<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Central Parking Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction 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> 2
[CENTRAL PARKING CORPORATION LOGO]
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 Annual Meeting of Shareholders of Central Parking Corporation.
As shown in the formal notice enclosed, the meeting will be held on Friday,
March 5, 1999 at 11:00 a.m. (Central Standard Time) at our corporate
headquarters in Nashville, Tennessee. The purpose of this year's meeting is to
elect directors, 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, 1998, 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 are
represented and that your shares are 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.
Sincerely,
/s/ MONROE J. CARELL, JR.
Monroe J. Carell, Jr.
Chairman of the Board
and Chief Executive Officer
January 29, 1999
<PAGE> 3
CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Central
Parking Corporation, a Tennessee corporation (the "Company"), will be held at
the Company's headquarters, 2401 21st Avenue South, Third Floor, Nashville,
Tennessee, on Friday, March 5, 1999, at 11:00 a.m. (Central Standard Time) (the
"Annual Meeting") for the following purposes:
1. To elect eight directors for the term ending at the Annual Meeting of
Shareholders to be held in 2000;
2. 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 12, 1999
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 29, 1999
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN,
DATE AND RETURN YOUR PROXY.
<PAGE> 4
CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 1999
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 ("Central Parking" or the "Company"), for
use at the 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, March 5, 1999, 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 29, 1999, 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 12, 1999. 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 headquarters
or by the shareholder personally attending and voting his or her shares at the
meeting.
The Board has fixed the close of business on January 12, 1999, as the
record date for the meeting. Only shareholders of record at the close of
business on January 12, 1999, are entitled to notice of and to vote at the
Annual Meeting. At the close of business on such date, there were 29,579,628
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 is required for the election of directors 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. 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) will not be counted in
determining whether a quorum is present, and will have no effect on the outcome
of any votes.
The Annual Report to Shareholders of the Company for the fiscal year ended
September 30, 1998, including audited consolidated 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 12, 1999.
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 12, 1999. ADDITIONAL COPIES OF THE ANNUAL REPORT AND THE
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998, AS
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 RANDY
HUNLEY, INVESTOR RELATIONS DEPARTMENT, 2401 21ST AVENUE SOUTH, SUITE 200,
NASHVILLE, TENNESSEE 37212; (615) 297-4255.
3
<PAGE> 5
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 THE NOMINEES NAMED HEREIN WHO ARE
STANDING FOR ELECTION AS DIRECTORS. 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.
4
<PAGE> 6
PROPOSAL I.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
------------ -------- --------------------------------------------------
<S> <C> <C>
Monroe J. Carell, Jr., 67................. 1979 Chief Executive Officer and Chairman of the Board
of Directors of the Company for over 19 years. Mr.
Carell has served as a trustee of Vanderbilt
University 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 Corrections Corporation of America
Real Estate Investment Trust.
James H. Bond, 56......................... 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. Mr. Bond is also a member of the
Urban Land Institute and serves on the Board of
Trust for the Tennessee Repertory Theater.
Cecil Conlee, 62.......................... 1996 Mr. Conlee has served as Chairman and Chief Execu-
tive Officer of CGR Advisors, which provides
real estate investment advice and portfolio
management services, since January 1990. Mr.
Conlee serves on the Board of Directors of
Oxford Industries, Inc. and Cornerstone
Properties Inc. Mr. Conlee serves as a trustee
of the International Council of Shopping Centers
and Vanderbilt University. Mr. Conlee is a
member and past trustee of the Urban Land Insti-
tute, a director of Central Atlanta Progress and
The Southern Center for International Studies.
Lowell Harwood(1), 69..................... 1997 Mr. Harwood was appointed to the Board of
Directors of the Company in June 1997. Mr. Harwood
served as Chairman of the Board and Chief
Executive Officer of Square Industries, Inc., a
parking services company, from 1968 until its
acquisition by the Company in January 1997. Mr.
Harwood is a past President of the Metropolitan
Parking Association of New York and a former
Treasurer of the National Parking Association.
Mr. Harwood also serves as a Trustee of Kean
University and is a member of the Foundation
Board of Trustees of Christ Hospital.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
------------ -------- --------------------------------------------------
<S> <C> <C>
Lewis Katz(2), 57......................... 1998 Mr. Katz was appointed to the Board of Directors
of the Company in May 1998. Mr. Katz is principal
owner of the New Jersey Nets, a National
Basketball Association franchise. He served as
the Chief Executive Officer of Kinney System
Holding Corp., a parking services company, from
November 1990 until the Company acquired Kinney
in February 1998. Mr. Katz serves as a director
of Orleans Homebuilders, Inc. (formerly FPA
corporation), a residential real estate
development company.
Edward G. Nelson, 67...................... 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 Advocat Inc., a long-term care
facility owner and operator; ClinTrials 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., 64................ 1993 Mr. O'Neil served as Chairman of the Board, Presi-
dent, and Chief Executive Officer of ClinTrials
Research Inc., a clinical research organization,
from October 1989 to January 1998. Mr. O'Neil
currently serves as Chairman of the Board of
ATRIX Laboratories, Inc., a drug delivery
company, and is a private investor. He is a
director of ClinTrials Research Inc.; Advocat
Inc., Sigma Aldrich Corporation and American
HealthCorp., Inc.
Julia Carell Stadler, 39.................. Nominee Mrs. Stadler was employed by the Company from 1981
to 1986. Her responsibilities with the Company
included risk management, facilities management,
meeting planning and a variety of special
projects. Mrs. Stadler also has been involved in
a number of fundraising activities for
Cheekwood-Tennessee Botanical Gardens and Museum
of Art, Inc. and other charities in Nashville.
Mrs. Stadler is the daughter of Monroe J.
Carell, Jr., Chairman and Chief Executive
Officer of the Company.
</TABLE>
- ------------------
(1) Mr. Harwood was appointed to the Board of Directors pursuant to the terms of
an agreement entered into in connection with the Company's acquisition of
Square Industries, Inc. in January 1997. Under this agreement, the Company
agreed to use its best efforts to appoint Mr. Harwood to the Board.
(2) Mr. Katz was appointed to the Board of Directors pursuant to the terms of an
agreement entered into in connection with the Company's acquisition of
Kinney System Holding Corp. in February 1998. Under this agreement, the
Company agreed to use its best efforts to cause the Board to recommend Mr.
Katz, or in the event of the disability or death of Mr. Katz, a designee,
for election to the Board, for a period of three years after the date of the
acquisition.
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 OR HER ELECTION.
6
<PAGE> 8
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
YEAR OF POSITIONS WITH THE COMPANY AND BUSINESS
NAME & AGE EMPLOYMENT EXPERIENCE FOR THE LAST FIVE YEARS
---------- ---------- ---------------------------------------
<S> <C> <C>
Monroe J. Carell, Jr., 67... 1967 Chief Executive Officer and Chairman of the Board since
1979.
James H. Bond, 56........... 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, 47......... 1974 Executive Vice President since August 1998, and has
served in various positions with the Company, including
general and regional manager and Senior Vice
President, since 1974.
Stephen A. Tisdell, 47...... 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).
Bijan Eghtedari, 38......... 1988 Senior Vice President since November 1998, and has
served in various positions with the Company, including
general and regional manager, since 1988.
Alan J. Kahn, 38............ 1982 Senior Vice President-European Operations since April
1996, and has served in various other positions with the
Company, including general and regional manager, since
1982.
Benjamin F. Parrish,
Jr., 42.................... 1998 Senior Vice President and General Counsel since August
1998. From 1993 to 1998, Mr. Parrish served as Senior
Vice President and General Counsel of Smith & Nephew,
Inc., a medical products company.
William R. Porter, 44....... 1996 Senior Vice President-Acquisitions since November 1996.
From 1991 to 1996, Executive Vice President-Marketing,
Ace Parking, a parking management company.
Gregory A. Susick, 39....... 1989 Senior Vice President since 1996, and has served in
various positions with the Company, including general
and regional manager, since 1989.
Jeff L. Wolfe, 39........... 1987 Senior Vice President since May 1994, and has served in
various positions with the Company, including general
and regional manager, since 1987.
Benjamin D. Wolfley, 38..... 1998 Vice President-Controller since February 1998. From 1993
to 1998, Mr. Wolfley served as Chief Financial Officer,
Vice President-Finance and Controller of Kyzen
Corporation, a specialty chemical manufacturer. Mr.
Wolfley served as Chief Financial Officer-Controller
of Cannon Industries, Inc., an industrial development
and venture capital firm, from 1990 to 1993.
</TABLE>
7
<PAGE> 9
OWNERSHIP BY MANAGEMENT AND CERTAIN SHAREHOLDERS
The table below sets forth certain information regarding the beneficial
ownership of the Common Stock as of December 31, 1998, of (i) each person known
to the Company to beneficially own 5% or more of the Common Stock, (ii) each
director, nominee and executive officer, and (iii) all directors, nominees and
executive officers of the Company as a group. On that date, 29,579,628 shares
were outstanding. Unless otherwise indicated, the persons listed below have sole
voting and investment power over the shares of the Common Stock indicated.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
BENEFICIAL OWNER OWNERSHIP(1) PERCENT(1)
---------------- ------------ ----------
<S> <C> <C>
Monroe J. Carell, Jr........................................ 10,844,454(2) 36.6%
2401 21st Avenue South, Suite 200, Nashville, Tennessee
37212
The Carell Children's Trust(3).............................. 7,149,104 24.2%
800 Nashville City Center, 511 Union, Nashville, Tennessee
37219
Monroe Carell, Jr. 1994 Grantor Retained Annuity Trust(4)... 1,676,594 5.7%
2401 21st Avenue South, Suite 200, Nashville, Tennessee
37212
James H. Bond............................................... 338,982(5) 1.1%
Cecil Conlee................................................ 25,426(6) *
John W. Eakin............................................... 29,030(7) *
Edward G. Nelson............................................ 33,605(8) *
William C. O'Neil, Jr....................................... 34,655(9) *
P. E. Sadler................................................ 31,727(10) *
Lowell Harwood.............................................. 28,186(11) *
Emanuel J. Eads............................................. 41,468(12) *
Alan J. Kahn................................................ 32,648(13) *
Jeff L. Wolfe............................................... 39,705(14) *
Lewis Katz.................................................. 672,859(15) 2.3
Julia Carell Stadler........................................ 107,788(16) *
Directors and officers as a group (19 persons).............. 12,345,497(17) 41%
</TABLE>
- ---------------
* Indicates less than 1%.
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares as of the date set forth above that
such person or group has the right to acquire within 60 days after such
date, or with respect to which such person otherwise has or shares voting
or investment power. For purposes of computing beneficial ownership and the
percentages of outstanding shares held by each person or group of persons
on a given date, 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 for such person, but are not deemed to be
outstanding for the purpose of computing the percentage of any other
person.
(2) Includes 37,302 shares held in the Company's Deferred Stock Unit Plan,
which contains a power of attorney pursuant to which Mr. Carell votes such
shares, options to purchase 15,560 shares of Common Stock granted pursuant
to the Key Personnel Plan, and 1,803,576 shares held by two trusts with
respect to which Mr. Carell is trustee and is entitled to an annuity and
149,999 shares held by the Monroe Carell, Jr. foundation. Excludes
7,149,104 shares held by The Carell Children's Trust and 93,030 shares held
by trusts benefiting Mr. Carell's grandchildren, with respect to which Mr.
Carell disclaims beneficial ownership. See footnotes 3 and 4.
8
<PAGE> 10
(3) The Carell Children's Trust is a trust created by Mr. Carell in 1987 for
the benefit of his children. The trustee is Equitable Trust Company.
(4) The Monroe Carell, Jr. 1994 Grantor Retained Annuity Trust is a trust
created in 1994 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.
(5) Includes 267,750 shares of restricted stock granted under the Company's
1995 Restricted Stock Plan in connection with Mr. Bond's Performance
Agreement, 2,250 shares held by his spouse, 1,125 shares held by the Emily
Bond Trust of which Mrs. Bond is trustee, 733 shares held by his daughter
and options to purchase 27,000 shares of common stock granted pursuant to
the Company's Key Personnel Plan.
(6) Includes 718 shares of restricted stock and options to purchase 20,250
shares of Common Stock.
(7) Includes 118 shares of restricted stock and options to purchase 20,250
shares of Common Stock.
(8) Includes 4,500 shares held by Mr. Nelson's spouse, of which Mr. Nelson
disclaims beneficial ownership, 118 shares of restricted stock and options
to purchase 20,250 shares of Common Stock.
(9) Includes 118 shares of restricted stock and options to purchase 20,250
shares of Common Stock.
(10) Includes 582 shares of restricted stock, options to purchase 20,250 shares
of Common Stock and 2,200 shares held by his spouse.
(11) Includes 1,177 shares of restricted stock and options to purchase 11,250
shares of Common Stock.
(12) Includes options to purchase 20,249 shares of Common Stock.
(13) Includes options to purchase 15,749 shares of Common Stock.
(14) Includes options to purchase 20,249 shares of Common Stock, 2,250 shares
held by Mr. Wolfe's spouse, and 1,125 shares held by the Patricia Wolfe
Children's Trust of which Mr. Wolfe is trustee, and for which Mr. Wolfe
disclaims beneficial ownership.
(15) Includes 667,779 shares of Common Stock owned by a partnership of which Mr.
Katz is a general partner, options to purchase 5,000 shares of the
Company's Common Stock and 43 shares of restricted stock.
(16) Includes 81,630 shares held by the 1996 Carell Grandchildren's Trusts with
respect to which Mrs. Stadler is a co-trustee and 20,000 shares held by the
Julia Carell Stadler Foundation with respect to which Mrs. Stadler serves
on the Board of Trustees. This amount excludes 7,149,104 shares held by The
Carell Children's Trust with respect to which Mrs. Stadler is a
beneficiary. See footnote (3).
(17) Includes options to purchase 276,804 shares of the Company's Common Stock,
271,219 shares of restricted stock, and 37,302 shares held in the Company's
Deferred Stock Unit Plan.
9
<PAGE> 11
EXECUTIVE COMPENSATION
The following table summarizes information concerning cash and non-cash
compensation paid to or accrued for the benefit of Central Parking's Chief
Executive Officer and the persons who, during fiscal 1998, were the four other
most highly compensated executive officers of Central Parking (the "Named
Executive Officers") for all services rendered in all capacities to Central
Parking for the fiscal years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------------------
------------------------------------------- SECURITIES
OTHER RESTRICTED UNDERLYING ALL OTHER
NAME AND ANNUAL COMPEN- STOCK OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(1) SATION($)(2) AWARD(S)($) SARS (#)(3) SATION($)
------------------ ---- ------------ ----------- -------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Monroe J. Carell, Jr. 1998 66,476 500,000 -- -- 6,147 7,105(4)
Chairman and Chief 1997 66,476 500,000 -- -- 9,413 7,105(4)
Executive Officer 1996 66,476 700,000 -- -- -- 9,926(5)
James H. Bond 1998 52,300 800,000 -- -- 9,000 5,690(6)
President and Chief 1997 52,300 800,000 -- -- 9,000 5,690(6)
Operating Officer 1996 52,300 800,000 -- $2,618,000(7) 18,000 4,582(8)
Emanuel J. Eads, 1998 45,000 600,000 16,125 -- 6,750 5,679(9)
Executive Vice 1997 45,000 600,000 16,125 -- 6,750 5,679(9)
President 1996 45,000 588,172 -- -- 13,500 4,573(9)
Alan J. Kahn 1998 248,010 421,467 -- -- 6,750 5,649(10)
Senior Vice President 1997 228,676 277,010 -- -- 6,750 5,649(10)
1996 106,122 179,188 -- -- 9,000 4,549(10)
Jeff L. Wolfe, 1998 75,000 365,000 11,000 -- 6,750 5,630(11)
Senior Vice President 1997 75,000 268,176 8,580 -- 6,750 5,630(11)
1996 75,000 242,715 -- 13,500 4,534(11)
</TABLE>
- ---------------
(1) Includes amounts deferred under the Company's Deferred Stock Unit Plan.
(2) These amounts represent the dollar value of premium shares awarded under
the Company's Deferred Stock Unit Plan.
(3) These amounts represent the number of shares subject to options granted in
fiscal 1998, 1997 and 1996, respectively, under the Company's 1995
Incentive and Nonqualified Stock Option Plan for Key Personnel. No stock
appreciation rights have been granted under this plan.
(4) Includes $5,705 allocated to Mr. Carell under the Company's Profit Sharing
Plan and $1,400 in insurance premiums.
(5) Includes $2,532 for expenses reimbursed to Mr. Carell, $4,594 allocated to
Mr. Carell under the Company's Profit Sharing Plan and $2,800 in insurance
premiums.
(6) Allocated to Mr. Bond under the Company's Profit Sharing Plan.
(7) Mr. Bond and Central Parking are parties to a Performance Unit Agreement
pursuant to which Central Parking issued Mr. Bond 267,750 shares of Common
Stock under Central Parking'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 Central Parking's
performance over such period. The shares were granted in lieu of the
Company's obligations to Mr. Bond under a previous agreement. If Mr. Bond
voluntarily terminates his employment with Central Parking before his
normal retirement, or if Central Parking terminates his employment for
cause, all shares of Common Stock to be received under the Restricted Stock
Plan are forfeited. The value of the restricted shares was $13,487,906 on
September 30, 1998.
(8) Allocated to Mr. Bond under the Company's Profit Sharing Plan.
(9) Allocated to Mr. Eads under the Company's Profit Sharing Plan.
(10) Allocated to Mr. Kahn under the Company's Profit Sharing Plan.
(11) Allocated to Mr. Wolfe under the Company's Profit Sharing Plan.
10
<PAGE> 12
OPTION GRANTS
The following table reflects certain information with respect to options to
acquire shares of Central Parking's Common Stock granted under Central Parking's
Key Personnel Plan to the Named Executive Officers during the fiscal year ended
September 30, 1998.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------------ ------------ ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Monroe J. Carell, Jr................. 6,147 1.6 32.54 10/1/07 125,775 318,785
James H. Bond........................ 9,000 2.4 32.54 10/1/07 184,149 466,734
Emanuel J. Eads...................... 6,750 1.8 32.54 10/1/07 138,112 350,057
Alan J. Kahn......................... 6,750 1.8 32.54 10/1/07 138,112 350,057
Jeff L. Wolfe........................ 6,750 1.8 32.54 10/1/07 138,112 350,057
</TABLE>
- ---------------
(1) 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 Central Parking Common
Stock.
OPTION EXERCISES AND VALUES
The table below provides information as to exercises of options by the
Named Executive Officers during the 1998 Fiscal Year under the Option Plans and
the year-end value of unexercised options. Central Parking has granted no stock
appreciation rights.
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
AND PERIOD-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS/SARS AT
ACQUIRED VALUE OPTIONS/SARS AT FISCAL YEAR-
NAME ON EXERCISE(#) REALIZED($) FISCAL YEAR-END(#) END($)(1)
---- -------------- ----------- ---------------------- ---------------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
---------------------- ---------------------
<S> <C> <C> <C> <C>
Monroe J. Carell, Jr............. -- -- 9,413/6,147 274,153/109,632
James H. Bond.................... -- -- 22,500/13,500 893,812/291,577
Emanuel J. Eads.................. -- -- 16,875/10,125 670,359/218,683
Alan J. Kahn..................... -- -- 12,375/10,125 479,672/218,683
Jeff L. Wolfe.................... -- -- 16,875/10,125 670,359/218,683
</TABLE>
- ---------------
(1) This amount represents the aggregate number of options multiplied by the
difference between $50.375, the fair market value of Central Parking Common
Stock at September 30, 1998 and the exercise price for each option.
11
<PAGE> 13
EMPLOYMENT AGREEMENTS
Central Parking has entered into employment agreements with each of its
executive officers, including Messrs. Carell, Bond, Eads, Kahn and Wolfe. The
employment agreements provide for base salaries of $66,476 for Mr. Carell,
$52,300 for Mr. Bond, $45,000 for Mr. Eads, L150,000 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 fifty percent
(50%) of his budgeted bonus prior to the fiscal year end. The employment
agreements generally are for a term of one year and 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 Central Parking for a period of one
year within 50 miles of any county or independent city in which the employee
rendered services to or for Central Parking. Effective fiscal year 1997, Mr.
Carell's employment agreement limits his bonus compensation to a maximum of
$500,000. Mr. Bond's employment agreement limits his bonus compensation to a
maximum of $800,000. Effective fiscal year 1997, Mr. Eads' employment agreement
limits his bonus compensation to a maximum of $600,000. Central Parking has
entered into an agreement with Mr. Bond providing for a severance payment to Mr.
Bond in cash or stock, at Central Parking's election, in an amount equal to
three weeks of Mr. Bond's total compensation for each year of employment with
Central Parking, upon the termination of Mr. Bond's employment with Central
Parking for any reason other than fraud or intentional malfeasance. At September
30, 1998, such severance payment would equal approximately $1,300,000.
Mr. Carell and Central Parking 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.
DIRECTOR COMPENSATION
Non-employee directors of Central Parking receive a fee of $5,000 and
$1,000 worth of restricted stock for each regular board meeting attended and
$1,000 for all other special meetings attended. Under the 1995 Nonqualified
Stock Option Plan for Directors, an option to acquire 11,250 shares is granted
to each director upon his initial election to the Board and an option to
purchase 4,500 shares of Common Stock is awarded to each director serving on the
Board on the last day of Central Parking's fiscal year who has served in such
capacity for at least six months during the fiscal year. In lieu of cash
compensation, directors may elect to receive shares of restricted stock under
the 1995 Restricted Stock Plan. Directors who are employees of Central Parking
or its affiliates do not receive additional compensation for services as a
director of Central Parking. All directors are reimbursed for actual expenses
incurred in connection with attending meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
During Central Parking's fiscal year ended September 30, 1998 ("fiscal
1998"), the Board held five meetings. The Board has an Audit Committee and a
Compensation Committee, each of which was formed in August 1995. The Board does
not have a standing Nominating Committee. During fiscal 1998, the Audit
Committee held one meeting and the Compensation Committee held one meeting.
During fiscal 1998, all of the current directors of Central Parking attended at
least 75% of the aggregate number of meetings of the Board and the respective
committees of the Board on which they served.
The Compensation Committee, which is comprised of Messrs. Conlee, Eakin,
Katz and O'Neil, is responsible for reviewing and recommending the appropriate
compensation and benefits of officers of Central Parking, considering and making
grants and awards under and administering Central Parking's 1995 Incentive and
Nonqualified Stock Option Plan for Key Personnel and overseeing Central
Parking's various other compensation and benefit plans.
The Audit Committee, which is comprised of Messrs. Harwood, Nelson, and
Sadler, is responsible for overseeing the auditing procedures and financial
reporting of Central Parking, reviewing the general scope of
12
<PAGE> 14
Central Parking's annual audit and the fees charged by Central Parking's
independent certified public accountants, determining the duties and
responsibilities of the internal auditors, receiving, reviewing and accepting
the reports of Central Parking's independent certified public accountants,
reviewing and approving related-party transactions and overseeing Central
Parking's systems of internal accounting and management controls.
COMPENSATION PURSUANT TO PLANS
1995 Incentive and Nonqualified Stock Option Plan for Key Personnel
Under the 1995 Incentive and Nonqualified Stock Option Plan for Key
Personnel (the "Key Personnel Plan"), options to purchase an aggregate of
2,317,500 shares of Common Stock are authorized for grant to directors,
officers, and other key employees, consultants and advisors of Central Parking
and its subsidiaries. The Key Personnel Plan is administered by the Board of
Directors. Options generally vest ratably over a four-year period after the date
of grant and expire on the tenth anniversary of their grant. The vesting of
certain options may be accelerated if the Company achieves 102% of targeted
earnings per share. The plan provides that the exercise price of an option must
not be less than the fair market value of the Common Stock on the trading day
next preceding the date of grant. As of September 30, 1998, all eleven executive
officers (two of whom are directors) and approximately 133 key employees held
options to purchase a total of 678,403 shares under the Key Personnel Plan.
1995 Restricted Stock Plan
In August 1995, Central Parking's Board of Directors and shareholders
adopted the 1995 Restricted Stock Plan (the "Restricted Stock Plan") under which
restricted shares of Common Stock are available for grant to directors, officers
and other key employees and consultants of Central Parking and its subsidiaries.
As of September 30, 1998, two executive officers (one of whom is also a board
member), seven non-employee directors and three key employees held a total of
276,863 shares under the Restricted Stock Plan. The Restricted Stock Plan allows
for the issuance of up to 2,317,500 shares of Common Stock, in the aggregate,
when taken together with shares eligible for grant under the Key Personnel Plan.
A non-employee director receives a restricted stock award of $1,000 worth of
restricted stock for attendance at each Board Meeting.
1995 Nonqualified Stock Option Plan for Directors
In August 1995, Central Parking's Board of Directors and shareholders
adopted the 1995 Nonqualified Stock Option Plan for Directors under which
nonqualified options to purchase an aggregate of 225,000 shares of Common Stock
are authorized for grant to non-employee directors of Central Parking. Under the
plan, options to acquire 11,250 shares of Common Stock are granted to each
non-employee director upon the date of his or her initial election to the Board
of Directors. Additionally, each non-employee director serving on the Board on
the last day of Central Parking's fiscal year who has served in such capacity
for at least six months during the fiscal year automatically receives options to
acquire 4,500 shares of Common Stock. As of September 30, 1998, options to
purchase an aggregate of 135,500 shares of Common Stock had been granted under
this plan.
1996 Employee Stock Purchase Plan
The Company maintains an employee stock purchase plan that qualifies under
Section 423 of the Internal Revenue Code and permits substantially all of
Central Parking's domestic employees (including executive officers) to purchase
shares of the Company's Common Stock. The plan authorizes the issuance of up to
450,000 shares of Common Stock. As of September 30, 1998, 107,432 shares had
been issued under this plan. Participating employees may purchase Common Stock
at a purchase price equal to 85% of the lower of the fair market value of the
Common Stock at the beginning or the end of the participation period.
Participation periods are annual and begin on April 1 of each year. Employees
may designate up to 10% of their annual salary (up to a maximum of $25,000) for
the purchase of Common Stock under the plan.
13
<PAGE> 15
Profit Sharing Plan
The Central Parking System Profit Sharing Plan is a defined contribution
plan for which substantially all of Central Parking's domestic employees are
eligible. The Company determines the amount of profit sharing contributions, if
any, it will contribute to the plan each year. Profit sharing contributions are
allocated among participants based on years of service and total compensation
(up to $150,000). Profit sharing contributions generally vest over a seven-year
period.
Effective January 1, 1999, the plan was amended to include provisions that
comply with Section 401(k) of the Internal Revenue Code and the name of the plan
was changed to the Central Parking System Profit Sharing and 401(k) Savings
Plan. Under the 401(k) provisions of the plan, the Company matches 100% of each
participant's pre-tax contributions up to 3% of compensation and matches 50% of
the next 2% of compensation. If a participant's pay is less than $20,000 in
1999, the participant will receive an additional 100% matching contribution on
the first $100 of pre-tax contributions. All matching contributions are 100%
vested when made.
Deferred Stock Unit Plan
In February 1997, Central Parking's shareholders ratified the Deferred
Stock Unit Plan. The plan provides for the issuance of up to 375,000 shares of
Common Stock. Under the plan, key employees designated to participate in the
plan automatically defer ten percent of their annual cash compensation, unless
they elect otherwise. Participants may also elect to defer additional amounts of
their cash compensation up to a combined maximum of 50% of total cash
compensation. Amounts deferred under the plan are converted into stock units,
which generally represent the right to receive the number of shares equal to the
dollar amount of the deferral divided by the fair market value of the Company's
Common Stock on the date the last cash payment for such year would have been
made. For deferrals in excess of 10% of total compensation, the number of shares
granted to participants is increased by 25%. These premium shares vest ratably
over a four-year period. Eight executive officers participated in the plan in
fiscal 1998. As of September 30, 1998, no shares had been issued under this
plan.
14
<PAGE> 16
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. The Compensation Committee held
one meeting during the fiscal year ended September 30, 1998.
COMPENSATION PHILOSOPHY AND POLICIES FOR EXECUTIVE OFFICERS
The Company's executive compensation program for fiscal 1998 was 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, restricted stock and the Deferred Stock Unit Plan which have
value to the executives only through stock appreciation over time.
The Committee believes that the Company's executive compensation policies
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 1998, greater than 84% of the Named
Executive Officers' cash compensation was paid based on the Company's
performance. The Company believes that 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 companies with similar
revenues.
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.
For fiscal 1998, the Company's executive compensation program was comprised
of three principal components: annual cash incentive (bonus), base salary and
long-term incentive opportunities through stock options, restricted stock and
the Deferred Stock Unit Plan.
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. The
employment agreements of the executive officers provide for annual performance-
based bonus payments. One hundred percent of the annual cash bonus for each
executive officer is tied to Company profitability.
15
<PAGE> 17
BASE SALARY
The Company has entered into employment agreements with the Named Executive
Officers. These employment agreements provide for the base salaries shown in the
Summary Compensation Table. The Company's policy generally has been 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, restricted stock, and the Deferred Stock Unit Plan. 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 executive's 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.
Under the Deferred Stock Unit Plan, executive officers have the opportunity to
defer the receipt of certain portions of their cash compensation, instead
receiving shares of Common Stock following certain periods of deferral.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The compensation for Mr. Carell, the Company's Chairman and Chief Executive
Officer, is determined pursuant to his employment agreement. His employment
agreement provides for a base salary of $66,476 plus bonus compensation and
stock options. Mr. Carell's bonus compensation is tied directly to the Company's
financial performance. Mr. Carell's bonus payment for fiscal 1998 was $500,000.
Under the terms of his employment agreement, Mr. Carell's bonus compensation for
fiscal 1998 was based on the Company's pre-tax earnings. Mr. Carell's employment
agreement limits his annual bonus compensation to a maximum of $500,000 in cash
compensation and stock options valued at $200,000.
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 stockholders 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, LEWIS KATZ AND
WILLIAM C. O'NEIL, JR., BEING ALL OF THE MEMBERS OF THE COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD DURING THE 1998 FISCAL YEAR.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Conlee, Eakin, Katz and O'Neil served as members of the
Compensation Committee of the Company's Board of Directors during fiscal 1998.
None of such persons is an officer or employee, or former officer or employee,
of the Company or any of its subsidiaries. No interlocking relationship exists
between the members of the Company's Board of Directors or Compensation
Committee and the board of directors or compensation committee of any other
company.
16
<PAGE> 18
CERTAIN TRANSACTIONS
The Company leases two properties from an entity 50% owned by Monroe
Carell, Jr., the Company's Chairman and Chief Executive Officer, and 50% owned
by Mr. Carell's three daughters, including Julia Carell Stadler, a nominee for
director. The leases, which were entered into in 1995, are for a term of ten
years and provide for base rent of $290,000 plus percentage rent. Total rent
expense for fiscal 1998, including percentage rent, was $442,000. In addition,
the Company will receive 25% of the gain in the event of a sale of these
properties during the term of the leases. Management believes such transactions
have been on terms no less favorable to the Company than those that could have
been obtained from unaffiliated persons.
In connection with the Company's acquisition of Square Industries, Inc.
("Square") in January 1997, the Company entered into a consulting agreement with
Lowell Harwood, the principal shareholder of Square and a director of the
Company since June 1997. Under this agreement, Mr. Harwood received a base
consulting fee of $10,000 a month for a period of one year following the
acquisition of Square. In addition, Mr. Harwood is eligible to receive certain
incentive payments for acquisitions and other business opportunities realized by
the Company that are originated by Mr. Harwood. In this regard, Mr. Harwood is
entitled to receive 10% of the gross operating income of new leased or managed
locations or 10% of pretax operating profit from newly acquired companies for a
period of seven and one-half years from the commencement date of the location or
the acquisition. In fiscal 1998, the Company paid a total of $55,000 to Mr.
Harwood under these arrangements.
In connection with the Company's acquisition of Kinney System Holding Corp.
("Kinney") in February 1998, the Company entered into a consulting agreement
with Lewis Katz, one of the principal shareholders of Kinney and a director of
the Company since May 1998. Under this agreement, Mr. Katz is entitled to
receive a base consulting fee of $200,000 a year beginning in February 1999 and
continuing for a period of four years. The agreement also provides certain
incentives to Mr. Katz to seek new business opportunities for the Company. In
this regard, Mr. Katz is entitled to receive a "participating consulting fee"
equal to 10% of "adjusted operating income," as defined in the agreement, from
the operation of any new leased or managed parking facilities that Mr. Katz
secures for the Company. This participating consulting fee, which is to be paid
for a period of five years from the commencement date of the parking facility,
is to be paid only to the extent adjusted operating income from these new
locations exceeds $200,000. The Company also agreed to reimburse Mr. Katz for
certain expenses incurred in connection with his pursuit of new business
opportunities for the Company up to $50,000 per quarter. In fiscal 1998, Mr.
Katz received a total of $50,000 under these arrangements with the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING 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. During fiscal 1998, all such filings and disclosure
requirements were met within the time allowed for all persons subject to Section
16(a).
PROPOSALS OF STOCKHOLDERS FOR 2000 ANNUAL MEETING
Shareholders intending to submit proposals for presentation at the 2000
Annual Meeting of Shareholders of the Company and inclusion in the Proxy
Statement and form of proxy for such meeting must submit the proposal to the
Company no later than September 1, 1999. Shareholders who intend to present a
proposal at the 2000 Annual Meeting of Shareholders without inclusion of such
proposal in the Company's proxy materials are required to provide notice of such
proposal to the Company no later than November 15, 1999. Shareholders should
forward such proposals to Henry J. Abbott, Secretary, Central Parking
Corporation, 2401
17
<PAGE> 19
21st Avenue South, Suite 200, Nashville, Tennessee 37212. Proposals must be in
writing. Proposals should be sent to the Company by certified mail, return
receipt requested. The Company reserves the right to reject, rule out of order,
or take other appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
AUDITORS
The firm of KPMG 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, 1999. A representative of KPMG
LLP will attend the Annual Meeting to respond to questions from shareholders and
to make a statement if such representative 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, 1998.
<TABLE>
<CAPTION>
Central S&P
Measurement Period Parking Specialized
(Fiscal Year Covered) Corporation S&P 500 Services
<S> <C> <C> <C>
10/10/95 100 100 100
9/30/96 272 147 134
9/30/97
</TABLE>
18
<PAGE> 20
Appendix A
PROXY CENTRAL PARKING CORPORATION PROXY
ANNUAL MEETING OF SHAREHOLDERS, MARCH 5, 1999
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, March 5, 1999, 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:
<TABLE>
<S> <C> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary below) listed below
</TABLE>
(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, Lowell Harwood, Lewis Katz,
Edward G. Nelson,
William C. O'Neil, Jr. and Julia Carell Stadler.
(2) IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
[ ] FOR DISCRETION [ ] AGAINST DISCRETION [ ] ABSTAIN
(Continued on reverse side)
(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, 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: , 1999
-------------------------
--------------------------------
Dated: , 1999
-------------------------
--------------------------------
Signatures of shareholder(s)
should correspond exactly with
the names printed hereon. Joint
owners should each sign
personally. Executors,
administrators, trustees, etc.,
should give full title and
authority.
