtained from the
Information Agent. A shareholder may also contact brokers, dealers, commercial
banks or trust companies for assistance concerning the Offer.
The Information Agent for the Offer is:
KISSEL-BLAKE INC.
110 Wall Street
New York, New York 10005
CALL TOLL FREE
1-800-554-7733
Banks and Brokerage Firms please call:
(212) 344-6733
The Dealer Manager for the Offer is:
J.C. Bradford & Co.
330 Commerce Street
Nashville, Tennessee 37201
(615) 315-1750
Attention: Tina Redding
<PAGE> 1
Exhibit (a)(10)
FOR IMMEDIATE RELEASE
Contact: Stephen Tisdell
Chief Financial Officer
(615) 297-4255 X265
[email protected]
CENTRAL PARKING EXTENDS TERMINATION DATE OF
OFFER FOR SQUARE INDUSTRIES
------------------------
NASHVILLE, Tennessee (January 6, 1997) - Central Parking Corporation (NYSE:PK)
("Central Parking") today announced that it has extended the termination date
of its offer to acquire all the outstanding shares of Square Industries, Inc.
(Nasdaq/NM: SQAI) ("Square Industries") from midnight on Tuesday, January 14,
1997, to midnight on Friday, January 17, 1997 in order to permit dissemination
of supplemental offer materials to expand and clarify certain information in
the original offer materials. The Offer Price remains 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 provided in the
escrow agreement. As of Friday, January 3, 1997, 41,606 shares of Square
Industries common stock have been tendered pursuant to the Offer.
Central Parking also announced that the waiting period under the
Hart-Scott-Rodino Act has terminated and no objections to the transaction were
raised by the Department of Justice.
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 Corporation 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.
- END -
<PAGE> 1
Exhibit (c)(8)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Amendment dated as of January 6, 1997 to that Agreement and Plan of
Merger dated as of December 6, 1996 (the "Merger Agreement") among Square
Industries, Inc., a New York corporation (the "Company"), Central Parking
Corporation, a Tennessee Corporation (the "Purchaser"), and Central Parking
System -- Empire State, Inc., a New York corporation and an indirect
wholly-owned subsidiary of the Purchaser ("Merger Sub").
WHEREAS, the Company, the Purchaser and the Merger Sub have entered
into the Merger Agreement; and
WHEREAS, the parties have agreed to amend the Merger Agreement;
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
The Conditions to the Offer contained in paragraphs b and c of Annex A
of the Merger Agreement are hereby amended such that each reference to the
"good faith judgment" of the Purchaser is changed to the "reasonable good faith
judgment" of the Purchaser.
Except as specifically amended herein, the terms of the Merger
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officers of the parties hereto on the date
first above written.
Square Industries, Inc.
By: ______________________________________
Its: ______________________________________
Central Parking Corporation
By: ______________________________________
Its: ______________________________________
Central Parking System -- Empire State, Inc.
By: ______________________________________
Its: ______________________________________
