SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Name of Registrant as Specified In Its Charter:
CENTRAL PARKING CORPORATION
Name of Person(s) Filing Proxy Statement if other than the
Registrant:
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transactions
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
(Logo omitted)
CENTRAL PARKING CORPORATION
2401 21st Avenue South, Suite 200
Nashville, Tennessee 37212
To Our Shareholders:
On behalf of the Board of Directors, it is our pleasure to
invite you to attend the 1997 Annual Meeting of Shareholders of
Central Parking Corporation.
As shown in the formal notice enclosed, the meeting will be
held on Friday, February 28, 1997, at 11:00 a.m. (Central Standard
Time) at our corporate headquarters in Nashville, Tennessee. The
purpose of this year's meeting is to re-elect seven Directors,
approve an increase in the authorized number of shares available
for issuance, approve a Deferred Stock Unit Plan, and to transact
such other business as may properly come before the meeting. The
meeting will include a report on Central Parking Corporation's
activities for the fiscal year ended September 30, 1996, and there
will be an opportunity for comments and questions from
shareholders.
Whether or not you plan to attend the meeting, it is
important that you be represented and that your shares be voted.
Accordingly, after reviewing the Proxy Statement, we ask you to
complete, sign and date the proxy card and return it as soon as
possible in the postage-paid envelope provided. Early return of
your proxy will permit us to avoid the expense of soliciting the
votes of shareholders who are late sending in their proxy cards.
Fiscal 1996 was another record year for Central Parking
Corporation, and an exciting one as our first year being publicly
traded on the New York Stock Exchange. We hope the Company's
shareholders are as pleased with that performance as are the
Company's Directors, management and associates.
Sincerely,
/s/ Monroe J. Carell, Jr.
Monroe J. Carell, Jr.
Chairman of the Board
and Chief Executive Officer
January 13, 1997
<PAGE>
CENTRAL PARKING CORPORATION
2401 21st Avenue South, Suite 200
Nashville, Tennessee 37212
(615) 297-4255
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held February 28, 1997
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of
Shareholders of Central Parking Corporation, a Tennessee
corporation (the "Company"), will be held at the Company's
management headquarters, 2401 21st Avenue South, Third Floor,
Nashville, Tennessee, on Friday, February 28, 1997, at 11:00 a.m.
(Central Standard Time) (the "Annual Meeting") for the following
purposes:
1. To re-elect seven Directors for the term ending at the
1998 Annual Meeting of Shareholders;
2. To approve an amendment to the Company's charter to
increase the authorized number of shares of common
stock available for issuance;
3. To approve a Deferred Stock Unit Plan for key
employees;
4. To transact such other business as may properly come
before the meeting and any continuations and
adjournments thereof.
The Board of Directors has fixed the close of business on
January 3, 1997, as the record date for determining the holders of
the Common Stock of the Company entitled to notice of and to vote
at the Annual Meeting and any adjournments thereof.
The Common Stock of the Company should be represented as
fully as possible at the Annual Meeting. Therefore, please sign
and return the enclosed proxy at your earliest convenience. You
may, of course, revoke your proxy at any time before it is voted at
the meeting. However, signing and returning the proxy will assure
your representation at the Annual Meeting if you do not attend.
By Order of the Board of Directors
/s/ Henry J. Abbott
Henry J. Abbott
Secretary
Nashville, Tennessee
January 13, 1997
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN,
DATE AND RETURN YOUR PROXY.
<PAGE>
CENTRAL PARKING CORPORATION
2401 21st Avenue South, Suite 200
Nashville, Tennessee 37212
(615) 297-4255
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be Held February 28, 1997
INTRODUCTION AND VOTING PROCEDURES
This Proxy Statement is being furnished in connection with
the solicitation of proxies by the Board of Directors (the "Board")
of Central Parking Corporation, a Tennessee corporation (the
"Company"), for use at the 1997 Annual Meeting of Shareholders of
the Company to be held at the Company's headquarters, 2401 21st
Avenue South, Third Floor, Nashville, Tennessee, on Friday,
February 28, 1997, at 11:00 a.m. (Central Standard Time) and at any
continuations and adjournments thereof (the "Annual Meeting").
This Proxy Statement is first being mailed on or about January 13,
1997, to holders of the common stock, par value $.01 per share, of
the Company (the "Common Stock") of record at the close of business
on January 3, 1997. The cost of this solicitation will be borne by
the Company.
The shares of Common Stock held by each shareholder who signs
and returns the enclosed proxy will be counted for purposes of
determining the presence of a quorum at the meeting unless such
proxy shall be timely revoked. If the enclosed form of proxy is
executed and returned, it may, nevertheless, be revoked at any time
before it is voted by delivery of a written revocation or a duly
executed proxy bearing a later date to the Secretary of the Company
at its management headquarters or by the stockholder personally
attending and voting his or her shares at the meeting.
The Board has fixed the close of business on January 3, 1997,
as the record date for the meeting. Only shareholders of record at
the close of business on January 3, 1997, are entitled to notice of
and to vote at the Annual Meeting. At the close of business on
January 3, 1997, there were 17,490,100 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. Each share
of Common Stock entitles the holder thereof to one vote on each
matter to be considered at the meeting. A quorum (i.e., holders of
record of a majority of the shares of Common Stock outstanding and
entitled to vote at the meeting) is required for any vote taken at
the meeting. Assuming a quorum is present with respect to such
matters, the affirmative vote of a plurality of the shares of
Common Stock cast by the shares present in person or represented by
proxy is required for the election of Directors, the affirmative
vote of the holders of a majority of the shares cast (provided that
a majority of the outstanding shares are voted), is required for the
approval of the Deferred Stock Unit Plan, and the affirmative vote
of the holders of a majority of the shares of Common Stock cast is
required for the approval of any other matter submitted to a vote
of the shareholders at the meeting. Under Tennessee law,
abstentions are treated as present and entitled to vote and,
therefore, will be counted in determining whether a quorum is
present, but will have no effect on the outcome of any votes,
except they will count as "no" votes on the Deferred Stock Unit
Plan proposal. A broker non-vote (i.e., shares held by brokers or
nominees as to which instructions have not been received from the
beneficial owners or persons entitled to vote and as to which the
broker or nominee does not have discretionary power to vote on a
particular matter) on a matter which is considered not entitled to vote
on that matter, will not be counted in determining whether a quorum
is present, and will have no effect on the outcome of any votes,
except they will count as "no" votes on the Deferred Stock Unit
Plan proposal. All references to number of shares in this Proxy
Statement have been adjusted to reflect the three-for-two stock
split effected in March 1996.
The Annual Report to Shareholders of the Company for the
fiscal year ended September 30, 1996, including audited financial
statements (the "Annual Report"), is being mailed concurrently with
this Proxy Statement to all holders of Common Stock of record at
the close of business on January 3, 1997. In addition, the Company
has provided brokers, dealers, banks, voting trustees and their
nominees, at Company expense, with additional copies of the Annual
Report so that such record holders could supply such material to
beneficial owners as of January 3, 1997. Additional copies of the
Annual Report and the Annual Report on Form 10-K for the fiscal
year ended September 30, 1996, filed with the Securities and
Exchange Commission (the "Form 10-K") (but without exhibits to the
Form 10-K) may be obtained without charge upon request to the
Company's Investor Relations Department, 2401 21st Avenue South,
Suite 200, Nashville, Tennessee 37212, (615) 297-4255. See "Annual
Report to Shareholders."
EACH PROPERLY EXECUTED PROXY RECEIVED IN TIME FOR THE MEETING
WILL BE VOTED AS SPECIFIED THEREIN. IF NO SPECIFICATION IS MADE,
THE SHARES REPRESENTED THEREBY WILL BE VOTED FOR THE ELECTION OF
NOMINEES NAMED HEREIN WHO ARE STANDING FOR ELECTION AS DIRECTORS,
FOR AMENDMENT OF THE CHARTER TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR ISSUANCE FROM 30,000,000 TO 50,000,000,
AND FOR APPROVAL OF THE DEFERRED STOCK UNIT PLAN. Management does
not know of any other matters that will be presented for action at
the Annual Meeting of Shareholders. If any other matter does come
before the Annual Meeting of Shareholders, however, the persons
appointed in the proxy will vote in accordance with their best
judgment on such matter.
<PAGE>
PROPOSAL I.
ELECTION OF DIRECTORS
Election of Directors
Positions with Company,
Director Directorships and Business
Name and Age Since Experience for Last Five Years
- -------------------------------------------------------------------
Monroe J. Carell, Jr., 65 1979 Chief Executive Officer and
Chairman of the Board of
Directors of the Company for
over 17 years. Mr. Carell
has also served as a trustee
of Vanderbilt University in
Nashville, Tennessee, since
1991 and is a member of the
Board of Trust of the Urban
Land Institute. Mr. Carell
is also a member of the Board
of Directors of Vanderbilt
University Medical Center.
James H. Bond, 54 1990 Mr. Bond has been employed by
the Company since 1971 in
various positions including
general manager and regional
manager. He has served as
President, Chief Operating
Officer, and a member of the
Board of Directors of the
Company since October 1990.
Cecil Conlee, 60 1996 Mr. Conlee has served as
Chairman and Chief Executive
Officer of CGR Advisors,
which provides real estate
investment advice and
portfolio management
services, since 1989. Mr.
Conlee serves on the Board of
Directors of Oxford
Industries, Inc. and Rodamco
N.V. Mr. Conlee also serves
as a trustee of Corporate
Property Investors,
International Council of
Shopping Centers and
Vanderbilt University. Mr.
Conlee is a member and past
trustee of the Urban Land
Institute, a director of
Central Atlanta Progress, The
Corporation for Olympic
Development Atlanta, and The
Southern Center for
International Studies.
John W. Eakin, 42 1993 Mr. Eakin formed and has been
President of Eakin-Smith,
Inc., a real estate
development and management
company, since September
1987. In April 1996, Mr.
Eakin merged his company with
Highwoods Properties, Inc.,
an office and industrial real
estate investment trust. Mr.
Eakin serves as a Director of
Highwoods Properties, Inc.
and has served on the
Advisory Board of First
American Bank since 1994.
Edward G. Nelson, 65 1993 Mr. Nelson formed Nelson
Capital Corp., a merchant
banking firm, in 1985, and
has served as the President
and Chairman of the Board of
such firm since its
organization. Mr. Nelson
serves as a director of each
of Advocat Inc., a long-term
care facility owner and
operator; Osborn
Communications Company, an
owner and operator of radio
and television stations;
Clin-Trials Research Inc., a
clinical research
organization; and Berlitz
International, Inc., a
language services company.
Mr. Nelson also serves as a
trustee of Vanderbilt
University.
William C. O'Neil, Jr., 62 1993 Mr. O'Neil has served as
Chairman of the Board,
President, and Chief
Executive Officer of
ClinTrials Research Inc., a
clinical research
organization, since September
1989. Mr. O'Neil serves as a
director of each of Advocat
Inc., a long-term care
facility owner and operator;
ATRIX Laboratories, Inc., a
drug delivery company; Sigma
Aldrich Chemical Company, a
manufacturer of research
chemicals; and American
HealthCorp., a specialty
healthcare service company.
P.E. Sadler, 62 1996 Mr. Sadler is the Chairman of
ActaMed Corporation, a health
care technology company that
he founded in 1992. In 1979,
Mr. Sadler founded MicroBilt
Corporation and served as its
Chairman and Chief Executive
Officer. After MicroBilt was
acquired by First Financial
Management Corporation in
1989, Mr. Sadler remained in
this capacity until 1991.
Mr. Sadler has previously
served on the Board of
Directors of Endata
Corporation, First Financial
Management Corporation and
Knowledgeware. Currently,
Mr. Sadler serves as Chairman
for ActaVest Corporation and
CareerOps, Inc.
<PAGE>
DIRECTOR COMPENSATION AND MEETINGS;
COMMITTEES OF THE BOARD OF DIRECTORS
Non-employee Directors of the Company receive a fee of $5,000
for each regular board meeting attended, $1,000 for all other
special meetings attended and automatic grants of stock options
pursuant to the Company's 1995 Nonqualified Stock Option Plan for
Directors (the "Director Plan"). Under the Director Plan, each
director serving on the Board on the last day of the Company's
fiscal year who has served in such capacity for at least six months
during such fiscal year automatically receives options to acquire
2,000 shares of Common Stock. See "--- Compensation Pursuant to
Plans --- 1995 Nonqualified Stock Option Plan for Directors." In
lieu of cash compensation, Directors may elect to receive shares of
restricted stock under the Company's 1995 Restricted Stock Plan.
Directors who are employees of the Company or its affiliates do not
receive additional compensation for services as a director of the
Company. All Directors are reimbursed for actual expenses incurred
in connection with attending meetings.
During the Company's fiscal year ended September 30, 1996
("fiscal 1996"), the Board held four meetings. The Board has two
standing committees, the Audit Committee and the Compensation
Committee, each of which was formed in August 1995. The Board does
not have a standing Nominating Committee. During fiscal 1996, the
Audit Committee held one meeting and the Compensation Committee
held one meeting. During fiscal 1996, all of the current
Directors of the Company attended at least 75% of the aggregate
number of meetings of the Board and the respective Committees of
the Board on which they served, except Mr. Sadler who attended two
of the three meetings he was eligible to attend.
The Compensation Committee, which is composed of Messrs.
Conlee, Eakin, and O'Neil, is responsible for reviewing and
recommending the appropriate compensation and benefits of officers
of the Company, considering and making grants and awards under and
administering the Company's Key Personnel Plan and overseeing the
Company's various other compensation and benefit plans.
The Audit Committee, which is composed of Messrs. Eakin,
Nelson, and Sadler, is responsible for overseeing the auditing
procedures and financial reporting of the Company, reviewing the
general scope of the Company's annual audit and the fee charged by
the Company's independent certified public accountants, determining
the duties and responsibilities of the internal auditors,
receiving, reviewing and accepting the reports of the Company's
independent certified public accountants, reviewing and approving
related-party transactions and overseeing the Company's systems of
internal accounting and management controls.
POSSIBLE BOARD EXPANSION
In connection with the Company's acquisition of Square
Industries, Inc., pursuant to a tender offer which is expected to
close in January 1997, the Company has agreed to use its best
efforts to cause Lowell Harwood to be elected to the Company's
Board of Directors. The Company anticipates that, sometime after
the Annual Meeting of Shareholders, the Board will vote to expand
the number of Directors by one and elect Mr. Harwood as a Director.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE PROPOSED NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE
VOTES CAST BY THE SHARES ENTITLED TO VOTE ON EACH DIRECTOR IS
NECESSARY FOR HIS ELECTION.
<PAGE>
PROPOSAL II.
INCREASE IN THE AUTHORIZED SHARES OF COMMON STOCK
On December 19, 1996, the Board of Directors unanimously
approved and directed that the shareholders consider an amendment
to Article VIII (1) of the Company's Amended and Restated Charter
(the "Charter"). The amendment to Article VIII (1) would increase
the number of authorized shares of the Company's Common Stock from
30,000,000 to 50,000,000. To be adopted, this proposal requires
the affirmative vote of the holders of a majority of the votes cast
on this matter. If this proposal is approved by the shareholders
at the Annual Meeting, the amendments to Article VIII (1) will
become effective upon the filing of a Certificate with the
Secretary of State of Tennessee, which filing is expected to take
place shortly after the Annual Meeting. The Board of Directors
believes that it is in the best interests of the Company and
recommends that all of its shareholders vote to adopt this
amendment.
The rights of the holders of the Company's Common Stock under
the Amended and Restated Charter would remain unchanged. Article
VIII (1) of the Amended and Restated Charter, as further amended by
the proposed amendment, is set forth below:
VIII
1. The maximum number of shares of stock
which the Corporation shall have the authority to
issue is fifty million (50,000,000) shares of Common
Stock, having a par value of $0.01 per share, which
shares shall not be subject to any preemptive rights,
and one million (1,000,000) shares of preferred stock
having a par value of $0.01 per share.
As of January 3, 1997, there were 17,490,100 shares of Common
Stock issued and outstanding. In addition, 691,385 shares of the
Company's Common Stock remain reserved for issuance under the
Restricted Stock Plan and the 1995 Incentive and Nonqualified Stock
Option Plan for Key Personnel; 300,000 shares remain reserved for
issuance under the Company's 1996 Employee Stock Purchase Plan;
150,000 shares remain reserved for issuance under the Company's
1995 Nonqualified Stock Option Plan for Directors; and assuming the
approval of Proposal III, 250,000 shares are reserved for issuance
under the Deferred Stock Unit Plan. Accordingly, at January 3,
1997 a balance of 11,118,515 authorized shares of the Company's
Common Stock were available for future use, excluding those shares
reserved for issuance under the aforementioned plans.
The Board of Directors considers the proposed increase in the
number of authorized shares of Common Stock desirable because it
would give the Company the necessary flexibility to issue Common
Stock in connection with acquisitions, equity financings, stock
dividends and splits, benefit plans, and for other general
corporate purposes. These future issuances would be at the
discretion of the Board of Directors without the expense and delay
incidental to obtaining shareholder approval, except as may be
required by applicable law or by the rules of any stock exchange on
which the Company's securities may then be listed. For example,
the New York Stock Exchange, on which the Common Stock is listed,
currently requires shareholder approval as a prerequisite to
listing shares in several instances, including in connection with
acquisitions where the present or potential issuance of shares
could result in an increase in the number of shares of Common Stock
outstanding by 20% or more. Holders of Common Stock have no
preemptive rights to subscribe to any additional securities of any
class that the Company may issue.
The authorized but unissued shares of Common Stock could be
used by incumbent management to make more difficult a change in
control of the Company. Under certain circumstances such shares
could be used to create voting impediments or to frustrate persons
seeking to effect a takeover or otherwise gain control of the
Company. For example, such shares could be privately placed with
purchasers who might side with the Board in opposing a hostile
takeover bid.
The amendment could also have the effect of discouraging an
attempt by another person or entity, through the acquisition of a
substantial number of shares of the Company's Common Stock, to
acquire control of the Company with a view to imposing a merger,
sale of all or any part of the Company's assets or a similar
transaction that may or may not be in the best interest of all of
the shareholders, because the issuance of new shares could be used
to dilute the stock ownership of a person or entity seeking to
obtain control of the Company. The amendment to the Amended and
Restated Charter is not being proposed in response to any effort
known by management to acquire control of the Company. At the date
of this Proxy Statement, the Company has no plans, arrangements or
understandings with respect to the issuance of the share of Common
Stock to be authorized. However, the Company regularly considers
equity offerings and acquisitions, involving the issuance of Common
Stock.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
VOTES CAST ON THIS MATTER IS REQUIRED TO APPROVE
THE AMENDMENT TO THE CHARTER. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE BY THE HOLDERS OF COMMON STOCK FOR THIS PROPOSAL.
<PAGE>
PROPOSAL III:
ADOPTION OF DEFERRED STOCK UNIT PLAN
On December 19, 1996, the Board of Directors approved the
adoption of the Company's Deferred Stock Unit Plan (the "Deferred
Stock Unit Plan" or the "Plan"), subject to approval by the
Company's shareholders. Under the plan, certain key employees will
have an opportunity to defer the receipt of certain portions of
their cash compensation, instead receiving shares of Common Stock
following certain periods of deferral. Approximately nine key
employees will be eligible to participate in the Plan.
Participation is subject to shareholder approval of the Plan. The
Plan is administered by a committee appointed by the Board of
Directors of the Company consisting of at least two non-employee
"outside" directors of the Company (the "Committee").
The Company will reserve 250,000 shares of Common Stock for
issuance under the 1996 Deferred Stock Unit Plan. The Committee
can determine to distribute Common Stock from the shares reserved
under the Plan or under any other shareholder-approved stock plan
maintained by the Company or from open market purchases.
The Committee will designate participants in the Plan from
among certain management-level employees of the Company. Unless
such employee declines to participate in the Plan or elects to
defer a smaller amount, he will automatically defer ten percent of
his annual cash compensation ("Automatic Deferral"). Participants
deferring the entire 10% Automatic Deferral may elect to defer
additional amounts of their cash compensation ("Elective
Deferral"), provided that no more than 50% of the Participant's
total cash compensation for any one year may be deferred under the
Plan.. Automatic and Elective Deferrals (collectively, the
"Deferrals") are converted into stock units (each, a "Unit"), which
represent the right, subject to certain exceptions, to receive the
number of shares equal to the dollar amount of such Deferral
divided by the fair market value of the Common Stock on the date
the last cash payment for such year would have been made. For
Elective Deferrals, the number of shares so calculated is increased
by a 25% premium (the "Premium Units"). The Premium Units vest in
25% increments at the end of each of the first four years following
the date the deferral is made, subject to certain conditions.
Under the terms of the Deferred Stock Unit Plan,
distributions to a participant of the Common Stock acquired under
the Plan will commence upon the first to occur of any of the
following events: a "Change in Control" (as defined in the Plan),
the death of the employee, retirement pursuant to the terms of the
then-current retirement policy of the Company, termination of
services as an employee for any reason other than death or
retirement, or the date initially elected by the employee for the
distribution thereof, provided that the date so selected for
Elective Deferrals is at least four years beyond the date on which
such selection is made.
The number of shares of Common Stock distributed under the
Plan may be subject to adjustment in the event of any change in the
outstanding shares of the Company's Common Stock by reason of a
stock dividend, stock split, combination or exchange of shares,
merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets
to shareholders. Participants will be paid a cash bonus per Unit
equal in amount to any cash dividends declared by the Company.
The Committee at any time may amend, suspend or terminate the
Plan at such times as it deems advisable, provided that no
amendment, suspension or termination shall alter or impair any
amounts then deferred by any employee without the consent of the
employee affected thereby.
Because the Plan has only recently been adopted and no
deferral elections have been made thereunder, it is not yet
possible to estimate the dollar value of Deferrals which may be
made nor the number of Units or share of Common Stock which may be
issued under the Plan.
A copy of the proposed Deferred Stock Unit Plan is attached
hereto as EXHIBIT A .
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
VOTES CAST ON THIS MATTER (PROVIDED THAT A MAJORITY OF THE OUTSTANDING
SHARES ARE VOTED ON THIS MATTER) IS REQUIRED TO ADOPT THE 1996 DEFERRED
STOCK UNIT PLAN. THE BOARD OF DIRECTORS HAS APPROVED THE ADOPTION
OF THE 1996 DEFERRED STOCK UNIT PLAN AND RECOMMENDS THAT ALL
SHAREHOLDERS VOTE FOR ADOPTION OF THE PLAN.
<PAGE>
EXECUTIVE OFFICERS
POSITIONS WITH THE COMPANY AND BUSINESS
NAME EXPERIENCE FOR THE LAST FIVE YEARS
- -------------------------------------------------------------------
Monroe J. Carell, Jr. 1979 Chief Executive Officer and Chairman
of the Board since 1979.
James H. Bond 1971 President, Chief Operating Officer
and a member of the Board since
1990. Prior to 1990 Mr. Bond served
in various positions with the
Company including regional manager
and Senior Vice President.
Emanuel J. Eads 1974 Senior Vice President since 1985 and
has served in various positions
with the Company including
general and regional manager
since 1974.
Jeff L. Wolfe 1988 Senior Vice President since May 1994,
and has served in various
positions with the Company, including
general and regional manager since 1988.
Alan J. Kahn 1982 Senior Vice President - Euorpean
Operations since April 1996, and has
served in various other positions
with the Company, including general
and regional manager since 1982.
Henry J. Abbott 1977 Vice President - General Counsel
since 1986, Secretary since 1980; and
other positions with the Company
since 1977.
Greg Susick 1989 Senior Vice President since 1996 and
has served in various positions
with the Company, including general
and regional manager since 1989.
Stephen A. Tisdell 1993 Chief Financial Officer since 1993;
from May 1992 to February 1993,
President and owner of Tisdell
Consulting (financial consulting);
from June 1991 until May 1992;
Executive Vice President, Treasurer,
and Secretary of Maison Blanche,
Inc., (retail clothing stores); from
February 1987 until June 1991, Group
Vice President - Finance and
Chief Accounting Officer of Service
Merchandise Corporation (retail
catalog showrooms).
William R. Porter 1996 Senior Vice President - Acquisitions
since November 1996, from 1991
to 1996, Executive Vice President -
Marketing, Ace Parking (parking
management).
Chris Callas 1996 Corporate Controller since November
1996, from 1990 to 1996, Vice
President - Controller of Worldspan,
L.P., (travel agency automation
and airline reservation processing).
<PAGE>
OWNERSHIP BY MANAGEMENT
AND CERTAIN SHAREHOLDERS
The table below sets forth certain information regarding the
beneficial ownership of the Common Stock, as of December 18, 1996
of (i) each person known to the Company to beneficially own 5% or
more of the Common Stock, (ii) each of the persons named in the
Summary Compensation Table, (iii) each Director, and (iv) all
Directors and executive officers of the Company as a group. On
that date, 17,489,768 shares were outstanding. Unless otherwise
indicated, the persons listed below have sole voting and investment
power over the shares of the Common Stock indicated.
NAME NUMBER (1) PERCENT (1)
- -------------------------------------------------------------------
Monroe J. Carell, Jr. 6,178,425 (2)(3) 35.3%
The Carell Children's
Trust 5,070,142 (4) 29.0%
Monroe Carell, Jr.
1995 Grantor Retained
Annuity Trust 91,852 (5) *
Monroe Carell, Jr.
1994 Grantor Retained
Annuity Trust 1,212,810 (5) 6.9%
James H. Bond 207,000 (6) 1.2%
Cecil Conlee 9,687 (7) *
John W. Eakin 13,250 (8) *
Edward G. Nelson 15,500 (9) *
William C. O'Neil, Jr. 17,000 (8) *
P. E. Sadler 9,500 (8) *
Emanuel J. Eads 13,500 (10) *
Jeff L. Wolfe 12,450 (12) *
Alan J. Kahn 6,900 (11) *
Directors and
executive officers
as a group
(16 persons) 7,825,323 (13) 44.5%
SAFECO Corporation
and SAFECO Asset
Management Company 951,750 (14) 5.4%
* Indicates less than 1%.
___________________________
1. For purposes of computing beneficial ownership and the
percentages of outstanding shares held by each person or group
of persons on a given date, and in accordance with 13d-3 under
the Securities Exchange Act of 1934, as amended, shares which
such person or group has the right to acquire within 60 days
after such date are shares for which such person has beneficial
ownership and are deemed to be outstanding for purposes of
computing the percentage of such person, but are not deemed to
be outstanding for the purpose of computing the percentage of
any other person.
2. Address: 2401 21st Avenue South, Suite 200, Nashville,
Tennessee 37212.
3. Excludes 5,070,142 shares held by The Carell Children's Trust
and 36,280 shares held by trusts benefiting Mr. Carell's
grandchildren, with respect to which Mr. Carell disclaims
beneficial ownership.
4. The Carell Children's Trust is a trust created by Mr. Carell in
1987 for the benefit of his children, the trustee of which is
Equitable Trust Company and the address of which is 800
Nashville City Center, 511 Union, Nashville, Tennessee 37219.
5. The Monroe Carell, Jr. 1995 Grantor Retained Annuity Trust and
The Monroe Carell, Jr. 1994 Grantor Retained Annuity Trust are
trusts created in 1995 and 1994 respectively, of which Mr.
Carell is trustee and from which Mr. Carell is entitled to an
annuity until September 1999 with the remainder passing to his
children.
6. Includes 178,500 shares of restricted stock granted under the
Company's 1995 Restricted Stock Plan in connection with Mr.
Bond's Performance Agreement, 750 shares held by his spouse, 750
shares held by the Emily Bond Trust of which Mrs. Bond is
trustee, and a vested option to purchase 12,000 shares of common
stock granted pursuant to the Company's 1995 Incentive and
Nonqualified Stock Option Plan for Key Personnel ("Key Personnel
Plan").
7. Includes 187 shares of restricted stock granted in lieu of
director compensation pursuant to the Company's 1995 Restricted
Stock Plan and options to purchase 9,500 shares of common stock
granted pursuant to the Company's 1995 Incentive and
Nonqualified Stock Option Plan for Directors ("Director Stock
Option Plan").
8. Includes options to purchase 9,500 shares of common stock
pursuant to the Director Stock Option Plan.
9. Includes 3,000 shares held by Mr. Nelson's spouse, of which Mr.
Nelson disclaims beneficial ownership, and options to purchase
9,500 shares of common stock granted pursuant to the Director
Stock Option Plan.
10. Includes options to purchase 9,000 shares of common stock
granted pursuant to the Key Personnel Plan.
11. Includes options to purchase 6,000 shares of common stock
granted pursuant to the Key Personnel Plan.
12. Includes options to purchase 9,000 shares of common stock
granted pursuant to the Key Personnel Plan, 1,500 shares held by
Mr. Wolfe's spouse, and 1,500 shares held by the Patricia Wolfe
Children's Trust of which Mr. Wolfe disclaims beneficial
ownership.
13. Includes vested options to purchase 107,500 shares of the
Company's Common Stock granted pursuant to the Company's Key
Personnel Plan, and 179,686 shares granted pursuant to the
Company's Restricted Stock Plan.
14. Address: Safeco Plaza, Seattle, Washington 98185. Share
ownership data was obtained from the last available Schedule 13G
filed jointly by SAFECO Corporation and SAFECO Asset Management
Company on February 9, 1996, and has been adjusted to reflect
the Company's three-for-two stock split in March 1996.
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes information concerning cash
and non-cash compensation paid to or accrued for the benefit of the
Company's Chief Executive Officer and the persons who, during
fiscal 1996, were the four other most highly compensated executive
officers of the Company (the "Named Executive Officers") for all
services rendered in all capacities to the Company for the fiscal
years indicated.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Compensation
Awards(1)
___________
Annual Compnesation Restricted Securities
Name and ______________________________________ Stock Underlying All Other
Principal Position Year Salary Bonus Awards Options/SARS Compensation
______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Monroe J. Carell, Jr., 1996 $ 66,476 $ 974,425 (2) --- --- $ 10,442 (3)
Chairman and Chief 1995 66,476 1,230,424 (2) --- --- 14,767 (4)
Executive Officer 1994 66,476 1,137,732 (2) --- --- 8,849 (5)
James H. Bond, 1996 52,300 793,188 (2) $2,618,000 (6) 12,000 (7) 15,938 (8)
President and Chief 1995 52,300 988,368 (2) --- --- 498,943 (9)
Operating Officer 1994 52,300 954,814 (2) --- --- 380,810 (10)
Emanuel J. Eads, 1996 45,000 549,712 (2) --- 9,000 (11) 5,410 (12)
Senior Vice President 1995 45,000 462,186 (2) --- --- 5,656 (12)
1994 45,000 218,961 (2) --- --- 5,280 (12)
Jeff L. Wolfe, 1996 75,000 244,637 (2) --- 9,000 (11) 5,390 (13)
Senior Vice President 1995 75,000 159,542 (2) --- --- 5,616 (13)
1994 45,000 114,055 (2) --- --- 24,176 (14)
Alan J. Kahn, 1996 106,122 150,125 (2) --- 6,000 (15) 5,390 (16)
Senior Vice President 1995 59,384 97,746 (2) --- --- 5,529 (16)
European Operations 1994 61,668 62,981 (2) --- --- 3,775 (16)
<FN>
(1) Although the Company's Key Personnel Plan permits the grant of
stock appreciation rights, no such rights have been granted to
date.
(2) The table reflects cash compensation paid during fiscal 1996,
1995, and 1994, respectively, and does not include accrued
bonuses payable for fiscal year ended September 30, 1996,
payable to Mr. Carell of $318,001, Mr. Bond of $400,000, Mr.
Eads of $318,578, Mr. Kahn of $107,024, and Mr. Wolfe of $110,323.
(3) Includes $2,532 for expenses reimbursed to Mr. Carell, plus
$5,110 allocated to Mr. Carell under the Company's Profit
Sharing Plan and $2,800 in insurance premiums.
(4) Includes $6,265 for expenses reimbursed to Mr. Carell, plus
$5,677 allocated to Mr. Carell under the Company's Profit
Sharing Plan and $2,825 in insurance premiums.
(5) Includes $5,556 allocated to Mr. Carell under the Company's
Profit Sharing Plan and $3,293 in insurance premiums.
(6) On October 13, 1995, 119,000 restricted shares were granted to
Mr. Bond in replacement of certain amounts accrued under his performance
unit agreement. The value of those shares was $2,618,000
at such date, which satisfied an accrued liability on the prior
performance unit agreement at September 30, 1995 of
approximately $1,950,000 (a portion of which
is disclosed in footnote 9 and 10, and included in other
compensation is $493,278 in 1995 and $375,423 in 1994). Subsequently
in March of 1996 those restricted shares split 3-for-2 and now
total 178,500 restricted shares. The value of the restricted
shares was $5,801,250 at September 30, 1996.
(7) Includes options to acquire 12,000 shares of the Company's
Common Stock granted pursuant to the Company's Key Personnel
Plan. In addition, 178,500 restricted shares of the
Company's Common Stock were granted to Mr. Bond under the
Company's 1995 Restricted Stock Plan.
(8) Includes $5,228 allocated to Mr. Bond under the Company's
Profit Sharing Plan and $10,710 of dividend paid on the
restricted stock noted in footnote #6.
(9) Includes $5,665 allocated to Mr. Bond under the Company's
Profit Sharing Plan and $493,278 increase in the value of Mr.
Bond's performance unit in connection with his Performance
Unit Agreement.
(10) Includes $5,387 allocated to Mr. Bond under the Company's
Profit Sharing Plan and $375,423 increase in the value of Mr.
Bond's performance unit in connection with his Performance
Unit Agreement.
(11) Includes options to purchase 9,000 shares of the Company's
Common Stock granted pursuant to the Key Personnel Plan.
(12) Allocated to Mr. Eads under the Company's Profit Sharing Plan.
(13) Allocated to Mr. Wolfe under the Company's Profit Sharing Plan.
(14) Includes $2,765 allocated to Mr. Wolfe under the Company's
Profit Sharing Plan and $21,411 in moving allowance.
(15) Includes options to purchase 6,000 shares of the Company's
Common Stock granted pursuant to the Company's Key Personnel
Plan.
(16) Allocated to Mr. Kahn under the Company's Profit Sharing Plan.
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
The following table reflects certain information with respect
to options to acquire shares of the Company's Common Stock granted
under the Company's 1995 Stock Option Plan to the executive
officers named in the Summary Compensation Table above during the
fiscal year ended September 30, 1996.
Individual Grants
-------------------------------------------- Potential
Percent Realizable
of Value at
Total Assumed
Options Annual
Number Granted Rates of
of to Stock Price
Securities Employees Exercise Appreciation
Underlying in or for Option
Options Fiscal Base Term
Granted Year Price Expiration (10 Years)
Name (#)(1) (%) ($/Sh) Date 5%($) 10%($)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Monroe J. Carell, Jr --- --- --- --- --- ---
James H. Bond 12,000 4.8% $12.00 10/10/2005 90,561 229,499
Emanuel J. Eads 9,000 3.6% $12.00 10/10/2005 67,921 172,124
Jeff L. Wolfe 9,000 3.6% $12.00 10/10/2005 67,921 172,124
Alan J. Kahn 6,000 2.4% $12.00 10/10/2005 45,280 114,749
<FN>
(1) All options were granted pursuant to the Company's 1995 Stock
Option Plan for Key Personnel.
(2) The dollar amounts under these columns result from
calculations assuming 5% and 10% growth rates as set by the
securities and Exchange Commission and are not intended to
forecast future appreciation of the Common Stock.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
at Fiscal Year-End at Fiscal Year-
Shares Value (#) End ($)
Acquired on Realized Exerciseable/ Exerciseable/
Name Exercise (#) ($) Unexerciseable Unexerciseable
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Monroe J. Carell, Jr. --- --- --- / --- --- / ---
James H. Bond --- --- 12,000 / --- $246,000 / ---
Emanuel J. Eads --- --- 9,000 / --- 184,500 / ---
Jeff L. Wolfe --- --- 9,000 / --- 184,500 / ---
Alan J. Kahn --- --- 6,000 / --- 123,000 / ---
<FN>
(1) This amount represents the aggregate number of options
multiplied by the difference between $32.500, the fair market
value of the Common Stock at September 30, 1996, and the
exercise price for that option.
</TABLE>
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each
of the Named Executive Officers. The employment agreements provide
for base salaries of $66,476 for Mr. Carell, $52,300 for Mr. Bond,
$45,000 for Mr. Eads, $215,600 for Mr. Kahn, and $75,000 for Mr.
Wolfe. The employment agreements also provide for annual
performance-based bonus payments. Each employee can draw up to 50%
of his budgeted bonus prior to the fiscal year end. The employment
agreements may be terminated by either party upon 30 days' written
notice except that termination for theft, embezzlement, fraud, or
intentional mishandling of Company funds shall be effective
immediately. Upon termination of the employment agreement, the
employee is prohibited from competing with the Company for a period
of one year within 50 miles of any county or independent city in
which the employee rendered services to or for the Company.
Effective fiscal year 1996, Mr. Carell's employment agreement
limits his bonus compensation to a maximum of $700,000 from
$1,200,000 in fiscal year 1995. Effective fiscal year 1995, Mr.
Bond's employment agreement limits his bonus compensation to a
maximum of $800,000. Effective fiscal year 1996, Mr. Eads'
employment agreement limits his bonus compensation to a maximum of
$600,000. The Company has entered into an agreement with Mr. Bond
providing for a severance payment to Mr. Bond in cash or stock, at
the Company's election, in an amount equal to three weeks of Mr.
Bond's total current compensation for each year of employment with
the Company, upon the termination of Mr. Bond's employment with the
Company for any reason other than fraud or intentional malfeasance.
At September 30, 1996, such severance payment would equal
approximately $1,230,000.
Mr. Bond and the Company are parties to a Performance Unit
Agreement pursuant to which the Company issued Mr. Bond 178,500
post-split shares of Common Stock under the Company's 1995
Restricted Stock Plan, together with the right to receive until his
normal retirement or, if earlier, the date of termination of his
employment, additional shares of restricted Common Stock in an
amount determined by a formula based upon the Company's performance
over such period. If Mr. Bond voluntarily terminates his
employment with the Company before his normal retirement, or if the
Company terminates his employment for cause, all shares of Common
Stock to be received under the Restricted Stock Plan are forfeited.
Mr. Carell and the Company are parties to a deferred
compensation agreement that entitles Mr. Carell to annual payments
of $500,000 for a period of ten years following his termination,
for any reason other than death, in exchange for a covenant not to
compete. Thereafter, Mr. Carell is entitled to annual payments of
$300,000 until his death and, in the event his wife survives him,
she is entitled to annual payments of $300,000 until her death.
<PAGE>
COMPENSATION PURSUANT TO CERTAIN PLANS
1995 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN FOR KEY PERSONNEL
In August 1995, the Company's Board of Directors and
shareholders adopted the 1995 Incentive and Nonqualified Stock
Option Plan for Key Personnel (the "Key Personnel Plan") under
which options to purchase shares of Common Stock are available for
grant (i) to Directors, key employees (including officers),
consultants, and advisors of the Company and its subsidiaries as an
incentive to such persons, and (ii) as substitute stock options for
outstanding stock options granted by companies acquired by the
Company. Five executive officers (two of whom are Directors) and
approximately 97 key employees are currently participating in the
Key Personnel Plan. The Key Personnel Plan currently allows for
the issuance of options to purchase up to 945,000 shares of Common
Stock, in the aggregate, when taken together with the shares
available for issuance under the Company's 1995 Restricted Stock
Plan described below. As of December 18, 1996, Options to
purchase 373,050 shares of Common Stock have been granted, net of
cancellations, and options to purchase 301,050 shares remain
outstanding under the Key Personnel Plan at an average exercise
price of $21.7896 per share.
1995 RESTRICTED STOCK PLAN
In August 1995, the Company's Board of Directors and
shareholders adopted the 1995 Restricted Stock Plan (the
"Restricted Stock Plan") under which restricted shares of the
Common Stock are available for grant to Directors, key employees
(including officers), and consultants of the Company and its
subsidiaries as an incentive to such persons. One executive
officer, who is also a board member, two outside directors and 4
key employees are currently participating in the Restricted Stock
Plan. The Restricted Stock Plan allows for the issuance of up to
945,000 shares of Common Stock, in the aggregate, when taken
together with shares eligible for grant under the Key Personnel
Plan. At December 18, 1996, the Company has issued 181,283 shares
under the Restricted Stock Plan.
1995 NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
In August 1995, the Company's Board of Directors and
shareholders adopted the Director Plan under which nonqualified
options to purchase shares of Common Stock are available for grant
to non-employee Directors of the Company. The Director Plan, which
allows for the issuance of options to purchase up to 150,000 shares
of Common Stock, is a formula plan under which options to acquire
5,000 shares of Common Stock are to be granted to each non-employee
director of the Company upon the date of his or her initial
election to the Board of Directors. Additionally, each director
serving on the Board on the last day of the Company's fiscal year
who has served in such capacity for at least six months during
such fiscal year automatically receives options to acquire 2,000
shares of Common Stock. As of December 18, 1996 options to
purchase 47,500 shares of Common Stock had been granted and remain
outstanding under the Director Plan.
1996 EMPLOYEE STOCK PURCHASE PLAN
In August 1995, the Company's Board of Directors and
shareholders adopted the 1996 Employee Stock Purchase Plan (the
"Stock Purchase Plan"). The Stock Purchase Plan became effective
on April 1, 1996 (the "Effective Date"). The Company has reserved
a total of 300,000 shares of Common Stock for issuance under the
Stock Purchase Plan. The Stock Purchase Plan allows employees of
the Company and certain of its subsidiaries who are, as of the
first day of each Plan Year (as defined in the Stock Purchase
Plan), employed at least 20 hours a week and more than five months
in a calendar year to make an annual election to participate. An
employee becomes eligible to participate as of April 1 of a Plan
Year if he or she has worked at least 90 days by the January 1
immediately preceding such April 1 and if he or she remains
an employee continuously through such April 1. At December 18,
1996, no shares had yet been issued under the Plan.
PROFIT SHARING PLAN
The Company sponsors the Central Parking System Profit
Sharing Plan (the "Profit Sharing Plan"), a defined contribution
plan, for which substantially all of the Company's domestic
employees are eligible. The Company is the plan administrator and
appoints a Profit Sharing Committee to make determinations
regarding interpretation and application of the plan.
Contributions to the Profit Sharing Plan by the Company are at the
discretion of the Company.
<PAGE>
COMPENSATION COMMITTEE REPORT
The following Compensation Committee Report is not deemed to
be part of a document filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and is not to be deemed incorporated
by reference in any documents filed under the Securities Act or
Exchange Act, without the express consent of the persons named
below.
The Compensation Committee (the "Committee") of the Board
reviews and approves compensation levels for the Company's
management personnel, including the Named Executive Officers. The
Committee was established in August 1995, and is composed entirely
of non-employee directors. Prior to that date the Company did not
have a compensation committee and all directors, including Messrs.
Carell and Bond, both executive officers of the Company,
participated in deliberations concerning executive officer
compensation. The Compensation Committee held one meeting during
the fiscal year ended September 30, 1996.
COMPENSATION PHILOSOPHY AND POLICIES FOR EXECUTIVE OFFICERS
The Company's executive compensation program has been
designed to support the overall Company strategy and objective of
creating shareholder value by:
_ emphasizing pay for performance by making the majority
of executive compensation "at risk" by conditioning its
payment on the financial performance of the Company.
_ providing compensation opportunities that attract and
retain talented and committed executives on a long term
basis.
_ creating a mutuality of interest between executive
officers and shareholders by providing long-term
incentives through the use of stock options and
restricted stock which have value to the executives
only through stock appreciation over time.
The Committee believes that the Company's executive
compensation policy should be reviewed annually in relation to the
Company's financial performance, annual budgeted financial goals
and its position in the parking/transportation management industry.
The compensation of certain individuals is reviewed annually by the
Committee in light of its executive compensation policy for that
year. The most important determinant of executive compensation is
the financial performance of the Company. In fiscal 1996 greater
than 88% of the Named Executive Officers' cash compensation was
paid based on the Company's performance.
The Company believes it has a significantly greater percentage of the
total direct compensation for the Company's senior executives "at
risk," through annual cash incentive payments, than most U.S.
companies having similar revenues. The Company believes that the
current make up of senior management compensation is consistent
with the Company's objective of emphasizing pay for performance.
There are currently no plans to change the component of total
direct compensation that is "at risk."
The Committee believes that, in addition, to corporate
performance, it is appropriate to consider in setting and reviewing
executive compensation the level of experience and responsibilities
of each executive as well as the personal contributions a
particular individual may make to the success of the Company. Such
factors as leadership skills, analytical skills and organizational
development are deemed to be important qualitative factors to take
into account in considering levels of compensation. No relative
weight is assigned to these qualitative factors, which are applied
subjectively.
The Committee and the Board periodically discuss alternative
compensation arrangements but believe that the current programs
permit the broadest range of participation in the success of the
Company.
Currently, the Company's executive compensation program is
comprised of three principal areas: annual cash incentive
(bonus), base salary and long-term incentive opportunities through
stock options and restricted stock.
ANNUAL CASH INCENTIVES
Annual cash bonuses tied to the Company's financial
performance are the Company's primary compensation mechanism and
are designed to focus management attention on the Company's profit
performance for the current fiscal year. Annual profit goals are
specific to each executive's area of responsibility. The
employment agreements of the Named Executive Officers provide for
annual performance-based bonus payments. One hundred percent of
the annual cash bonus for each Named Executive Officer, and all
other executive officers, is tied to Company profitability.
BASE SALARY
The Company has entered into employment agreements with each
of the Named Executive Officers. These employment agreements
provide for the base salaries shown in the Summary Compensation
Table. The Company's policy is generally to pay base salaries that
are below the 50th percentile of the competitive market composite.
LONG TERM INCENTIVES
The Company's long term incentive compensation program
consists of grants of stock options and restricted stock.
Incentive stock options and non-qualified stock options are
available for grant under the Company's Key Personnel Plan. Stock
awards are available for grant under the Company's 1995 Restricted
Stock Plan. The granting of stock options and restricted stock is
designed to focus an executives' attention on managing the Company
from the perspective of a long term owner with an equity stake in
the business. These grants also help ensure that operating
decisions are based upon long term results that benefit the Company
and ultimately the shareholders. Company executives are
periodically granted stock options and restricted stock on the same
terms as those granted to other employees.
In December 1996, the Board approved the Deferred Stock Unit
Plan, described elsewhere in this Proxy Statement, as another means
of providing long term incentive to key employees.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation for Mr. Carell, the Company's Chief
Executive Officer, is determined pursuant to his employment
agreement. His employment agreement provides a base salary of
$66,476 plus bonus compensation. Mr. Carell's bonus compensation
is tied directly to the Company's financial performance. Mr. Carell
is entitled to participate in the Company's long-term incentive
compensation programs on the same terms and conditions as the
Company's other executive officers. Mr. Carell's annual salary for
the 1996 fiscal year was $66,476 and his cash bonus payment was
$974,425, inclusive of a 1995 bonus payment of $592,424 which was
accrued in 1995. Mr. Carell's bonus compensation for fiscal 1996 is
computed at the lesser of (1) $700,000; or (2) 22.5% of a base
which approximates the Company's pre-tax earnings before Mr.
Carell's bonus less $3,259,508. This base is adjusted for the
impact of any current year non-current receivables net of prior
year collection of non-current receivables. The bonus computation
is aggregated with all other key personnel bonuses and reduced
prorata by the amount aggregate bonuses exceed 35% of the Company's
parking operation pre-tax profits. Mr. Carell's employment
agreement for 1997 has been amended to limit his annual bonus
compensation to a maximum of $500,000, a portion of which may be
paid in the form of non-qualified stock options, at the Board's
discretion.
EXECUTIVE COMPENSATION TAX DEDUCTIBILITY
The Omnibus Budget Reconciliation Act of 1993 (the "Budget
Act") generally provided that, commencing in 1994, compensation
paid by publicly-held corporations to the chief executive officer
and the four most highly paid senior executive officers in excess
of $1 million per year per executive will be deductible by the
Company only if paid pursuant to qualifying performance-based
compensation plans approved by the shareholders of the Company.
Compensation as defined by the Budget Act includes, among other
things, base salary, incentive compensation and gains on stock
option transactions. The Company establishes individual
compensation based primarily upon Company performance and
competitive considerations. As a result, executive compensation
may exceed $1 million in a given year. The Company believes it has
performed the necessary steps to qualify the Company's performance-
based compensation plans for tax deductibility.
THIS REPORT IS SUBMITTED BY CECIL CONLEE, JOHN W. EAKIN, AND
WILLIAM C. O'NEIL, JR., BEING ALL OF THE MEMBERS OF THE
COMPENSATION COMMITTEE OF THE COMPANY'S BOARD DURING THE 1996
FISCAL YEAR.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of the above
named individuals, none of whom is an employee or officer of the
Company. No executive officer of the Company served during fiscal
year 1996 as a member of a Compensation Committee or as a director
of an entity of which any of the Company's Directors serves as an
executive officer.
CERTAIN TRANSACTIONS
On October 6, 1995, the Company exchanged two Nashville,
Tennessee properties for two Tulsa, Oklahoma properties owned by
The Carell Family LLC, a Tennessee limited liability company, of
which Mr. Carell is chief manager and owner of fifty percent of the
membership interests (the "LLC"). The two Nashville properties are
surface lots located in downtown Nashville with an appraised value
of $2,840,000. The Tulsa properties are two surface parking lots
that the LLC purchased from an unrelated third party immediately
prior to the exchange for approximately $2.6 million. In the
exchange, the Company sold the Nashville properties at their
appraised value and received the two Tulsa properties and
approximately $200,000 in cash from the LLC. The Company will
lease the Nashville properties from the LLC for $290,000 per year
for a 10-year term. In addition, the Company will receive 25% of
the gain in the event of a sale of these properties during the term
of the lease.
SECTION 16(a)BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors, and persons who own
more than 10% of the registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). Such
executive officers, directors and greater than 10% shareholders are
required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file. The SEC requires public
companies to disclose in their proxy statements whether persons
required to make such filings missed or made late filings. All
such filings and disclosure requirements were met within the time
allowed for all persons subject to Section 16(a).
PROPOSALS OF SHAREHOLDERS FOR 1998 ANNUAL MEETING
Shareholders intending to submit proposals for presentation
at the 1998 Annual Meeting of Shareholders of the Company and
inclusion in the Proxy Statement and form of proxy for such meeting
should forward such proposals to Henry J. Abbott, Secretary,
Central Parking Corporation, 2401 21st Avenue South, Suite 200,
Nashville, Tennessee 37212. Proposals must be in writing and must
be received by the Company prior to September 17, 1997. Proposals
should be sent to the Company by certified mail, return receipt
requested.
AUDITORS
The firm of KPMG Peat Marwick LLP has served as the
Company's independent public accountants since September 30, 1991,
and has been selected to serve in such capacity for the fiscal year
ended September 30, 1997. A representative of KPMG Peat Marwick
LLP is expected to attend the Annual Meeting to respond to
questions from shareholders and to make a statement if he so
desires.
STOCK PERFORMANCE GRAPH
The stock price performance graph depicted below is not
deemed to be part of a document filed with the SEC pursuant to the
Securities Act or the Exchange Act and is not to be deemed
incorporated by reference in any documents filed under the
Securities Act or the Exchange Act without the express consent of
the Company.
The graph below compares the total cumulative return of the
Company's Common Stock with the securities of entities comprising
the S&P 500 Index and S&P Specialized Services Index. Cumulative
return assumes $100 invested in the Company or the respective index
on October 10, 1995, with no dividend reinvestment. Since there is
no industry Peer Group, the Company utilized the S&P Specialized
Services Index. The graph presents information since the Company's
initial public offering date, October 10, 1995 to September 30,
1996.
10/10/95 9/30/96
--------- ---------
Central Parking Corporation $100 $272
S&P 500 $100 $147
S&P Specialized Services $100 $134
<PAGE>
EXHIBIT A
CENTRAL PARKING CORPORATION
DEFERRED STOCK UNIT PLAN
1. PURPOSE. The purpose of the Central Parking Corporation
(the "Company") Stock Unit Plan (the "Plan") is to provide certain
key employees with an opportunity to defer compensation to be
earned by them from the Company or any Affiliated Company and to
provide them with an incentive to acquire stock in the Company,
thereby aligning their interests with the shareholders of the
Company.
2. EFFECTIVE DATE. The Plan shall be effective as of
___________________, 199__.
3. PLAN ADMINISTRATION. The Plan shall be administered by a
committee (the "Committee") appointed by the Board of Directors of
the Company consisting of at least two or more Directors who are
not employees of the Company, each of whom is an "outside director"
for purposes of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code") and the U.S. Treasury Regulations
(the "Regulations") promulgated thereunder and a "non-employee"
director as contemplated by Rule 16b-3 ("Rule 16b-3") under Section
16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any successor provisions. The Committee shall
have full and exclusive power to interpret the Plan and to adopt
such rules, regulations and guidelines for carrying out the Plan as
it may deem necessary or proper, all of which power shall be
executed in the best interests of the Company and in keeping with
the objectives of the Plan. This power includes, but is not
limited to, selecting compensation eligible for deferral, selecting
eligible Participants, establishing all deferral terms and
conditions, and adopting modifications, amendments, forms and
procedures as may be necessary to comply with provisions of any
applicable law or regulation.
4. ELIGIBILITY. The Committee shall have the authority to
select among the management and highly compensated employees of the
Company or any Affiliated Company those employees who shall be
eligible to participate in the Plan (the "Participant" or
"Participants"). "Affiliated Company" means any entity that is
directly or indirectly controlled by the Company or any entity in
which the Company has a significant equity interest, as determined
by the Committee.
5. AUTOMATIC DEFERRAL. Ten percent (10%) of each
Participant's annual cash compensation (including base salary,
bonuses, any other incentive payments and amounts that otherwise
would have been paid in cash but for the deferral provided for in
this Plan) shall be credited to such Participant's Stock Unit
Account pursuant to the provisions of paragraph 8 hereof (the
"Automatic Deferral"). Notwithstanding the foregoing, a
Participant may, by the dates specified in paragraph 7(a) hereof,
elect to receive in cash, at such time as would normally be
payable, any portion or all of the amount that would otherwise be
his or her Automatic Deferral, and if such election is to receive
the entire amount in cash, such Participant shall not participate
in this Plan for the applicable period. To the extent the
provisions of this paragraph conflict with the provisions of the
Company's existing bonus or incentive plans, such plans are hereby
modified.
6. ELECTIVE DEFERRAL. A Participant who does not elect to
receive any portion of his or her Automatic Deferral in cash
pursuant to paragraph 5 may elect, pursuant to the provisions of
paragraph 7, to defer additional amounts of cash compensation (such
amounts, the "Elective Deferral"), provided, that no more than
fifty percent (50%) of the Participant's total cash compensation
(as described in paragraph 5) for any one year may be deferred
under the Plan (whether as Automatic or Elective Deferrals). The
amount of such Participant's Elective Deferral shall be credited to
his or her Stock Unit Account pursuant to the provisions of
paragraph 8 hereof.
7. ELECTIONS TO DEFER.
(a) For the fiscal year 1997, a Participant may make an
election on or before the date that is thirty (30) days after the
Plan is adopted by the Board of Directors to receive in cash all or
any portion of his or her Automatic Deferral for services to be
performed subsequent to such election. For each fiscal year after
fiscal year 1997, a Participant may make an election by September
30 of the preceding fiscal year to receive all or any portion of
his or her Automatic Deferral in cash.
(b) For the fiscal year 1997, a Participant who does not
elect to receive any portion of his or her Automatic Deferral in
cash pursuant to paragraph (a) above may make an election on or
before the date that is thirty (30) days after the Plan is adopted
by the Board of Directors to defer up to forty percent (40%) of his
or her cash compensation as provided in paragraph 6 for services to
be performed subsequent to such election.
(c) For each fiscal year after fiscal 1997, a Participant
who does not elect to receive any portion of his or her Automatic
Deferral in cash pursuant to paragraph (a) above may make an
election on or before September 30 of the preceding fiscal year to
defer up to forty percent (40%) of his or her cash compensation as
provided in paragraph 6.
(d) The period of deferral shall be for such number of
years as the Participant shall elect or until the occurrence of an
event specified in paragraph 10(a); provided, however, that the
period of deferral for Elective Deferrals must be at least four (4)
years. All elections shall be irrevocable. The period of time
between the first crediting to the Participant's Stock Unit Account
and the final payment hereunder shall be known as the "Deferral
Period."
8. ESTABLISHMENT OF STOCK UNIT ACCOUNT.
(a) The Company shall establish an account (a "Stock Unit
Account") for each Participant, which Stock Unit Account shall be
credited with such Participant's Automatic Deferral and Elective
Deferral. Deferred amounts shall be maintained as stock units
("Stock Unit"). Each Stock Unit shall entitle the Participant to
receive one (1) share of common stock, par value $.01, of the
Company ("Share" or "Shares") in accordance with paragraph 10(c)
below. The balance of each account shall be expressed in the
number of Stock Units credited to such account.
(b) Automatic Deferrals shall be credited to the
Participant's Stock Unit Account as of the date on which the last
cash compensation payment would have been paid to the Participant
absent the Automatic Deferral. Automatic Deferrals will be
converted to Stock Units by dividing the Automatic Deferral by the
Fair Market Value (as defined below) of a Share of the Company's
common stock as of such date.
(c) Elective Deferrals shall be credited to the
Participant's Stock Unit Account as of the date on which the last
cash compensation payment would have been paid to the Participant
absent the Elective Deferral. Elective Deferrals will be converted
to Stock Units by dividing the Elective Deferral by the Fair Market
Value of a Share as of such date, and multiplying the quotient
obtained thereby by 1.25.
(d) All conversions into Stock Units will be calculated to
two decimals.
(e) Each Participant shall be paid a cash bonus per Stock
Unit (excluding unvested Premium Units described below) equal in
amount to any cash dividends declared by the Company and payable on
Shares. Each Stock Unit Account shall be credited with Stock Units
on a per Stock Unit basis (excluding unvested Premium Units as
defined below) equal in number to stock dividends declared by the
Company on its Shares. Such amounts shall be so credited or paid
at such time as such cash or stock dividends are paid by the
Company to its shareholders.
9. PREMIUM UNITS. The Stock Units credited to the Participant's
Stock Unit Account resulting from the application of the .25
multiplier in paragraph 8(c) (the "Premium Units") are subject to a
vesting schedule over four (4) years, such that the Participant
shall vest in twenty-five percent (25%) of such Premium Units on
the annual anniversary of the crediting of such Premium Units to
the Participant's Stock Unit Account in each of the four years
following the year of their initial crediting. Upon the death or
disability (as defined by then-current Company policy) of a
Participant, or upon a Change in Control (as defined below), the
Participant shall immediately vest in any and all unvested Premium
Units. Further vesting shall cease following a change in control
or in the event a Participant's employment with the Company is
terminated for any reason other than death or disability. Shares
issued to a Participant in satisfaction of such Participant's
Premium Units shall be forfeited and returned to the Company in the
event a Participant's employment with the Company is terminated
and, within twelve (12) months thereafter he or she becomes
employed by or a director or consultant of, invests in (other than
nominal investments in publicly traded companies), or otherwise
assists, a person who competes with the Company and provides
parking services within a fifty-mile radius of any location at
which the Company provides parking services. In the event a
Participant violates such noncompete provisions and fails to
deliver the Shares representing his or her Premium Units to the
Company, the Company may, without liability to the Participant or
any third party, cancel such Shares on the stock records of the
Company.
10. PAYMENT OF DEFERRED COMPENSATION ACCOUNT.
(a) Except as otherwise provided in Section 9 and
subsections (d), (e) and (f) below, the Participant's Stock Unit
Account shall be paid or commence to be paid to the Participant, as
soon as practicable, after the earliest to occur of the following:
(i) the Participant's death;
(ii) the Participant's retirement pursuant to the
terms of the then current
retirement policy of the Company;
(iii) the Participant's termination from employment
with the Company and all
Affiliated Companies for any reason other than
death or retirement;
(iv) the commencement date selected by the Participant
at the time of the election to defer such
amount; or
(v) a Change in Control of the Company.
(b) The Participant may elect to receive payment of the
Stock Unit Account either (i) in a lump sum, or (ii) in such number
(not to exceed 10) of approximately equal semi-annual installments
as the Participant shall elect. Such election shall be made at the
time of the initial election to defer such amount, or such later
time as may be permitted by the Committee without such election
resulting, at the time it is made, in constructive receipt for
federal income tax purposes of the amount subject to the election.
In the absence of an election by the Participant, the Committee
shall determine the manner and number of payments.
(c) Amounts credited to the Participant's Stock Unit
Account shall be paid in Shares on a one (1) Stock Unit for one (1)
Share basis, except that fractional Shares shall be paid in cash.
The Company shall reserve 250,000 Shares for issuance to
Participants hereunder. Shares shall be paid from the available
Shares reserved hereunder, under the Company's 1995 Restricted
Stock Plan, 1995 Incentive and Nonqualified Stock Option Plan for
Key Personnel, or any other shareholder-approved stock plan
maintained by the Company, or open market purchases, as determined
by the Committee. In the absence of Shares available for issuance
hereunder, the Committee may unilaterally decide the form of
payment or delay the timing of payment in consideration of
Securities and Exchange Commission and other regulatory
implications.
(d) The Committee shall have the unilateral right to delay
the timing of any payment under the Plan in the event such payment
would not be tax deductible by the Company as a result of the
application of Code Section 162(m), or any successor section. In
the event of such delay in payment, payment shall be made at the
first time when such payment would be tax deductible by the
Company, but no later than three years following the Participant's
termination of employment with the Company.
(e) Anything contained in this Section to the contrary
notwithstanding, in the event a Participant, or after the
Participant's death, such Participant's beneficiary designated in
accordance with Section 13, incurs an "Unforeseeable Emergency,"
which shall be an unanticipated emergency that is caused by an
event beyond the control of the Participant or, if applicable, the
Participant's beneficiary, and that would result in severe
financial hardship to the individual if early withdrawal of the
Participant's Stock Unit Account is not permitted, the Committee,
in its sole discretion and upon written application of such
Participant or beneficiary, may direct immediate payment of all or
a portion of the then current value of such Participant's Stock
Unit Account; provided that such payment shall in no event exceed
the amount necessary to alleviate such financial hardship. The
Committee may attach conditions to such payments, including
conditions prohibiting a Participant from making further deferrals
under the Plan for certain periods.
(f) In the event a Participant's employment with the
Company and all Affiliated Companies ends by reason of a Good Cause
Event (or for a reason which becomes a Good Cause Event as defined
in subsection (h) below) which the Committee determines involves,
or may involve, a loss to the Company or an Affiliated Company,
notwithstanding any provision of this Plan to the contrary, no
payment shall be made under this Plan until the fact and the
amount, if any, of such loss have been determined to the
satisfaction of the Committee, and then payments shall be made
hereunder only to the extent that the amounts payable exceed the
amount, if any, of the loss to the Company and all Affiliated
Companies which has not been restored by the Participant from other
sources. Pending the determination by the Committee of the fact
and the amount, if any, of any such loss, the Company and all
Affiliated Companies shall have a lien upon any amounts due to the
Participant under this Plan.
(g) A "Change in Control" shall be deemed to have occurred
if:
(i) any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of
the Exchange Act), other than a trustee or other
fiduciary holding securities under an
employee benefit plan of the Company or an
Affiliated Company is or becomes the
"beneficial owner" (as defined in Rule 13d-3
under the Exchange Act or a successor rule,
except that a person shall be deemed to be the
"beneficial owner" of all shares that any
such person has the right to acquire pursuant to
any agreement or arrangement or upon
exercise of conversion rights, warrants, options
or otherwise, without regard to the sixty-
day period referred to in such rule), directly or
indirectly, of securities of the Company
representing 35% or more of the combined voting
power of the Company's then
outstanding securities;
(ii) at any time during any period of two consecutive
years, individuals who at the
beginning of such period constitute the Board and
any new director (other than a director
designated by a person who has entered into an
agreement with the Company to effect a
transaction described in clauses (i) or (iii) of
this subsection (g)) whose election by the
Board or nomination for election by the Company's
stockholders was approved by a vote
of at least two-thirds (2/3) of the directors
then still in office who either were Company
directors at the beginning of the period or whose
election or nomination for election was
previously so approved cease for any reason to
constitute a majority thereof; or
(iii) the shareholders of the Company approve a merger
or consolidation of the
Company with any other corporation, other than a
merger or consolidation which would
result in the voting securities of the Company
outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted into
voting securities of the surviving entity) at
least 80% of the combined voting power of
the voting securities of the Company or such
surviving entity outstanding immediately
after such merger or consolidation (either alone
or in combination with new or additional
voting securities held by management of the
Company and its Subsidiaries and by any
trustee or other fiduciary holding securities
under an employee benefit plan of the
Company and its Subsidiaries) or the shareholders
of the Company approve a plan of
complete liquidation of the Company or an
agreement for the sale or disposition by the
Company of all or substantially all of the
Company's assets.
(h) The term "Good Cause Event" shall mean habitual drug
use or drunkenness, embezzlement of Company funds, conduct which is
injurious to the Company, or conviction of a felony, all as
determined in good faith by the Committee.
11. PARTICIPANT REPORTS. The Committee shall periodically make
or cause to be made appropriate reports to the Participant
concerning the status of such Participant's Stock Unit Account.
12. TRANSFERABILITY OF INTEREST. The right to receive a payment
under this Plan is not assignable or transferable and shall not be
subject to any encumbrances, liens, pledges or charges of the
Participant or to claims of such Participant's creditors. Any
attempt to assign, transfer, hypothecate or attach any rights with
respect to or derived from any payment shall be null and void and
of no force and effect whatsoever.
13. DESIGNATION OF BENEFICIARIES. A Participant may
designate in writing a beneficiary or beneficiaries to receive any
distribution under the Plan which is made after the Participant's
death, provided, however, that if at the time any such distribution
is due, there is no designation of a beneficiary in force or if any
person (other than a trustee or trustees) as to whom a beneficiary
designation was in force at the time of the Participant's death
shall have died before the payment became due and the Participant
has failed to provide in such beneficiary designation for any
person or persons to take in lieu of such deceased person, the
person or persons entitled to receive such distribution (or part
thereof, as the case may be) shall be the Participant's executor or
administrator.
14. AMENDMENT, SUSPENSION AND TERMINATION. Except as otherwise
provided in Section 3, the Plan may be amended only by a majority
of the non-employee Directors as they deem necessary or appropriate
to better achieve the purpose of the Plan.
15. FAIR MARKET VALUE. Fair Market Value of a Share for all
purposes under the Plan shall mean the closing price of a Share as
reported on the New York Stock Exchange Composite Tape and
published in The Wall Street Journal or similar readily available
public source for the date in question. If no sales of Shares were
made on such date, the closing price of a Share as reported for the
next preceding day on which sales of Shares were made shall be
used.
16. ADJUSTMENTS AND REORGANIZATIONS. In the event of any stock
dividend, stock split, combination or exchange of Shares, merger,
consolidation, spin-off, recapitalization or other distribution
(other than normal cash dividends) of Company assets to
stockholders, or any other change affecting Shares or the price of
Shares, such proportionate adjustments, if any, as the Committee in
its discretion may deem appropriate to reflect such change shall be
made with respect to each Stock Unit held in Stock Unit Accounts.
The adjustment described in the preceding sentence shall be
calculated to two decimal places.
17. TAX WITHHOLDING. The Company shall deduct from any payment
made to the Participant under the Plan or otherwise, including the
delivery of Shares, a sufficient amount to cover withholding of any
federal, state or local taxes required by law, or to take such
other action as may be necessary to satisfy any such withholding
obligations. The Committee may permit Shares to be used to satisfy
required tax withholding and such Shares shall be valued at the
Fair Market Value as of the date on which payment is made from
which the withholding requirement is being satisfied.
18. UNFUNDED PLAN. During the Deferral Period, all Stock Unit
Accounts shall be considered as general assets of the Company for
use as it deems necessary or appropriate, and will be subject to
the claims of the Company's creditors.
The Plan shall be unfunded, shall not create (or be construed
to create) a trust or a separate fund or funds, and constitutes a
mere promise by the Company to make benefit payments in the future.
The Plan shall not establish any fiduciary relationship between the
Company and any Participant or other person. To the extent any
person, including a Participant, holds any rights under the Plan,
such rights shall be no greater than the rights of an unsecured
general creditor of the Company.
19. OTHER EMPLOYEE BENEFITS. Any compensation deferred and any
benefits paid under this Plan shall not be included in creditable
compensation in computing benefits under any other employee benefit
plans of the Company, except to the extent expressly provided for
thereunder.
20. NO RIGHT TO EMPLOYMENT. Nothing contained herein shall be
construed as conferring upon any Participant the right to continue
in the employ of the Company or any Affiliated Company.
21. CLAIMS FOR BENEFITS. A Participant or beneficiary may claim
any benefit to which he or she is entitled under this Plan by a
written notice to the Committee. If a claim is denied, it must be
denied within a reasonable period of time, and be contained in a
written notice stating the following:
(a) The specific reason for the denial.
(b) Specific reference to the Plan provision on which the
denial is based.
(c) Description of additional information necessary for the
claimant to present the claim, if any, and an explanation of why
such material is necessary.
(d) An explanation of the Plan's claims review procedure.
The claimant will have sixty (60) days to request a review of
the denial by the Committee, which will provide a full and fair
review. The request for review must be in writing delivered to the
Committee. The claimant may review pertinent documents, and he or
she may submit issues and comments in writing. The decision by the
Committee with respect to the review must be given within sixty
(60) days after receipt of the request, unless special
circumstances require an extension (such as for a hearing). In no
event shall the decision be delayed beyond one hundred and twenty
(120) days after receipt of the request for review. The decision
shall be written in a manner calculated to be understood by the
claimant, and it shall include specific reasons and refer to
specific Plan provisions as to its effect.
22. GOVERNING LAW. The validity, construction and effect of the
Plan and any actions taken or relating to the Plan shall be
determined in accordance with the laws of the State of Tennessee
and applicable federal law.
23. SUCCESSORS AND ASSIGNS. The Plan shall be binding on all
successors and assigns of a Participant, including, without
limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee
in bankruptcy or representative of the Participant's creditors.
24. RIGHT AS A SHAREHOLDER. A Participant shall have no voting
or other rights as a shareholder with regard to Stock Units in his
or her Stock Unit Account until such time as Shares are distributed
to the Participant.
25. FORMS. Elections, beneficiary designations, and claims
permitted under the Plan shall be submitted on forms approved and
provided by the Committee.
26. SECURITIES LAW COMPLIANCE. Notwithstanding anything else
herein to the contrary, the Company shall not be obligated to make
any distribution of Shares hereunder unless such distribution shall
comply with applicable securities laws.
CENTRAL PARKING CORPORATION
By:________________________________
Title:________________________________
<PAGE>
PROXY CENTRAL PARKING CORPORATION PROXY
Annual Meeting of Shareholders,
February 28, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Monroe J. Carell, Jr. and
Stephen A. Tisdell, or either of them, as proxies, with power of
substitution, to vote all shares of the undersigned at the Annual
Meeting of Shareholders of Central Parking Corporation, to be held
on Friday, February 28, 1997, at 11:00 a.m. Central Standard Time,
at the Company's management headquarters located at 2401 21st
Avenue South, Third Floor, Nashville, Tennessee, and at any
adjournments or postponements thereof, in accordance with the
following instructions:
(1) ELECTION OF DIRECTORS:
( ) FOR all nominees listed below (except as marked to
the contrary below)
( ) WITHHOLD AUTHORITY to vote for all nominees listed
below
(INSTRUCTION: To withhold authority to vote for any
individual nominee check the box to vote "FOR" all nominees
and strike a line through the nominee's name in the list
below.)
Monroe J. Carell, Jr., James H. Bond, Cecil Conlee,
John W. Eakin, Edward G. Nelson,
William C. O'Neil, Jr. and P.E. Sadler
(2) AMENDMENT TO AMENDED AND RESTATED CHARTER TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR
ISSUANCE:
( ) FOR ( ) AGAINST ( ) ABSTAIN
(3) ADOPTION OF DEFERRED STOCK UNIT PLAN:
( ) FOR ( ) AGAINST ( ) ABSTAIN
(4) IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
( ) FOR DISCRETION ( ) AGAINST ( ) ABSTAIN
DISCRETION
(Continued on reverse side)
<PAGE>
- -------------------------------------------------------------------
- -------------------------------------------------------------------
(Continued from other side)
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF
NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR THE NOMINEES
IN THE ELECTION OF DIRECTORS, FOR THE AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED CHARTER, FOR THE APPROVAL OF A DEFERRED STOCK
UNIT PLAN, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY.
Dated:__________________, 1997
_____________________________
Dated:__________________, 1997
______________________________
Signature(s) of shareholder(s)
should correspond exactly with
the name(s) printed hereon.
Joint owners should each sign
personally. Executors,
administrators, trustees, etc.,
should give full title and
authority.
