<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CENTRAL PARKING CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
154785 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act.
(Continued on following pages)
Page 1 of 5 Pages
<PAGE> 2
CUSIP NO. 154785 10 9 SCHEDULE 13G/A
(cover page continued)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monore J. Carell, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES 5. SOLE VOTING POWER
11,188,523
BENEFICIALLY 6. SHARED VOTING POWER
None
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
11,175,282
REPORTING PERSON 8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,188,523*
*Includes (i) 13,241 shares held in Central Parking Corporation's (the
"Company's ") Deferred Stock Unit Plan, which Plan contains a power of
attorney pursuant to which Mr. Carell votes such shares, (ii) options to
purchase 9,413 shares granted pursuant to the Company's 1995 Incentive
and Nonqualified Stock Option Plan for Key Personnel, (iii) 1,850,899
aggregate shares held by The Monroe J. Carell 1995 Grantor Retained
Annuity Trust and The Monroe J. Carell, Jr. 1994 Grantor Retained Annuity
Trust, with respect to which Mr. Carell is trustee and is entitled to an
annuity until September 1999 with the remainder passing to his children,
and (iv) 199,999 shares held by the Monroe Carell, Jr. Foundation, a
charitable private foundation of which Mr. Carell is president and a
director.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
Excludes 7,467,572 shares held by The Carell Children's Trust, a trust
created by Mr. Carell in 1987 for the benefit of his children, which
shares are reported on a separate Schedule 13G/A filed by such trust, the
trustee of which is Equitable Trust Company.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
41.10%
12. TYPE OF REPORTING PERSON
IN
Page 2 of 5 Pages
<PAGE> 3
SCHEDULE 13G/A
ITEM 1(A). NAME OF ISSUER: CENTRAL PARKING CORPORATION
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2401 21st Avenue South, Suite 200, Nashville, Tennessee 37212
ITEM 2(A). NAME OF PERSON FILING: Monroe J. Carell, Jr.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
2401 21st Avenue South, Suite 200, Nashville, Tennessee 37212
ITEM 2(C). CITIZENSHIP: United States Citizen
ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, Par Value $.01 per
share
ITEM 2(E). CUSIP NUMBER: 154785 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS:
(A) [ ] BROKER OR DEALER REGISTERED UNDER THE ACT
(B) [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT
(C) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF
THE ACT
(D) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT
(E) [ ] INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF
THE INVESTMENT ADVISERS ACT OF 1940
(F) [ ] EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT
TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE SEC.
240.13D-1(B)(1)(II)(F)
(G) [ ] PARENT HOLDING COMPANY, IN ACCORDANCE WITH SEC.
240.13D-1(B)(II)(G); SEE ITEM 7
(H) [ ] GROUP, IN ACCORDANCE WITH SEC. 240.13D-1(B)(1)(II)(H)
ITEM 4. OWNERSHIP:
(A) AMOUNT BENEFICIALLY OWNED: 11,188,523
(B) PERCENT OF CLASS: 41.10%
Page 3 of 5 Pages
<PAGE> 4
SCHEDULE 13G/A
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
11,188,523
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
None
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
11,175,282
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
None
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES, CHECK THE FOLLOWING [ ].
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Page 4 of 5 Pages
<PAGE> 5
SCHEDULE 13G/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ MONROE J. CARELL, JR.
--------------------------------
Monroe J. Carell, Jr.
Date: February __, 1998
Page 5 of 5 Pages
