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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 19, 1999
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Exact name of registrant as specified in its charter: Central Parking Corporation
State or other jurisdiction of incorporation: Tennessee
Commission File Number: 001-13950
IRS Employer Identification Number: 62-1052916
Address or principal executive offices: 2401 21st Avenue South
Suite 200
Nashville, TN 37212
Registrant's telephone number, including area code (615) 297-4255
Former name or former address, if changed since
last report: Not applicable
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 19, 1999, Central Merger Sub, Inc. ("Merger Sub"), a Delaware
corporation and a wholly owned subsidiary of the Registrant, merged with and
into Allright Holdings Inc. ("Allright"), a Delaware corporation. As a result of
the Merger, Allright became a wholly owned subsidiary of the Registrant. The
Merger was completed pursuant to the terms of an Agreement and Plan of Merger by
and among the Registrant, Merger Sub, Allright, Apollo Real Estate Investment
Fund II, L.P. and AEW Partners, L.P., dated as of September 21, 1998, and
amended as of January 5, 1999 (the "Merger Agreement").
The number of shares issued to Allright shareholders was determined as of
closing by an exchange ratio that was based on (A) an assumed value of $46.00
per share of the Registrant's common stock; (B) a base equity purchase price of
Allright of $564,390,050, adjusted for certain items such as assumed long-term
debt, working capital short falls and certain costs and expenses; and (C) the
number of shares of Allright common stock, warrants and certain options
outstanding as of the closing date.
Allright is a holding company, the sole material asset of which is 100% of the
authorized, issued and outstanding shares of common stock, $0.10 par value, of
Allright Corporation. Allright Corporation, in its name and through various
subsidiaries and joint ventures, operates parking facilities under three
different types of arrangements: fee ownership, leases, and management
contracts. As of September 30, 1998, Allright Corporation, directly or
indirectly, owned 195 facilities, leased 1,473 facilities, and operated 647
facilities through management contracts. The Registrant generally intends to
continue to operate Allright's facilities as parking facilities.
The information contained in the Registrant's press release dated March 19,
1999, a copy of which is attached as an exhibit hereto, is hereby incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statement required by this item will be filed on or
before June 5, 1999.
(b) Pro Forma Financial Information.
The proforma financial information required by this item will be
filed on or before June 5, 1999.
(c) Exhibits.
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Exhibit No. 2.1 Agreement and Plan of Merger by and among
Central Parking Corporation, Central Merger,
Sub, Inc., Allright Holdings, Inc., Apollo
Real Estate Investment Fund II, L.P. and AEW
Partners, L.P. dated as of January 5, 1999.
Exhibit No. 99.1 Text of press release dated March 19, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Central Parking Corporation
Date: April 2, 1999 By: Stephen A. Tisdell
----------------- Chief Financial Officer
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NEWS
FOR IMMEDIATE RELEASE
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Contacts:
Central Parking Corporation Apollo Real Estate AEW Capital Management
Stephen Tisdell Steven Anreder Martha Thurber
Chief Financial Officer Anreder, Herschorn, Silver Director of Communications
(615) 297-4255 X265 & Co., Inc. (617) 261-9590
[email protected] (212) 421-4020
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CENTRAL PARKING CORPORATION COMPLETES MERGER
WITH ALLRIGHT HOLDINGS, INC.
NASHVILLE, Tenn. (March 19, 1999) - Central Parking Corporation (NYSE:CPC) today
announced that it has completed the previously announced transaction whereby
Allright Holdings, Inc. ("Allright") has merged with Central Parking
Corporation. Allright, doing business as Allright Parking, is headquartered in
Houston and is one of the largest parking services companies in the United
States. As of September 30, 1998, Allright operated 2,315 facilities,
representing approximately 550,000 parking spaces in over 100 cities across the
United States and Canada. Allright's revenues were $216 million for its most
recent fiscal year ended June 30, 1998. For the fiscal year ended September 30,
1998, Central Parking Corporation reported total revenues of $383.2 million.
Apollo Real Estate Investment Fund II, L.P. and AEW Partners, L.P. were the
primary shareholders of Allright.
Under the terms of the merger, Central Parking issued approximately 7.5
million shares of common stock to Allright shareholders and assumed
approximately $254 million in debt. As a result of the issuance of these shares,
Central Parking has approximately 37 million shares outstanding. The merger will
be accounted for as a pooling of interests.
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Central Parking Completes Merger
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March 19, 1999
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Commenting on the announcement, Monroe J. Carell, Jr., Chairman and
Chief Executive Officer of Central Parking Corporation, remarked, "We are both
pleased and excited to conclude this milestone transaction. The addition of
Allright to our base of operations significantly expands our platform for
growth, almost doubling our locations and increasing our parking spaces by more
than 50%. Moreover, it strengthens our management capabilities, adding
successful, seasoned executives to all levels of our growing company and
providing the talent and expertise needed to capitalize on our position as the
preeminent provider of parking solutions worldwide."
Simultaneous to the transaction, Central Parking Corporation closed a
$400 million credit facility with NationsBanc Montgomery Securities LLC as
syndication agent, consisting of a five-year $200 million term loan and a $200
million five-year revolving credit facility. The interest rate on the loan is
priced at LIBOR plus 112.5 basis points and will revert to grid pricing after
three months.
Central Parking Corporation, headquartered in Nashville, Tennessee, is
a leading provider of parking services. Including the Allright operations, the
Company operates approximately 4,755 parking facilities containing more than 1.5
million spaces at locations in 40 states, the District of Columbia, Canada,
Puerto Rico, the United Kingdom, the Republic of Ireland, Spain, Germany,
Malaysia, Chile and Mexico. Central Parking Corporation has a business
development office in Amsterdam.
This press release contains projections and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934. These
projections and statements reflect the Company's current views with respect to
future events and financial performance. No assurance can be given, however,
that these events will occur or that these projections will be achieved and
actual results could differ materially from those projected as a result of
certain factors. A discussion of these factors is included in the Company's
periodic reports filed with the Securities and Exchange Commission.
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