<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 1999
REGISTRATION NO. 333-66081
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
CENTRAL PARKING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
TENNESSEE 7521 62-1052916
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) No.)
</TABLE>
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
MONROE J. CARELL, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
<TABLE>
<S> <C>
MARK MANNER RANDALL H. DOUD
HARWELL HOWARD HYNE GABBERT & MANNER, P.C. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FIRST AMERICAN CENTER 919 THIRD AVENUE
NASHVILLE, TENNESSEE 37238 NEW YORK, NEW YORK 10022
(615) 256-0500 (212) 735-3000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement and the
effective time of the merger of Central Merger Sub, Inc. with and into Allright
Holdings, Inc., as described in the Agreement and Plan of Merger, dated as of
September 21, 1998.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The TBCA provides that a corporation may indemnify any of its directors
against liability incurred in connection with a proceeding if (i) the director
acted in good faith, (ii) in the case of conduct in his or her official capacity
with the corporation, the director reasonably believed such conduct was in the
corporation's best interest, (iii) in all other cases, the director reasonably
believed that his or her conduct was not opposed to the best interest of the
corporation, and (iv) in connection with any criminal proceeding, the director
had no reasonable cause to believe that his or her conduct was unlawful. In
actions brought by or in the right of the corporation, however, the TBCA
provides that no indemnification may be made if the director was adjudged to be
liable to the corporation. In cases where the director is wholly successful, on
the merits or otherwise, in the defense of any proceeding instigated because of
his or her status as a director of a corporation, the TBCA mandates that the
corporation indemnify the director against reasonable expenses incurred in the
proceeding. The TBCA also provides that in connection with any proceeding
charging improper benefit to a director, no indemnification may be made if such
director is adjudged liable on the basis that personal benefit was improperly
received. Notwithstanding the foregoing, the TBCA provides that a court of
competent jurisdiction, upon application, may order that a director be
indemnified for reasonable expense if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
(b) Article Eleven of the Amended and Restated Charter of the Registrant sets
forth the extent to which officers or directors of the Registrant may be insured
or indemnified against any liabilities which they may incur. The general effect
of such provision is that any person made a party to any action, suit or
proceeding by reason of the fact that he or she is or was a director or officer
of the Registrant will be indemnified by the Registrant against expenses
(including attorney's fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding, to the fullest extent permitted under the laws of the State
of Tennessee. In addition, such provision provides that, in the Registrant's
sole discretion, the Registrant may indemnify employees or agents against such
expenses, judgments, fines, and amounts paid in settlement.
(c) Central Parking maintains a policy of directors' and officers' insurance
that would in certain instances provide the funds necessary for the Registrant
to meet its obligations under its Amended and Restated Charter.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See the Exhibit index immediately following the signature page.
(b) Financial Statement Schedules
The schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions or
are inapplicable and, therefore, have been omitted.
II-1
<PAGE> 3
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
2. The undersigned registrant undertakes that every prospectus: (i) that
is filed pursuant to paragraph (1) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Securities Act
and is used in connection with an offering of securities subject to Rule
415, will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, that the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit, or proceeding) is asserted against the Registrant by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
4. For purposes of determining any liability under the Securities Act,
that each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
6. The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11,
II-2
<PAGE> 4
or 13 of this form within one business day of receipt of such request, and
to send the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the
date of responding to the request.
7. The undersigned registrant undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, Central Parking has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Nashville, State
of Tennessee, on January 11, 1999.
CENTRAL PARKING CORPORATION
By: /s/ MONROE J. CARELL, JR.
-----------------------------------
Monroe J. Carell, Jr.
Chairman
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MONROE J. CARELL, JR. Chief Executive January 11, 1999
- --------------------------------------------------- Officer (Principal
Monroe J. Carell, Jr. Executive Officer),
Chairman of the
Board
* President and Chief January 11, 1999
- --------------------------------------------------- Operating Officer,
James H. Bond Director
/s/ STEPHEN A. TISDELL Chief Financial January 11, 1999
- --------------------------------------------------- Officer (Principal
Stephen A. Tisdell Financial and
Accounting Officer)
* Director January 11, 1999
- ---------------------------------------------------
John W. Eakin
* Director January 11, 1999
- ---------------------------------------------------
Edward G. Nelson
* Director January 11, 1999
- ---------------------------------------------------
William C. O'Neil, Jr.
Director , 1998
- ---------------------------------------------------
P.E. Sadler
* Director January 11, 1999
- ---------------------------------------------------
Cecil Conlee
Director , 1998
- ---------------------------------------------------
Lowell Harwood
* Director January 11, 1999
- ---------------------------------------------------
Lewis Katz
*By: /s/ STEPHEN A. TISDELL
---------------------------------------------
Stephen A. Tisdell
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<C> <C> <S>
*2.1 -- Agreement and Plan of Merger dated September 21, 1998 by and
among the Registrant, Central Merger Sub, Inc., Allright
Holdings, Inc., Apollo Real Estate Investment Fund II, L.P.
and AEW Partners, L.P.
*2.1.1 -- Amendment dated as of January 5, 1999 to the Agreement and
Plan of Merger dated September 21, 1998 by and among the
Registrant, Central Merger Sub, Inc., Allright Holdings,
Inc., Apollo Real Estate Investment Fund II, L.P. and AEW
Partners, L.P.
*4.1 -- Amended and Restated Charter of the Registrant, as amended
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement No. 333-23869 on Form S-3).
*4.2 -- Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Company's Registration
Statement No. 33-95640 on Form S-1).
*4.3 -- Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement No.
33-95640 on Form S-1).
*4.4 -- Registration Rights Agreement dated as of September 21,
1998, by and between the Registrant, Apollo Real Estate
Investment Fund II, L.P., AEW Partners, L.P., and Monroe J.
Carell, Jr., The Monroe Carell, Jr. Foundation, Monroe
Carell, Jr. 1995 Grantor Retained Annuity Trust, Monroe
Carell, Jr. 1994 Grantor Retained Annuity Trust, The Carell
Children's Trust, The 1996 Carell Grandchildren's Trust, The
Carell Family Grandchildren 1990 Trust, The Kathryn Carell
Brown Foundation, The Edith Carell Johnson Foundation, The
Julia Carell Stadler Foundation, 1997 Carell Elizabeth Brown
Trust, 1997 Ann Scott Johnson Trust, 1997 Julia Claire
Stadler Trust, 1997 William Carell Johnson Trust, 1997 David
Nicholas Brown Trust and 1997 George Monroe Stadler Trust.
*4.4.1 -- Amendment dated January 5, 1999 to the Registration Rights
Agreement dated as of September 21, 1998, by and between the
Registrant, Apollo Real Estate Investment Fund II, L.P., AEW
Partners, L.P., and Monroe J. Carell, Jr., The Monroe
Carell, Jr. Foundation, Monroe Carell, Jr. 1995 Grantor
Retained Annuity Trust, Monroe Carell, Jr. 1994 Grantor
Retained Annuity Trust, The Carell Children's Trust, The
1996 Carell Grandchildren's Trust, The Carell Family
Grandchildren 1990 Trust, The Kathryn Carell Brown
Foundation, The Edith Carell Johnson Foundation, The Julia
Carell Stadler Foundation, 1997 Carell Elizabeth Brown
Trust, 1997 Ann Scott Johnson Trust, 1997 Julia Claire
Stadler Trust, 1997 William Carell Johnson Trust, 1997 David
Nicholas Brown Trust and 1997 George Monroe Stadler Trust.
*4.5 -- Indenture dated March 18, 1998 between the registrant and
Chase Bank of Texas, National Association, as Trustee
regarding up to $113,402,050 of 5 1/4% Convertible
Subordinated Debentures due 2028. (incorporated by reference
to Exhibit 4.5 to the Registrant's Registration Statement
No. 333-52497 on Form S-3).
*4.6 -- Amended and Restated Declaration of Trust of Central Parking
Finance Trust dated as of March 18, 1998. (incorporated by
reference to Exhibit 4.6 to the Registrant's Registration
Statement No. 333-52497 on Form S-3).
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<C> <C> <S>
*4.7 -- Preferred Securities Guarantee Agreement dated as of March
18, 1998 by and between the Registrant and Chase Bank of
Texas, National Association as Trustee. (incorporated by
reference to Exhibit 4.7 to the Registrant's Registration
Statement No. 333-52497 on Form S-3).
*4.8 -- Common Securities Guarantee Agreement dated as of March 18,
1998 by the Registrant (incorporated by reference to Exhibit
4.9 to the Registrant's Registration Statement No. 333-52497
on Form S-3).
*5 -- Opinion of Harwell Howard Hyne Gabbert & Manner, P.C. as to
the legality of the securities being registered hereby.
8.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
certain tax matters.
8.2 -- Opinion of KPMG LLP as to certain tax matters.
*10.1 -- Transaction Support Agreement by Monroe J. Carell, Jr., the
Registrant, Kathryn Carell Brown, Julia Carell Stadler and
Edith Carell Johnson to Allright Holdings, Inc., Apollo Real
Estate Investment Fund II, L.P. and AEW Partners, L.P. dated
September 21, 1998.
*10.2 -- Form of Transaction Support Agreement by certain
shareholders of the Registrant to Allright Holdings, Inc.,
Apollo Real Estate Investment Fund II, L.P. and AEW
Partners, L.P. dated September 21, 1998.
*10.3 -- Form of Transaction Support Agreement by certain
stockholders of Allright Holdings, Inc. to the Registrant
and Central Merger Sub, Inc. dated September 21, 1998.
*10.4 -- Best efforts commitment letter dated September 9, 1998 from
NationsBank Montgomery Securities LLC for a credit facility
of up to $400 million.
*23.1 -- Consent of KPMG LLP.
*23.2 -- Consent of Arthur Andersen LLP.
*23.3 -- Consent of Ernst & Young LLP.
*23.4 -- Consent of Harwell Howard Hyne Gabbert & Manner, P.C.
(included in Exhibit 5).
*23.5 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 8.1).
*24 -- Power of Attorney (included on page II-4).
*99.1 -- Consent of William S. Benjamin.
*99.2 -- Consent of Marc L. Davidson.
</TABLE>
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* Filed previously.
<PAGE> 1
EXHIBIT 8.1
[SKADDEN LETTERHEAD]
January 11, 1999
Allright Holdings, Inc.
c/o Allright Corporation
1313 Main Street
Houston, TX 77002
Ladies and Gentlemen:
We have acted as counsel to Allright Holdings, Inc. ("Holdings"), a
Delaware corporation, in connection with the proposed merger ("Merger") of
Central Merger Sub, Inc. ("Central Sub"), a Delaware corporation and
wholly-owned subsidiary of Central Parking Corporation ("Central"), a Tennessee
corporation, with and into Holdings, with Holdings being the surviving
corporation in the Merger, pursuant to the Agreement and Plan of Merger, dated
as of September 21, 1998, as modified by the amendment dated January 5, 1999,
among Central, Central Sub, Holdings, Apollo Real Estate Investment Fund II,
L.P., a Delaware limited partnership, and AEW Partners, L.P., a Delaware limited
partnership (the "Merger Agreement").(1) Pursuant to Section 6.3(d) of the
Merger Agreement, and in connection with the filing of the Registration
Statement on Form S-4 (the "Registration Statement") filed on the date hereof
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), we are rendering our opinion concerning certain
federal income tax consequences of the Merger.
In rendering our opinion, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations,
contained in the original or copies, certified or otherwise, identified to our
satisfac-
- ----------
(1) Unless otherwise indicated, all defined terms used herein shall have
the meanings assigned to them in the Merger Agreement.
<PAGE> 2
Allright Holdings, Inc.
January 11, 1999
Page 2
tion, of the Merger Agreement and such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In
addition, as to certain facts material to our opinion, we have relied, with the
consent of Central and Holdings, upon the accuracy and completeness of the
information, statements and representations (which we have neither investigated
nor verified) made by an authorized officer of each of Central and Holdings in
letters dated the date hereof and addressed to us and KPMG Peat Marwick LLP, and
have assumed that the Tax Certificates will be complete and accurate, and will
be re-executed by appropriate officers of Central and Holdings as of the
Effective Time. Our opinion is expressly conditioned on, among other things, the
accuracy and completeness as of the date hereof and as of the Effective Time of
such facts, statements, information, covenants and representations referred to
above.
In rendering our opinion, we have assumed that (i) the Merger and the
transactions related to the Merger or contemplated by the Merger Agreement will
be consummated in accordance with the terms and conditions of the Merger
Agreement and as described in the Registration Statement and that none of the
terms and conditions contained therein will have been waived or modified in any
material respect prior to the Effective Time, (ii) the Registration Statement
reflects all the material facts relating to the Merger, Central, Central Sub and
Holdings and (iii) the Merger will qualify as a statutory merger under the laws
of the state of Delaware. A change in any of the facts set forth or assumed
herein at any time could affect the conclusions stated herein.
We have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents.
In rendering our opinion, we have considered applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder (the "Regulations"), pertinent judicial authorities,
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant, in each case, in effect on the date hereof. It should be
noted that such Code, Regulations, judicial decisions, administrative
interpretations and such other authorities are subject to change at any time
and, in some circumstances, with retroactive
2
<PAGE> 3
Allright Holdings, Inc.
January 11, 1999
Page 3
effect. A material change in any of the materials or authorities upon which our
opinion is based could affect our conclusions herein.
Based solely upon and subject to the foregoing, we are of the opinion
that under current law, the Merger will be treated for United States Federal
income tax purposes as a reorganization within the meaning of Section 368(a) of
the Code, and that accordingly:
(i) no gain or loss will be recognized by Central, Holdings or
Central Sub as a result of the Merger;
(ii) no gain or loss will be recognized by the stockholders of
Holdings on the exchange of their Holdings Common Stock for
Central Common Stock pursuant to the Merger (except with
respect to cash received in lieu of a fractional share
interest in Central Common Stock); and
(iii) the tax basis of the Central Common Stock received by
shareholders who exchange their Holdings Common Stock for
Central Common Stock in the Merger will be the same as the tax
basis of Holdings Common Stock surrendered in exchange
therefor (reduced by any amount allocable to a fractional
share interest for which cash is received).
Except as expressly set forth above, we express no other opinion. We
disclaim any undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or any subsequent changes in applicable law. This
opinion is for your benefit and is not to be used, circulated, quoted or
otherwise referred to for any purpose, except that we consent to the filing of
this opinion as Exhibit 8.1 of the Registration Statement and to the description
of this opinion contained in the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
3
<PAGE> 1
EXHIBIT 8.2
[KPMG LLC LETTERHEAD]
January 11, 1999
Central Parking Corporation
2401 21st Avenue South, Suite 200
Nashville, Tennessee 37212
Ladies and Gentlemen:
We have acted as tax advisor to Central Parking Corporation (Central), a
Tennessee corporation, in connection with the proposed merger ("Merger") of
Central Merger Sub, Inc. ("Central Sub"), a Delaware corporation and
wholly-owned subsidiary of Central, with and into Allright Holdings, Inc.
("Holdings"), with Holdings being the surviving corporation in the Merger,
pursuant to the Agreement and Plan of Merger, dated as of September 21, 1998,
among Central, Central Sub, Holdings, Apollo Real Estate Investment Fund II,
L.P., a Delaware limited partnership, and AEW Partners, L.P., a Delaware limited
partnership (the "Merger Agreement").(1) Pursuant to Section 6.3(d) of the
Merger Agreement, and in connection with the filing of the Registration
Statement on Form S-4 (the "Registration Statement") filed on the date hereof
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), we are rendering our opinion concerning certain
federal income tax consequences of the Merger.
In rendering our opinion, we have examined and relied upon the accuracy and
completeness of the facts, information, covenants and representations, contained
in the original or copies, certified or otherwise, identified to our
satisfaction, of the Merger Agreement and such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In
addition, as to certain facts material to our opinion, we have relied, with the
consent of Central and Holdings, upon the accuracy and completeness of the
information, statements and representations (which we have neither investigated
nor verified) made by an authorized officer of each of Central and Holdings in
letters dated the date hereof and addressed to us and Skadden, Arps, Slate,
Meagher & Flom LLP, and have assumed that the Tax Certificates will be complete
and accurate, and will be re-executed by appropriate officers of Central and
Holdings as of the Effective Time. Our opinion is expressly conditioned on,
among other things, the accuracy and completeness as of the date hereof and as
of the Effective Time of such facts, statements, information, covenants and
representations referred to above.
In rendering our opinion, we have assumed that (i) the Merger and the
transactions related to the Merger or contemplated by the Merger Agreement will
be consummated in
- ----------
(1) Unless otherwise indicated, all defined terms used herein shall have
the meanings assigned to them in the Merger Agreement.
<PAGE> 2
Central Parking Corporation
January 11, 1999
Page 2
accordance with the terms and conditions of the Merger Agreement and as
described in the Registration Statement and that none of the terms and
conditions contained therein will have been waived or modified in any material
respect prior to the Effective Time, (ii) the Registration Statement reflects
all the material facts relating to the Merger, Central, Central Sub and Holdings
and (iii) the Merger will qualify as a statutory merger under the laws of the
state of Delaware. A change in any of the facts set forth or assumed herein at
any time could affect the conclusions stated herein.
We have assumed the genuineness of all signature, the legal capacity of all
natural persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
documents.
In rendering our opinion, we have considered applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder (the "Regulations"), pertinent judicial authorities,
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant, in each case, in effect on the date hereof. It should be
noted that such Code, Regulations, judicial decisions, administrative
interpretations and such other authorities are subject to change at any time
and, in some circumstances, with retroactive effect. A material change in any of
the materials or authorities upon which our opinion is based could affect our
conclusions herein.
Based solely upon and subject to the forgoing, we are of the opinion that under
current law, the Merger will be treated for United States Federal income tax
purposes as a reorganization within the meaning of Section 368(a) of the Code,
and that accordingly:
(i) no gain or loss will be recognized by Central, Holdings or Central Sub
as a result of the Merger;
(ii) no gain or loss will be recognized by the stockholders of Holdings on
the exchange of their Holdings Common Stock for Central Common Stock
pursuant to the Merger (except with respect to cash received in lieu of
a fractional share interest in Central Common Stock); and
(iii) the tax basis of the Central Common Stock received by shareholders who
exchange their Holdings Common Stock for Central Common Stock in the
Merger will be the same as the tax basis of Holdings Common Stock
surrendered in exchange therefor (reduced by any amount allocable to a
fractional share interest for which cash is received).
<PAGE> 3
Central Parking Corporation
January 11, 1999
Page 3
Except as expressly set forth above, we express no other opinion. We disclaim
any undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law. This opinion is for
your benefit and is not to be used, circulated, quoted or otherwise referred to
for any purpose except that we consent to the filing of this opinion as Exhibit
8.2 of the Registration Statement and to the description of this opinion
contained in the Registration Statement.
Very truly yours,
/s/ KPMG LLP
KPMG LLP
