SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 1997
Exact name of registrant
as specified in its charter: CENTRAL PARKING CORPORATION
State or other jurisdiction of incorporation: Tennessee
Commission File Number: 001-13950
Employer Identification Number: 62-1052916
Address of principal executive offices: 2401 21st Avenue South
Suite 200
Nashville, Tennessee 37212
Registrant's telephone number, including area code: (615) 297-4255
Former name or former address, if changed since last report: Not applicable
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Item 2. Acquisition or Disposition of Assets.
Central Parking Corporation (the "Registrant") reports
the following acquisition:
Pursuant to an Agreement and Plan of Merger dated December 6,
1996, the Registrant commenced a tender offer (the "Tender Offer")
through an indirect wholly-owned New York subsidiary (the
"Subsidiary") for all outstanding shares of common stock of Square
Industries, Inc., a New York corporation engaged principally in the
operation and management of parking lots and garages and traded on
the Nasdaq Stock Market ("Square"). Upon the close of the Tender
Offer on January 17, 1997, the Subsidiary acquired approximately
97.4% of the outstanding Square common stock.
The Tender Offer consideration comprised $28.50 per share of
Square common stock net in cash, without interest thereon, plus an
additional $2.50 per share deposited by the Registrant in escrow as
contingent consideration for distribution, in whole or part, either
to the sellers or to the Registrant 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.
The funding of the Tender Offer occurred on January 21, 1997.
In the aggregate, for the tendered shares of Square common stock,
the Registrant paid $48,290,062 in cash and deposited an additional
$4,390,640 in escrow. The Registrant funded substantially all of
the cash portion of the consideration and the escrowed amounts by
drawing on its credit facility with SunTrust Bank, Nashville, N.A.
A Tender Offer Statement on Schedule 14D-1 was filed by the
Registrant with respect to the Tender Offer on December 13, 1996,
amended on January 6, 1997, and finally amended on January 21, 1997.
On January 24, 1997, the Registrant caused the Subsidiary to
merge with and into Square, whereby Square continued as the
surviving corporation and became an indirect wholly-owned
subsidiary of the Registrant.
As of November 30, 1996, Square operated or managed 117
parking locations and conducted parking operations in New York, New
Jersey, Pennsylvania, Maryland, Massachusetts, Delaware, Indiana,
Georgia and Ontario, Canada, with more than 60% of the facilities
being operated through ownership or lease, and the balance being
operated under management agreements. The Registrant intends to
continue the parking operations of Square.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of the business acquired. It is
impracticable at this time to provide the required financial
statements of the acquired business described in Item 2. This
information will be provided within 60 days by an amendment to this
report.
(b) Pro forma financial information. It is impracticable
at this time to provide the required pro forma financial information
of the acquired business described in Item 2. This information
will be provided within 60 days by an amendment to this report.
(c) Exhibits. The exhibit filed as a part of this report is
listed in the Exhibit Index immediately following the signature
page.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CENTRAL PARKING CORPORATION
By:/s/ Stephen A. Tisdell
Stephen A. Tisdell
Chief Financial Officer
Date: January 31, 1997
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Exhibit Index
Exhibit No.
2 Agreement and Plan of Merger dated as of
December 6, 1996, among Central Parking
Corporation, Central Parking System --
Empire State, Inc. and Square Industries,
Inc. (incorporated by reference to
Exhibit (c)(1) to the Tender Offer
Statement on Schedule 14D-1 filed by
Central Parking Corporation on December
13, 1996, relating to Square Industries, Inc.)
