<PAGE> 1
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTRAL PARKING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 62-1052916
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(Address of Principal Executive Offices)
(Zip Code)
CENTRAL PARKING CORPORATION - ALLRIGHT EMPLOYEE STOCK OPTION PLAN
(Full Title of Plan)
MONROE J. CARELL, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(Name and Address of Agent for Service)
(615) 297-4255
(Telephone Number, Including Area Code for Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered(1) Price Per Share(2) Price Fee
- ---------------- ------------- ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value, 459,886 $33.688 $15,492,639 $4,307
</TABLE>
- ---------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 as
amended (the "Securities Act"), this registration statement also covers an
indeterminate number of additional shares that may become issuable pursuant to
the anti-dilution adjustment provisions of the Plan.
(2) Pursuant to Rule 457, the offering price is estimated solely for the purpose
of calculating the registration fee on the basis of the average of the high and
low prices for the Common Stock on the New York Stock Exchange on March 17,
1999.
Exhibit Index on Sequentially Numbered Page 8
Page 1 of 8
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
Registration Statement. In addition, all documents subsequently filed by Central
Parking Corporation (the "Company" or the "Registrant") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998 filed on December 29, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998 filed on February 16, 1999.
(c) The description of the Common Stock under "Description of
Securities" contained in the Company's Registration Statement
on Form 8-A (File Number 1-13950), filed September 14, 1995,
including any amendment or report filed for the purpose of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The audited consolidated financial statements of the Company
incorporated by reference have been audited by KPMG LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference in reliance upon the authority of said firm in giving
said reports.
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ITEM 6. INDEMNIFICATION.
Under the Amended and Restated Charter of the Company (the "Charter"),
and in accordance with Section 48-18-502 of the Tennessee Business Corporation
Act (the "TBCA"), the Company will indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a "derivative" action by or in the right of the
Company) by reason of the fact that such person is or was a director or officer
of the Company, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such an action and then, where the person is adjudged
to be liable to the Company, only if and to the extent that the court in which
such action was brought determines that such person is fairly and reasonably
entitled to such indemnity and, then, only for such expenses as the court deems
proper.
The Charter provides that the Company will pay for the
expenses incurred by an indemnified director or officer in defending the
proceedings specified above in advance of their final disposition, provided
that, if the TBCA so requires, such person agrees to reimburse the Company if it
is ultimately determined that such person is not entitled to indemnification.
The Charter also provides that the Company may, in its sole discretion,
indemnify any person who is or was one of its employees and agents or any person
who is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise to the same degree as the foregoing indemnification of
directors and officers. In addition, the Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company or another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against and incurred by such
person in such capacity, or arising out of the person's status as such whether
or not the Company would have the power or obligation to indemnify such person
against such liability under the provisions of the TBCA. The Company has entered
into an agreement with each of its directors providing for indemnification of
such directors and the advancement of expenses to such directors under certain
conditions. The Company plans to maintain insurance for the benefit of the
Company's officers and directors insuring such persons against certain
liabilities, including liabilities under the securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 4
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on Page E-1 of this Registration Statement, which Index is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1993 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if , in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
2. That, for the purpose 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. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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4. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to partners, directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a partner, director, officer or
controlling person of the Company in the successful defense of any action suit
or proceeding) is asserted by such partner, director, officer or controlling
person in connection with the securities being registered, the Company 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.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on March 22, 1999.
CENTRAL PARKING CORPORATION
By: /s/ Monroe J. Carell, Jr.
------------------------------------
Monroe J. Carell, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to the Registration Statement appears below
hereby appoints Monroe J. Carell, Jr. and Stephen A. Tisdell and each of them,
any one of whom may act without the joinder of the others, as his
attorney-in-fact to execute in the name and behalf of any such person,
individually and in the capacity stated below, and to file all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions in this Registration Statement as
such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Monroe J. Carell, Jr. Chief Executive Officer March 15, 1999
- --------------------------------- (Principal Executive Officer),
Monroe J. Carell, Jr. Chairman of the Board
/s/ James H. Bond President, Chief Operating March 15, 1999
- --------------------------------- Officer and Director
James H. Bond
/s/ Stephen A. Tisdell Chief Financial Officer March 15, 1999
- --------------------------------- (Principal Financial and
Stephen A. Tisdell Accounting Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Edward G. Nelson Director March 15, 1999
- ---------------------------------
Edward G. Nelson
/s/ William C. O'Neil, Jr. Director March 15, 1999
- ---------------------------------
William C. O'Neil, Jr.
/s/ Julia Carell Stadler Director March 15, 1999
- ---------------------------------
Julia Carell Stadler
/s/ Cecil Conlee Director March 15, 1999
- ---------------------------------
Cecil Conlee
/s/ Lowell Harwood Director March 15, 1999
- ---------------------------------
Lowell Harwood
/s/ Lewis Katz Director March 15, 1999
- ---------------------------------
Lewis Katz
</TABLE>
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
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 Central Parking Corporation 1998 Employee Stock Option Plan.
5 Opinion of Harwell Howard Hyne Gabbert & Manner, P.C.
23.1 Consent of KPMG LLP.
23.2 Consent of Harwell Howard Hyne Gabbert & Manner, P.C. (contained in
Exhibit 5).
24 Power of Attorney (see pages II-5 and II-6).
</TABLE>
E-1
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EXHIBIT 4.3
CENTRAL PARKING CORPORATION-ALLRIGHT EMPLOYEE STOCK OPTION PLAN
<PAGE> 2
CENTRAL PARKING CORPORATION-ALLRIGHT EMPLOYEE STOCK OPTION PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I Plan.............................................................1
1.1 Purpose..........................................................1
1.2 Effective Date of Plan...........................................1
ARTICLE II Definitions......................................................1
2.1 "Affiliate"......................................................1
2.2 "Board of Directors" or "Board"..................................1
2.3 "Change of Control"..............................................2
2.4 "Code"...........................................................2
2.5 "Committee"......................................................2
2.6 "Company"........................................................2
2.8 "Fair Market Value"..............................................2
2.9 "Incentive Option"...............................................2
2.10 "Nonqualified Option"............................................2
2.11 "Option".........................................................2
2.12 "Option Agreement"...............................................2
2.13 "Plan"...........................................................3
2.14 "Plan Year"......................................................3
2.15 "Stock"..........................................................3
ARTICLE III Eligibility......................................................3
ARTICLE IV General Provisions Relating to Options...........................3
4.1 Authority to Grant Options.......................................3
4.2 Dedicated Shares.................................................3
4.3 Non-Transferability..............................................4
4.4 Requirements of Law..............................................4
4.5 Changes in the Company's Capital Structure.......................4
ARTICLE V Options..........................................................5
5.1 Type of Option...................................................5
5.2 Option Price.....................................................6
5.3 Duration of Options..............................................6
5.4 Amount Exercisable-Incentive Options.............................6
5.5 Exercise of Options..............................................6
5.6 Exercise on Termination of Employment............................7
5.7 No Rights as Stockholder.........................................8
</TABLE>
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<TABLE>
<S> <C> <C>
ARTICLE VI Administration....................................................8
ARTICLE VII Amendment or Termination of Plan..................................9
ARTICLE VIII Miscellaneous...................................................10
8.1 No Establishment of a Trust Fund.................................10
8.2 No Employment Obligation.........................................10
8.3 Forfeiture for Cause.............................................10
8.4 Tax Withholding..................................................11
8.5 Written Agreement................................................11
8.6 Indemnification of the Committee and the Board of Directors......11
8.7 Gender...........................................................12
8.8 Headings.........................................................12
8.9 Other Compensation Plans.........................................12
8.10 Other Options....................................................12
8.11 Governing Law....................................................12
</TABLE>
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ARTICLE I
PLAN
1.1 PURPOSE. This Plan is a plan for employees (including officers and
employee directors) of the Company and its Affiliates and is intended to advance
the best interests of the Company, its Affiliates, and its stockholders by
providing those persons who have substantial responsibility for the management
and growth of the Company and its Affiliates with additional incentives and an
opportunity to obtain or increase their proprietary interest in the Company,
thereby encouraging them to continue in the employ of the Company or any of its
Affiliates. This Plan is intended, in part, as a vehicle by which the Board may
implement the terms of Section 5.7 of the Stock Purchase Agreement, dated as of
August 13, 1996, between Nedinco Delaware Incorporated, a Delaware corporation
(the "Seller"), and Allright Holdings L.L.C., a Delaware limited liability
company and predecessor to Central Parking Corporation, a Tennessee corporation,
and/or its assigns (the "Purchaser") by providing certain employees with an
opportunity to obtain equity participation in the Company.
1.2 EFFECTIVE DATE OF PLAN. The Plan is effective January 1, 1998, if
within one year of that date it shall have been approved by at least a majority
vote of stockholders voting in person or by proxy at a duly held stockholders'
meeting, or if the provisions of the corporate charter, by-laws or applicable
state law prescribes a greater degree of stockholder approval for this action,
the approval by the holders of that percentage, at a duly held meeting of
stockholders. No Incentive Option or Nonqualified Option shall be granted
pursuant to this Plan after December 31, 2007.
ARTICLE II
DEFINITIONS
The words and phrases defined in this Article shall have the meaning
set out in these definitions throughout this Plan, unless the context in which
any such word or phrase appears reasonably requires a broader, narrower, or
different meaning.
2.1 "AFFILIATE" means any parent corporation and any subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of the action or transaction, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain. The term
"subsidiary corporation" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
action or transaction, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.
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<PAGE> 5
2.2 "BOARD OF DIRECTORS" OR "BOARD" means the board of directors of the
Company.
2.3 "CHANGE OF CONTROL" means a change in the control of the Company as
defined below, unless otherwise provided in an Option Agreement.
A Change of Control occurs at such time that AEW partners, L.P. and
Apollo Real Estate Investment Fund II, L.P. collectively sell, transfer, or
otherwise dispose of 50% or more of their aggregate interest in the company as
of December 31, 1997 (other than by a transfer to each other or to an entity in
which such transferor has and maintains an ownership interest of more than 50%,
directly or indirectly).
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the Compensation Committee of the Board of
Directors or such other committee which may be designated by the Board of
Directors under this Plan. Unless the Board designates a committee to serve in
this capacity, the Board of Directors shall serve as the Committee hereunder.
2.6 "COMPANY" means Central Parking Corporation.
2.7 "EMPLOYEE" means a person employed by the Company or any Affiliate
to whom an Option is granted,
2.8 "FAIR MARKET VALUE" of the Stock as of any date means (a) the
closing price of the Stock on that date on the principal securities exchange on
which the Stock is listed; or (b) if the Stock is not listed on a securities
exchange, the average of the high and low sale prices of the Stock on that date
as reported on the New York Stock Exchange; or (c) if the Stock is not listed on
the New York Stock Exchange, the average of the high and low bid quotations for
the Stock on that date as reported by the National Quotation Bureau
Incorporated; or (d) if none of the foregoing is applicable, an amount at the
election of the Committee equal to (x), the average between the closing bid and
ask prices per share of stock on the last preceding date on which those prices
were reported, (y) the price of the Stock in the most recent arms length
transaction completed involving the purchase and sale of a share of Stock, or
(z) the price as determined by the Committee.
2.9 "INCENTIVE OPTION" means an option granted under this Plan which is
designated as an "Incentive Option" and satisfies the requirements of Section
422 of the Code.
2.10 "NONQUALIFIED OPTION" means an option granted under this Plan
other than an Incentive Option.
2.11 "OPTION" means both an Incentive Option and a Nonqualified Option
granted under this Plan to purchase shares of Stock.
2
<PAGE> 6
2.12 "OPTION AGREEMENT" means the written agreement which sets out the
terms of an Option.
2.13 "PLAN" means the Central Parking Corporation 1998 Employee Stock
Option Plan, as set out in this document and as it may be amended from time to
time.
2.14 "PLAN YEAR" means the Company's fiscal year.
2.15 "STOCK" means the common stock of the Company, $.01 par value, or,
in the event that the outstanding shares of common stock are later changed into
or exchanged for a different class of stock or securities of the Company or
another corporation, that other stock or security.
2.16 "10% STOCKHOLDER" means an individual who, at the time the Option
is granted, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Affiliate. An individual
shall be considered as owning the stock owned, directly or indirectly, by or for
his brothers and sisters (whether by the whole or half blood), spouse,
ancestors, and lineal descendants; and stock owned, directly or indirectly, by
or for a corporation, partnership, estate, or trust, shall be considered as
being owned proportionately by or for its stockholders, partners, or
beneficiaries.
ARTICLE III
ELIGIBILITY
The individuals who shall be eligible to receive Incentive Options and
Nonqualified Options shall be those employees of the Company or any of its
Affiliates as the Committee shall determine from time to time.
ARTICLE IV
GENERAL PROVISIONS RELATING TO OPTIONS
4.1 AUTHORITY TO GRANT OPTIONS. The Committee may grant to those
Employees of the Company or any of its Affiliates, as it shall from time to time
determine, Options under the terms and conditions of this Plan. Subject only to
any applicable limitations set out in this Plan, the number of shares of Stock
to be covered by any Option to be granted to an Employee shall be as determined
by the Committee.
At the time of grant, the Committee may include a provision in an
Option providing payment of a specified cash bonus per share payable if, and
only to the extent, the Option is exercised, subject to appropriate adjustment
consistent with the provisions of Section 4.5.
3
<PAGE> 7
4.2 DEDICATED SHARES. The total number of shares of Stock with respect
to which Options may be granted under the Plan shall be [3,850] shares. The
number of shares stated in this Section 4.2 shall be subject to adjustment in
accordance with the provisions of Section 4.5.
In the event that any outstanding Option shall expire or terminate for
any reason or any Option is surrendered, the shares of Stock allocable to the
unexercised portion of that Option may again be subject to an Option under the
Plan.
4.3 NON-TRANSFERABILITY. Options shall not be transferable by the
Employee otherwise than by will or under the laws of descent and distribution,
and shall be exercisable, during the Employee's lifetime, only by him.
4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any Stock under any Option if issuing that Stock would constitute or
result in a violation by the Employee or the Company of any provision of any
law, statute, or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of ally Option, the Company shall not
be required to issue any Stock unless the Committee has received evidence
satisfactory to it to the effect that the holder of that Option will not
transfer the Stock except in accordance with applicable law, including receipt
of an opinion of counsel satisfactory to the Company to the effect that any
proposed transfer complies with applicable law. The determination by the
Committee on this matter shall be final, binding and conclusive. The Company
may, but shall in no event be obligated to, register any Stock covered by this
Plan pursuant to applicable securities laws of any country or any political
subdivision. In the event the Stock issuable on exercise of an Option is not
registered, the Company may imprint on the certificate evidencing the Stock any
legend that counsel for the Company considers necessary or advisable to comply
with applicable law. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of an Option, or the issuance
of shares thereunder, to comply with any law or regulation of any governmental
authority.
4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or its rights, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate' act or proceeding, whether of a similar character or
otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without receiving
compensation for it in money, services or property, then (a) the number, class,
and per share price of shares of Stock subject to outstanding Options under this
Plan shall be appropriately adjusted in such a manner as to entitle an Employee
to receive upon
4
<PAGE> 8
exercise of an Option, for the same aggregate cash consideration, the equivalent
total number and class of shares he would have received had he exercised his
Option in full immediately prior to the event requiring the adjustment; and (b)
the number and class of shares of Stock then reserved to be issued under the
Plan shall be adjusted by substituting for the total number and class of shares
of Stock then reserved, that number and class of shares of Stock that would have
been received by the owner of an equal number of outstanding shares of each
class of Stock as the result of the event requiring the adjustment.
If the Company is merged or consolidated with another corporation and
the Company is not the surviving corporation, or if the Company is liquidated or
sells or otherwise disposes of substantially all its assets while unexercised
Options remain outstanding under this Plan, (a) subject to the provisions of
clause (c) below, after the effective date of the merger, consolidation,
liquidation, sale or other disposition, as the case may be, each holder of an
outstanding Option shall be entitled, upon exercise of the Option, to receive,
in lieu of shares of Stock, the number and class or classes of shares of stock
or other securities or property to which the holder would have been entitled if,
immediately prior to the merger, consolidation, liquidation, sale or other
disposition, the holder had been the holder of record of a number of shares of
Stock equal to the number of shares as to which the Option shall be so
exercised; (b) the Board of Directors may waive any limitations set out in or
imposed under this Plan so that all Options, from and after a date prior to the
effective date of the merger, consolidation, liquidation, sale or other
disposition, as the case may be, specified by the Board of Directors, shall be
exercisable in full; and (c) all outstanding Options may be canceled by the
Board of Directors as of the effective date of any merger, consolidation,
liquidation, sale or other disposition, if (i) notice of cancellation shall be
given to each holder of an Option and (ii) each holder of an Option shall have
the right to exercise that Option in full (without regard to any limitations set
out in or imposed under this Plan or the Option Agreement granting that Option)
during a period set by the Board of Directors preceding the effective date of
the merger, consolidation, liquidation, sale or other disposition and, if in the
event all outstanding Options may not be exercised in full under applicable
securities laws without registration of the shares of Stock issuable on exercise
of the Options, the Board of Directors may limit the exercise of the Options to
the number of shares of Stock, if any, as may be issued without registration.
The method of choosing which Options may be exercised, and the number of shares
of Stock for which Options may be exercised, shall be solely within the
discretion of the Board of Directors.
The issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale or upon the exercise of rights or
warrants to subscribe for them, or upon conversion of shares or obligations of
the Company convertible into shares or other securities, shall not affect, and
no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Options.
5
<PAGE> 9
ARTICLE V
OPTIONS
5.1 TYPE OF OPTION. The Committee shall specify whether a given option
shall constitute an Incentive Option or a Nonqualified Option.
5.2 OPTION PRICE. The price at which Stock may be purchased under an
Incentive Option shall not be less than the greater of (a) 100% of the Fair
Market Value of the shares of Stock on the day preceding the date of grant, or
(b) the aggregate par value of the shares of Stock on the date of grant. The
Committee in its discretion may provide that the price at which shares of Stock
may be purchased under an Incentive Option shall be more than 100% of Fair
Market Value. In the case of any 10% Stockholder, the price at which shares of
Stock may be purchased under an Incentive Option shall not be less than 110% of
the Fair Market Value of the Stock on the day preceding the date of grant.
The price at which shares of Stock may be purchased under a
Nonqualified Option shall not be less than the greater of: (a) 100% of the Fair
Market Value of the shares of Stock on the day preceding the date of grant, or
(b) the aggregate par value of tho shares of Stock on the date of grant. The
Committee in its discretion may provide that the price at winch shares of Stock
may be purchased under a Nonqualified Option shall be more than 100% of Fair
Market Value.
5.3 DURATION OF OPTIONS. No Option shall be' exercisable after the
expiration of 10 years from the date the Option is granted. In the case of a 10%
Stockholder, no Incentive Options shall be exercisable after the expiration of
five years from the date the Incentive Option is granted.
5.4 AMOUNT EXERCISABLE-INCENTIVE OPTIONS. Each Option may be exercised
from time to time, in whole or in part, in the ms-her and subject to the
conditions the Committee, in its sole discretion, may provide in the Option
Agreement, as long as the Option is valid and outstanding, provided that no
Option may be exercisable within six (6) months of the date of grant. In the
event of a Change of Control as defined in Section 2.3 of the Plan, all Options
shall become immediately exercisable.
To the extent that the aggregate Fair Market Value (determined as of
the time an Incentive Option is granted) of the Stock with respect to which
Incentive Options first become exercisable by the Employee during any calendar
year (under this Plan and any other incentive stock option plan(s) of the
Company or any Affiliate) exceeds $100,000, the Incentive Options shall be
treated as Nonqualified Options. In making this determination, Incentive Options
shall be taken into account in the order in which they were granted.
If an Incentive Option is not exercised within specified time limits
prescribed by the Code, it shall become a Nonqualified Option by operation of
law. Any Option intended to constitute an Incentive Option, which falls to
qualify as such under the Code, shall be treated as a Nonqualified Option issued
under the Plan.
5.5 EXERCISE OF OPTIONS. Each option shall be exercised by the delivery
of written notice to the Committee setting forth the number of shares of Stock
with respect to which the Option is to
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<PAGE> 10
be exercised, together with: (a) cash, certified check, bank draft, or postal or
express money order payable to the order of the Company for an amount equal to
the option price of the shares, (b) shares of Stock at its Fair Market Value on
the date of exercise if, and to the extant such shares are approved by the
Committee, and/or (c) any other form of payment which is acceptable to the
Committee, and specifying the address to which the certificates for the shares
are to be mailed. At the election of the Employee, any cash bonus payable under
the terms of an Option upon exercise of an Option may Be applied to cover part
of the exercise price, with the balance paid as provided herein. As promptly as
practicable after receipt of written notification and payment, the Company shall
deliver to the Employee certificates for the number of shares with respect to
which the Option has been exercised, issued in the Employee's name. If shares of
Stock are used in payment, the aggregate Fair Market Value of the shares of
Stock tendered must be equal to or less than the aggregate exercise price of the
shares being purchased upon exercise of the Option, and any difference must be
paid by cash, certified check, bank draft, or postal or express money order
payable to the order of the Company. If the Fair Market Value of Stock used in
payment of the exercise price is determined under Section 2.8(d) of this Plan,
the Employee must agree in writing with such determination prior to tender of
Stock in payment. Delivery of the shares shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited the
certificates in the United States mail, addressed to the Employee, at the
address specified By the Employee.
Whenever an Option is exercised by exchanging shares of Stock owned by
the Employee, the Employee shall deliver to the Company certificates registered
in the name of the Employee representing a number of shares of Stock legally and
beneficially owned by the Employee, free of all liens, claims, and encumbrances
of every kind, accompanied by stock powers duly endorsed in blank by the record
holder of the shares represented by the certificates (with signature guaranteed
by a commercial bank or trust company or by a brokerage firm having a membership
on a registered national stock exchange). The delivery of certificates upon the
exercise of Options is subject to the condition that the person exercising the
Option provide the Company with the information the Company might reasonably
request pertaining to exercise, sale or other disposition. The Committee may
provide that a legend or restriction be printed on the certificate as the
Committee determines is necessary, in its discretion, to comply with applicable
laws.
The Committee may permit an Employee to elect to pay the exercise price
upon exercise of an Option by authorizing a third party (broker) to sell all (or
a portion) of the shares of Stock acquired upon exercise of the Option and remit
to the Company a sufficient portion of the sale proceeds to pay the exercise
price and any applicable tax withholding resulting from such exercise.
5.6 EXERCISE ON TERMINATION OF EMPLOYMENT. Unless it is expressly
provided otherwise in the Option Agreement, Options shall terminate one day less
than three months after severance of employment of the Employee from the Company
and all Affiliates for any reason, with or without cause, other than death,
retirement under the then established rules of the Company, or severance for
disability. Whether authorized leave of absence or absence on military or
government service shall constitute severance of the employment of the Employee
shall be determined by the Committee
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at that time. However, if the Company terminates the employment of Employee
other than for cause as described in Section 8.3, all Options held by the
Employee shall become immediately exercisable until the Option's expiration date
or one year from such severance. If an Incentive Option is not exercised within
specified time limits prescribed by the Code, it shall become a Nonqualified
Option by operation of law.
In determining the employment relationship between the Company and the
Employee, employment by any Affiliate shall be considered employment by the
Company, as shall employment by a corporation issuing or assuming a stock option
in a transact/on to which Section 424(a) of the Code applies, or by a parent
corporation or subsidiary corporation of the corporation issuing or assuming a
stock option (and for this purpose, the phrase "corporation issuing or assuming
a stock option" shall be substituted for the word "Company" in the definitions
of parent corporation and subsidiary corporation in Section 2.1, and the
parent-subsidiary relationship shall be determined at the time of the corporate
action described in Section 424(a) of the Code).
DEATH. If, before the expiration of an Option, the Employee, whether in
the employ of the Company or after he has retired or was severed for disability
or dies, the Option shall continue until the earlier of the Option's expiration
date or one year following the date of his death, and shall become exercisable
in full, unless it is expressly provided otherwise in the Option Agreement.
After the death of the Employee, his executors, administrators or any persons to
whom his Option may be transferred by will or by the laws of descent and
distribution shall have the right, at any time prior to the Option's expiration
or termination, whichever is earlier, to exercise the Option.
RETIREMENT. If before the expiration of an Option, the Employee shall
be retired in good standing from the employ of the Company under the then
established rules of the Company, the Option shall terminate on the earlier of
the Option's expiration date or one year after his retirement , and shall become
exercisable ill full, unless it is expressly provided otherwise in the Option
Agreement; provided, if an Incentive Option is not exercised within specified
time limits prescribed by the Code, it shall become a Nonqualified Option by
operation of law.
DISABILITY. If, before the expiration of an Option, the Employee shall
be severed from the employ of the Company for disability, the Option shall
terminate on the earlier of the Option's expiration date or one year after the
date he was severed because of disability, unless it is expressly provided
otherwise in the Option Agreement. In the event that the Employee shall be
severed from the employ of the Company for disability, the Option shall be
exercisable in full.
5.7 NO RIGHTS AS STOCKHOLDER. No Employee shall have any rights as a
stockholder with respect to Stock covered by his Option until the date a stock
certificate is issued for the stock certificate is issued for the Stock.
8
<PAGE> 12
ARTICLE VI
ADMINISTRATION
This Plan shall be administered by the Board, unless the Board has
appointed a Committee to serve under the Plan. All references to Committee
herein are to the Board, unless and until a Committee has been appointed. All
questions cf interpretation and application of the Plan and Options shall be
subject to the determination of the Committee. A majority of the members of the
Committee shall constitute a quorum. All determinations of the Committee shall
be made by a majority of its members. Any decision or determination reduced to
writing and signed by a majority of the members shall be as effective as if it
had been made by a majority vote at a meeting properly called and held. This
Plan shall be administered in such a ms-her as to permit the Options granted
under it which are designated to be Incentive Options to qualify as Incentive
Options. In carrying out its authority under this Plan, the Committee shah have
full and final authority and discretion, including but not limited to the
following rights, powers and authorities, to:
(a) determine the Employees to whom and the time or
times at which Options will be made,
(b) determine the number of shares and the purchase
price of Stock covered in each Option subject to the term, of
the Plan,
(c) determine the terms, provisions and conditions of
each Option, which need not be identical,
(d) accelerate the time at which any outstanding
Option may be exercised,
(e) define the effect, if any, on an Option of the
death, disability, retirement, or termination of employment of
the Employee,
(f) prescribe, amend and rescind rules and
regulations relating to administration of the Plan, and
(g) make all other determinations and take all other
actions deemed necessary, appropriate, or advisable for the
proper administration of this Plan.
The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.
9
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ARTICLE VII
AMENDMENT OR TERMINATION OF PLAN
The Board of Directors of the Company may amend, terminate or suspend
this Plan at any time, in its sole and absolute discretion; provided, however,
that to the extent required to qualify this Plan under Rule 16b-3 promulgated
under Section 16 of the Securities Exchange Act of 1984, as amended, no
amendment that would (a) materially increase the number of shares of Stock that
may be issued under this Plan, or (b) otherwise materially increase the benefits
accruing to participants under this Plan, shall be made without the approval of
the Company's stockholders; provided further, however, that to the extent
required to maintain the status of any Incentive Option under the Code, no
amendment that would (a) change the aggregate number of shares of Stock which
may be issued under Incentive Options, or Co) decrease the Option price for
Incentive Options below the Fair Market Value of the Stock at the time of grant,
shall be made without the approval of the Company's stockholders. Subject to the
preceding sentence, the Board shall have the power to make any changes in the
Plan and in the regulations and administrative provisions under it or in any
outstanding Incentive Option as in the opinion of counsel for the Company may be
necessary or appropriate from time to time to enable any Incentive Option
granted under this Plan to continue to qualify as an incentive stock option or
such other stock option as may be defined under the Code so as to receive
preferential federal income tax treatment.
ARTICLE VIII
MISCELLANEOUS
8.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside
nor shall a trust fund of any kind be established to secure the rights of any
Employee under this Plan. All Employees shall at all times rely solely upon the
general credit of the Company for the payment of any benefit which becomes
payable under this Plan.
8.2 NO EMPLOYMENT OBLIGATION. The granting of any Option shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Affiliate any obligation to employ or continue to employ any
Employee. The right of the Company or any Affiliate to terminate the employment
of any person shall not be diminished or affected by reason of the fact that an
Option has been granted to him.
8.3 FORFEITURE FOR CAUSE. Notwithstanding any other provisions of this
Plan, if the Committee finds by a majority vote aider fun consideration of the
facts that the Employee, before or after termination of his employment with the
Company or an Affiliate for any reason (a) committed or engaged in fraud,
embezzlement, theft, commission of a felony, or proven dishonesty in the course
of his employment by the Company or an Affiliate, which conduct damaged the
Company or Affiliate, or disclosed trade secrets of the Company or an Affiliate,
or (b) participated, engaged in or had a material, financial or other interest,
whether as an employee, officer, director, consultant, contractor, stockholder,
owner, or otherwise, in any commercial endeavor which is competitive with the
business of the Company or an Affiliate without the written consent of the
Company or Affiliate, the Employee shall forfeit all outstanding Options,
including all exercised Options and other situations pursuant to which the
Company has not yet delivered a stock certificate.
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<PAGE> 14
Clause (b) shall not be deemed to have Been violated solely By reason of the
Employee's ownership of stock or securities of any publicly owned corporation,
if that ownership does not result in effective control of the corporation.
The decision of the Committee as to the cause of the Employee's
discharge, the damage done to the Company or an Affiliate, and the extent of the
Employee's competitive activity shall be final. No decision of the Committee,
however, shall affect the finality of the discharge of the Employee by the
Company or an Affiliate in any manner.
8.4 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to
deduct from any compensation payable to each Employee any sums required by
federal, state, or local tax law to be withheld with respect to the grant or
exercise of an Option and the payment of a cash bonus. In the alternative, the
Company may require the Employee (or other person exercising the Option) to pay
the sum directly to the employer corporation. If the Employee (or other person
exercising the Option) is required to pay the sum directly, payment in cash or
by check of such sums for taxes shall Be delivered within 10 days after the date
of exercise or lapse of restrictions. The Company shall have no obligation upon
exercise of any Option until payment has been received, unless withholding (or
offset against a cash payment) as of or prior to the date of exercise or lapse
of restrictions is sufficient to cover all sums due with respect to that
exercise. The Company and its Affiliates shall not be obligated to advise an
Employee of the existence of the tax or the amount which the employer
corporation will be required to withhold.
8.5 WRITTEN AGREEMENT. Each Option shall be embodied in written Option
Agreements which shall be subject to the terms and conditions of this Plan and
shall be signed by the Employee and by a member of the Committee on behalf of
the Committee and the Company or an executive officer of the Company other than
the Employee on behalf of the Company. The Option Agreement may contain any
other provisions that the Committee in its discretion shall deem advisable which
are not inconsistent with the terms of this Plan.
8.6 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With
respect to administration of this Plan, the Company shall indemnify each present
and future member of the Committee and the Board of Directors against, and each
member of the Committee and the Board of Directors shall be entitled without
further act on his part to indemnity from the Company for, all expenses
(including attorney's fees, the mount of judgments and the amount of approval
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his being or having been a member of the Committee
and/or the Board of Directors, whether or not he continues to be a member of the
Committee and/or the Board of Directors at the time of incurring the expenses --
including, without limitation, makers as to which he shall be finally adjudged
in any action, suit or proceeding to have been found to have been negligent in
the performance of his duty as a member of the Committee or the Board of
Directors. However, this indemnity shall not include any expenses incurred by
any member of the Committee and/or the Board of Directors in respect of matters
as to which he shall be finally
11
<PAGE> 15
adjudged in any action, suit or proceeding to have been guilty of gross
negligence or willful misconduct in the performance of his duty as a member of
the Committee and the Board of Directors. In addition, no right of
indemnification under this Plan shall be available to or enforceable by any
member of the Committee and the Board of Directors unless, within 80 days after
institution of any action, suit or proceeding, he shall have offered the
Company, in writing, the opportunity to handle and defend same at its own
expense. This right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each member of the Committee and the Board of
Directors and shall be in addition to all other rights to which a member of the
Committee and the Board of Directors may be entitled ss a matter of law,
contract, or otherwise.
8.7 GENDER. If the context requires, words of one gender-when used in
this Plan shah include the others and words used in the singular or plural shall
include the other,
8.8 HEADINGS. Headings of Articles and Section, are included for
convenience of reference only and de not constitute part of the Plan and shall
not be used in construing the terms of the Plan.
8.9 OTHER COMPENSATION PLANS. The adoption of this Plan shall not
affect any other stock option, incentive or other compensation or benefit plans
in effect for the Company or any Affiliate, nor shall the Plan preclude the
Company from establishing any other forms of incentive or ether compensation for
employees of the Company or any Affiliate.
8.10 OTHER OPTIONS. The grant of an Option shall not confer upon the
Employee the right to receive any future or ether Options under this Plan,
whether or not Options may be granted to similarly situated Employees, or the
right to receive future Options upon the same terms or conditions as previously
granted.
8.11 GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Texas.
12
<PAGE> 1
Exhibit 5
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
<TABLE>
<S> <C> <C>
JONATHAN HARWELL M. DAVID COX
LIN S. HOWARD LEILANI BOULWARE
ERNEST E. HYNE II CURTIS CAPELING
CRAIG V. GABBERT, JR. 1800 FIRST AMERICAN CENTER ALIX COULTER CROSS
MARK MANNER 315 DEADERICK STREET DONNA J. TORSNEY
JAMES W. CAMERON III NASHVILLE, TENNESSEE 37238-1800 GARY N. MEADE, JR.
L. GLENN WORLEY -------------------- KRISTOPHER W. KEMP
PETER M. OLDHAM TELEPHONE (615) 256-0500 J. GREG GIFFEN
GLEN ALLEN CIVITTS FACSIMILE (615) 251-1059 JOHN J. BAILEY III
GLENN B. ROSE M. KIMBERLY STAGG
BENJAMIN C. FORDHAM ANGELA M. PLAYLE
LEE C. DILWORTH LESLIE B. WILKINSON, JR.
LAUREN W. ANDERSON RYAN D. BROWN
JOHN N. POPHAM IV AMY MARIE SANFORD
JOHN M. BRITTINGHAM SCOTT CRADDOCK
KAAREN H. ENGEL
SUSAN V. SIDWELL
JOHN F. BLACKWOOD -------------
D. ALEXANDER FARDON BARBARA HOLMES
MICHAEL R. HILL OF COUNSEL
JOSEPH ALLEN KELLY
</TABLE>
March 22, 1999
Central Parking Corporation
2401 21st Avenue South, Suite 200
Nashville, Tennessee 37212
Ladies and Gentlemen:
We have acted as special counsel to Central Parking Corporation. (the
"Company") in connection with the registration of the Company's Stock Option
Plan pursuant to a registration statement on Form S-8, as filed with the
Securities and Exchange Commission (the "Registration Statement"). This firm
hereby consents to the filing of this opinion as an exhibit to the Registration
Statement and with agencies of such states and other jurisdictions as may be
necessary in the course of complying with the laws of such states and
jurisdictions regarding the offering and sale of the stock in accordance with
the Registration Statement.
We have examined originals, or certified or photostatic copies of such
statutes, records, regulations, certificates of the officers of the Company and
of public officials, and such other information as we have deemed necessary for
purposes of rendering this opinion.
In stating our opinion, we have assumed: (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents; and
(ii) that the parties to such documents have the legal right and power under all
applicable laws, regulations and agreements to enter into, execute, deliver and
perform their respective obligations thereunder.
On the basis of such review, but subject to the limitations expressed
herein, we are of the opinion, as of the date hereof, that the securities being
registered by the Registration Statement will, when sold as contemplated under
the Registration Statement, be legally issued, fully paid and non-assessable.
E-2
<PAGE> 2
Central Parking Corporation
March 22, 1999
Page 2
Our opinion herein is limited solely to the laws of the United States
of America and the corporate law of the State of Tennessee. In rendering the
opinion set forth herein, we have relied upon the documents referenced above and
have made no independent verification or investigation of factual matters
pertaining thereto or to the Company. The opinion expressed herein is subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws now or hereafter in effect relating to or
affecting the rights of creditors generally, judicial discretion, and equitable
principles whether applied pursuant to a proceeding at law or in equity; and no
opinion is expressed with respect to the availability of equitable remedies.
Very truly yours,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
E-3
<PAGE> 1
The Board of Directors
Central Parking Corporation:
We consent to the use of our reports incorporated herein by reference.
KPMG LLP
Nashville, Tennessee
March 18, 1999
