<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
----- ACT OF 1934.
For the fiscal year ended March 31, 1998
-----------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934.
For the transition period from to
------ ------
Commission file number: 001-13950
CENTRAL PARKING CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
CENTRAL PARKING CORPORATION
(Name of issuer of the securities held pursuant to the plan)
2401 21ST AVENUE SOUTH
SUITE 200,
NASHVILLE, TENNESSEE 37212
(Address of its principal executive office)
<PAGE> 2
CENTRAL PARKING CORPORATION EMPLOYEE STOCK PURCHASE PLAN
Index to Financial Statements and Exhibits
Independent Auditor's Report of KPMG Peat Marwick LLP
Statements of Net Assets at March 31, 1998 and 1997
Statements of Changes in Net Assets for years ended March 31, 1998 and 1997
Notes to Financial Statements
Exhibit 23 - Consent of KPMG Peat Marwick LLP
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
----------------------------
The Administrative Committee
Central Parking Corporation
Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets of Central Parking
Corporation's Employee Stock Purchase Plan as of March 31, 1998 and 1997, and
the related statements of changes in net assets for the years then ended. These
financial statements are the responsibility of the Plan's Administrative
Committee. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of Central Parking Corporation's Employee
Stock Purchase Plan as of March 31, 1998 and 1997, and the changes in net assets
for the years then ended in conformity with generally accepted accounting
principles.
KPMG PEAT MARWICK LLP
Nashville, Tennessee
May 21, 1998
3
<PAGE> 4
CENTRAL PARKING CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Statements of Net Assets
March 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Net assets (note 1(c)) $ - -
====== =====
</TABLE>
See accompanying notes to the financial statements.
4
<PAGE> 5
CENTRAL PARKING CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Statements of Changes in Net Assets
Years ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Employee contributions $925,544 560,175
Disbursements to purchase stock of Central Parking Corporation (925,544) (560,175)
-------- --------
Net increase in net assets - -
Net assets:
Beginning of the year $ - $ -
End of the year - -
======== =======
</TABLE>
See accompanying notes to the financial statements.
5
<PAGE> 6
CENTRAL PARKING CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
March 31, 1998
(1) DESCRIPTION OF THE PLAN
The following is a brief description of the Central Parking Corporation
Employee Stock Purchase Plan (the Plan). Participants should refer to
the Plan agreement for a more complete description of the Plan's
provisions.
(A) GENERAL
The Plan was adopted by the Board of Directors and
shareholders of Central Parking Corporation (the Company) for
the benefit of its employees. It became effective on April 1,
1996.
(B) ELIGIBILITY
Employees of the Company's subsidiaries are eligible to
participate in the Plan if they meet the following criteria:
a) Are a permanent employee of the Company;
b) Work 20 hours or more per week;
c) Work more than five months per year;
d) Are employed for three consecutive months by January 1
prior to the start of the Plan year; and
e) Have not withdrawn from the Plan in the past six months.
An employee may choose to withdraw from the Plan at any time.
Within sixty days of the Company receiving written notice of
withdrawal, all accumulated contributions will be returned to
the employee. That employee is then precluded from
participation in the Plan for a period of six months.
Participants that terminate employment with the Company prior
to March 31 of any Plan year are not eligible to remain in the
Plan. Accordingly, any accumulated contributions are returned
to the employee.
(C) CONTRIBUTIONS
Participants in the Plan can elect to contribute from a
minimum of $3 per weekly payroll ($6 per biweekly payroll) to
a maximum of 10% of their total annual salary. Contributions
are made through payroll deductions on an after tax basis. The
Company holds contributions until the end of the Plan year at
which point stock is purchased and distributed to all
participants.
Participants may change their contribution elections annually
at the beginning of the Plan year. Change requests must be
received during the annual enrollment period in January prior
to each Plan year.
6
<PAGE> 7
(Continued)
CENTRAL PARKING CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
(D) STOCK PURCHASE PROVISIONS
Pursuant to the Plan, on March 31 of each Plan year,
participants purchase stock from the Company at a price equal
to 85% of the lower of the closing stock price on either the
first or last day of the Plan year. At April 1, 1997 and March
31, 1998, the Company's closing stock price was $16.25 and
$47.75, respectively. Accordingly, participants purchased
stock at $13.813 per share (85% of $16.25) for the Plan year
ended March 31, 1998. At April 1, 1996 and March 31, 1997, the
Company's closing stock price was $17.583 and $16.333,
respectively. Accordingly, participants purchased stock at
$13.883 per share (85% of $16.333) for the Plan year ended
March 31, 1997. The fair market value, of the stock acquired
through the Plan by any one participant cannot exceed $25,000
in one calendar year as dictated by Internal Revenue Code
Section 423.
Shares purchased by participants are transferred into a
brokerage account in the employee's name. At March 31, 1998
and 1997, 67,007 and 40,349 shares, respectively, were
transferred to participants' brokerage accounts. At April 1,
1998, 342,644 shares remained available for issuance under the
Plan.
(E) VESTING
Participants are automatically vested in all amounts
contributed to the Plan. In the event that a participant
withdraws from the Plan, all amounts previously deducted from
the employee's pay are returned to the employee. Shares
acquired by participants can be sold at any time. However, if
a sale occurs within one year of the exercise date, the
participant must notify the Company of the sale.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF ACCOUNTING AND OPERATION OF THE PLAN
The accompanying financial statements are prepared on the
accrual basis of accounting. The Plan accumulates
contributions through payroll deductions. At the end of the
Plan year, the accumulated contributions are used to purchase
shares of the Company stock in each participant's name.
(B) INVESTMENTS
The Plan holds no investments at March 31, 1998 and 1997 or
throughout the Plan year. Contributions accumulated throughout
the Plan year are held by the Company on behalf of the Plan in
a noninterest bearing account.
(C) PLAN EXPENSES
The Company pays all of the expenses of the Plan.
7
<PAGE> 8
(Continued)
CENTRAL PARKING CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
(3) INCOME TAX STATUS
The Plan is intended to be an employee stock purchase plan as defined
in Section 423 of the Internal Revenue Code (the Code) of 1986.
Accordingly, the Plan is designed to be exempt from income taxes.
Management believes that the Plan has been operated in accordance with
the Code and is therefore exempt from income taxes.
8
<PAGE> 9
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date June 26, 1998 Central Parking Corporation
Employee Stock Purchase Plan
(name of plan)
By: /s/ Monroe J. Carell, Jr.
-----------------------------
Monroe J. Carell, Jr., Trustee
By: /s/ Stephen A. Tisdell
-----------------------------
Stephen A. Tisdell, Trustee
9
<PAGE> 1
INDEPENDENT ACCOUNTANT'S CONSENT
The Board of Directors
Central Parking Corporation:
We consent to the incorporation by reference in the registration statement (No.
33-98118) on Form S-8 of Central Parking Corporation of our report dated May
21, 1998, with respect to the statements of net assets of Central Parking
Corporation's Employee Stock Purchase Plan as of March 31, 1998, and 1997, and
the related statements of changes in net assets for the years then ended, which
report appears in the March 31, 1998 Form 11-K of Central Parking Corporation's
Employee Stock Purchase Plan.
(signed) KPMG Peat Marwick LLP
Nashville, Tennessee
June 25, 1998
