<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Central Parking Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[CENTRAL PARKING CORPORATION LOGO]
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
To Our Shareholders:
On behalf of the Board of Directors, it is our pleasure to invite you to
attend the Annual Meeting of Shareholders of Central Parking Corporation.
As shown in the formal notice enclosed, the meeting will be held on
Tuesday, February 15, 2000 at 10:00 a.m. (Central Standard Time) at our
corporate headquarters in Nashville, Tennessee. The purpose of this year's
meeting is to elect directors, approve an increase in the shares reserved for
issuance under the Company's stock option plans, and to transact such other
business as may properly come before the meeting. The meeting will include a
report on Central Parking Corporation's activities for the fiscal year ended
September 30, 1999, and there will be an opportunity for comments and questions
from shareholders.
Whether or not you plan to attend the meeting, it is important that you are
represented and that your shares are voted. Accordingly, after reviewing the
Proxy Statement, we ask you to complete, sign and date the proxy card and return
it as soon as possible in the postage-paid envelope provided. Early return of
your proxy will permit us to avoid the expense of soliciting the votes of
shareholders who are late sending in their proxy cards.
Sincerely,
/s/ MONROE J. CARELL, JR.
Monroe J. Carell, Jr.
Chairman of the Board
and Chief Executive Officer
January 14, 2000
<PAGE> 3
CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 15, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Central
Parking Corporation, a Tennessee corporation (the "Company"), will be held at
the Company's headquarters, 2401 21st Avenue South, Third Floor, Nashville,
Tennessee, on Tuesday, February 15, 2000, at 10:00 a.m. (Central Standard Time)
(the "Annual Meeting") for the following purposes:
1. To elect nine directors for the term ending at the Annual Meeting of
Shareholders to be held in 2001;
2. To approve an amendment to the Company's 1995 Incentive and Nonqualified
Stock Option Plan for Key Personnel to increase the number of shares
reserved for issuance under the plan by 1,500,000 shares of common
stock;
3. To approve an amendment to the Company's 1995 Nonqualified Stock Option
Plan for Directors to increase the number of shares reserved for
issuance under the plan by 250,000 shares of common stock; and
4. To transact such other business as may properly come before the meeting
and any continuations and adjournments thereof.
The Board of Directors has fixed the close of business on January 3, 2000
as the record date for determining the holders of the common stock of the
Company entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
The common stock of the Company should be represented as fully as possible
at the Annual Meeting. Therefore, please sign and return the enclosed proxy at
your earliest convenience. You may, of course, revoke your proxy at any time
before it is voted at the meeting. However, signing and returning the proxy will
assure your representation at the Annual Meeting if you do not attend.
By Order of the Board of Directors
/s/ HENRY J. ABBOTT
Henry J. Abbott
Secretary
Nashville, Tennessee
January 14, 2000
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN,
DATE AND RETURN YOUR PROXY.
<PAGE> 4
CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 15, 2000
INTRODUCTION AND VOTING PROCEDURES
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Central Parking
Corporation, a Tennessee corporation ("Central Parking" or the "Company"), for
use at the Annual Meeting of Shareholders of the Company to be held at the
Company's headquarters, 2401 21st Avenue South, Third Floor, Nashville,
Tennessee, on Tuesday, February 15, 2000, at 10:00 a.m. (Central Standard Time)
and at any continuations and adjournments thereof (the "Annual Meeting"). This
Proxy Statement is first being mailed on or about January 14, 2000, to holders
of the common stock, par value $.01 per share, of the Company (the "Common
Stock") of record at the close of business on January 3, 2000. The cost of this
solicitation will be borne by the Company.
The shares of Common Stock held by each shareholder who signs and returns
the enclosed proxy will be counted for purposes of determining the presence of a
quorum at the meeting unless such proxy shall be timely revoked. If the enclosed
form of proxy is executed and returned, it may, nevertheless, be revoked at any
time before it is voted by delivery of a written revocation or a duly executed
proxy bearing a later date to the Secretary of the Company at its headquarters
or by the shareholder personally attending and voting his or her shares at the
meeting.
The Board has fixed the close of business on January 3, 2000, as the record
date for the meeting. Only shareholders of record at the close of business on
January 3, 2000, are entitled to notice of and to vote at the Annual Meeting. At
the close of business on such date, there were 36,837,177 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. Each share of Common
Stock entitles the holder thereof to one vote on each matter to be considered at
the meeting. A quorum (i.e., holders of record of a majority of the shares of
Common Stock outstanding and entitled to vote at the meeting) is required for
any vote taken at the meeting. Assuming a quorum is present with respect to such
matters, the affirmative vote of a plurality of the shares of Common Stock cast
is required for the election of directors and the affirmative vote of the
holders of a majority of the shares of Common Stock cast is required for the
approval of any other matter submitted to a vote of the shareholders at the
meeting. Under Tennessee law, abstentions are treated as present and entitled to
vote and, therefore, will be counted in determining whether a quorum is present,
but will have no effect on the outcome of any votes. A broker non-vote (i.e.,
shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote and as to which
the broker or nominee does not have discretionary power to vote on a particular
matter) will not be counted in determining whether a quorum is present, and will
have no effect on the outcome of any votes.
The Annual Report to Shareholders of the Company for the fiscal year ended
September 30, 1999, including audited consolidated financial statements (the
"Annual Report"), is being mailed concurrently with this Proxy Statement to all
holders of Common Stock of record at the close of business on January 3, 2000.
In addition, the Company has provided (at Company expense) brokers, dealers,
banks, voting trustees and their nominees with additional copies of the Proxy
Statement and the Annual Report for distribution to beneficial owners of the
Company's Common Stock as of the record date. ADDITIONAL COPIES OF THE ANNUAL
REPORT AND THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "FORM 10-K")
(BUT WITHOUT EXHIBITS TO THE FORM 10-K) MAY BE OBTAINED WITHOUT CHARGE UPON
REQUEST TO RANDY HUNLEY, INVESTOR RELATIONS DEPARTMENT, 2401 21ST AVENUE SOUTH,
SUITE 200, NASHVILLE, TENNESSEE 37212; (615) 297-4255; OR ON THE INTERNET AT
[email protected].
3
<PAGE> 5
EACH PROPERLY EXECUTED PROXY RECEIVED IN TIME FOR THE MEETING WILL BE VOTED
AS SPECIFIED THEREIN. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
THEREBY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN WHO ARE
STANDING FOR ELECTION AS DIRECTORS, FOR THE APPROVAL OF THE AMENDMENT TO THE
1995 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN FOR KEY PERSONNEL AND FOR THE
APPROVAL OF THE AMENDMENT TO THE 1995 NONQUALIFIED STOCK OPTION PLAN FOR
DIRECTORS. Management does not know of any other matters that will be presented
for action at the Annual Meeting of Shareholders. If any other matter does come
before the Annual Meeting of Shareholders, however, the persons appointed in the
proxy will vote in accordance with their best judgment on such matter.
4
<PAGE> 6
PROPOSAL I.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
------------ -------- -----------------------------------------------------
<S> <C> <C>
Monroe J. Carell, Jr., 68............. 1979 Chief Executive Officer and Chairman of the Board of
Directors of the Company for more than 20 years.
Mr. Carell has served as a trustee of Vanderbilt
University since 1991 and is a life member of the
Urban Land Institute.
James H. Bond, 57..................... 1990 Mr. Bond has been employed by the Company since 1971
in various positions including general manager and
regional manager. He has served as President, Chief
Operating Officer, and a member of the Board of
Directors of the Company since October 1990. Mr.
Bond is also a member of the Urban Land Institute
and serves on the Board of Trust for the Tennessee
Repertory Theater.
William S. Benjamin(1), 35............ 1999 Mr. Benjamin was appointed to the Board of Directors
of the Company in June 1999. Mr. Benjamin is a
partner in Apollo Real Estate Advisors, a real
estate investment firm. He joined Apollo in 1995.
From 1986 to 1995, Mr. Benjamin was with the Real
Estate Finance Group of Bankers Trust New York
Corp. Mr. Benjamin serves as a director of a number
of privately held real estate firms in the United
States and the United Kingdom.
Cecil Conlee, 63...................... 1996 Mr. Conlee has served as Chairman and Chief Executive
Officer of CGR Advisors, which provides real estate
investment advice and portfolio management
services, since January 1990. Mr. Conlee serves on
the Board of Directors of Oxford Industries, Inc.
and Cornerstone Properties Inc. Mr. Conlee serves
as a trustee of Vanderbilt University. Mr. Conlee
is a member and past trustee of the Urban Land
Institute, a director of Central Atlanta Progress
and The Southern Center for International Studies.
Marc L. Davidson(1), 40............... 1999 Mr. Davidson was appointed to the Board of Directors
in June 1999. Mr. Davidson is a portfolio manager
in the Private Equity Investment Group of AEW
Capital Management, L.P., a real estate investment
firm. Mr. Davidson joined AEW in 1995. Prior to
joining AEW, Mr. Davidson worked in senior
financial positions with Coopers & Lybrand,
Winthrop Management, The Linpro Company and Charter
Development.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
------------ -------- -----------------------------------------------------
<S> <C> <C>
Lewis Katz(2), 58..................... 1998 Mr. Katz was appointed to the Board of Directors of
the Company in May 1998. Mr. Katz is principal
owner of the New Jersey Nets, a National Basketball
Association franchise. He served as the Chief
Executive Officer of Kinney System Holding Corp., a
parking services company, from November 1990 until
the Company acquired Kinney in February 1998. Mr.
Katz serves as a director of Orleans Homebuilders,
Inc. (formerly FPA corporation), a residential real
estate development company.
Edward G. Nelson, 68.................. 1993 Mr. Nelson formed Nelson Capital Corp., a merchant
banking firm, in 1985, and has served as the
President and Chairman of the Board of such firm
since its organization. Mr. Nelson serves as a
director of Advocat Inc., a long-term care facility
owner and operator; ClinTrials Research Inc., a
clinical research organization; and Berlitz
International, Inc., a language services company.
Mr. Nelson also serves as a trustee of Vanderbilt
University.
William C. O'Neil, Jr., 65............ 1993 Mr. O'Neil served as Chairman of the Board,
President, and Chief Executive Officer of
ClinTrials Research Inc., a clinical research
organization, from October 1989 to January 1998.
Mr. O'Neil currently serves as Chairman of the
Board of ATRIX Laboratories, Inc., a drug delivery
company, and is a private investor. He is a
director of Advocat Inc., Sigma Aldrich Corporation
and American HealthCorp., Inc.
Julia Carell Stadler, 40.............. 1999 Mrs. Stadler was employed in various capacities by
the Company from 1981 to 1986. Mrs. Stadler serves
as a director of Vanderbilt Children's Hospital and
has been involved in a number of fundraising
activities for Cheekwood Botanical Gardens and
Museum of Art, Inc. and other charities in
Nashville. Mrs. Stadler is the daughter of Monroe
J. Carell, Jr., Chairman and Chief Executive
Officer of the Company.
</TABLE>
- ---------------
(1) The agreement and plan of merger (the "Merger Agreement") by and among the
Company, Central Merger Sub, Inc., Allright Holdings, Inc., Apollo Real
Estate Investment Fund II, L.P. ("Apollo") and AEW Partners, L.P, ("AEW"),
dated as of September 21, 1998, and amended as of January 5, 1999, provides
that Apollo and AEW are each entitled to designate one individual to the
Company's Board of Directors. Apollo designated Mr. Benjamin as its nominee
to the Board and AEW designated Mr. Davidson as its nominee to the Board.
Messrs. Benjamin and Davidson were appointed to the Board in June 1999. The
Merger Agreement further provides that if at anytime Apollo or AEW, with
their respective affiliates, individually own, directly or indirectly, less
than $50,000,000 worth of the Company's Common Stock, the Company shall, at
the next election of the Board of Directors, have the right to decrease the
number of appointees to the Board that may be made by the shareholder
failing to meet
6
<PAGE> 8
such threshold from one to none. For purposes of calculating the value of
the Company's Common Stock, the number of shares held by such holder will be
multiplied by the average of the closing sale prices per share of the
Company's Common Stock on the New York Stock Exchange for the prior 20
trading days.
(2) Mr. Katz was appointed to the Board of Directors pursuant to the terms of an
agreement entered into in connection with the Company's acquisition of
Kinney System Holding Corp. in February 1998. Under this agreement, the
Company agreed to use its best efforts to cause the Board to recommend Mr.
Katz, or in the event of the disability or death of Mr. Katz, a designee,
for election to the Board, for a period of three years after the date of the
acquisition.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED
NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST BY THE SHARES
ENTITLED TO VOTE ON EACH DIRECTOR IS NECESSARY FOR HIS OR HER ELECTION.
7
<PAGE> 9
PROPOSAL II.
INCREASE IN SHARES RESERVED FOR ISSUANCE UNDER THE 1995 INCENTIVE AND
NONQUALIFIED STOCK OPTION PLAN FOR KEY PERSONNEL
Under the Company's 1995 Incentive and Nonqualified Stock Option Plan for
Key Personnel (the "Key Personnel Plan"), options to purchase shares of Common
Stock are available for grant (i) to directors, key employees (including
officers), consultants, and advisors of the Company and its subsidiaries as an
incentive to such personnel and (ii) as substitute stock options for outstanding
stock options granted by companies acquired by Central Parking. The Key
Personnel Plan became effective on the date of the Company's initial public
offering in 1995. All fourteen executive officers (two of whom are directors)
and approximately 231 key employees currently hold options granted under the Key
Personnel Plan. The Key Personnel Plan originally allowed for the issuance of
options to purchase up to 1,417,500 shares of Common Stock (adjusted for stock
splits), in the aggregate, when taken together with the shares available for
issuance under the Company's 1995 Restricted Stock Plan (the "Restricted Stock
Plan"). The Key Personnel Plan was amended in March 1998 to increase the number
of shares reserved for issuance under the plan to 2,317,500.
On December 15, 1999, the Company's Board of Directors approved an
amendment to the Key Personnel Plan to increase the number of shares of Common
Stock reserved for issuance under such plan by 1,500,000, so that the total
number of shares available for issuance under the Key Personnel Plan and the
Restricted Stock Plan would be 3,817,500. This amendment has been recommended by
the Board of Directors for approval by the Company's shareholders. The amendment
will provide the flexibility to award additional options under the Key Personnel
Plan and additional restricted stock under the Restricted Stock Plan as an
incentive in attracting and retaining key personnel. As of December 31, 1999,
options to purchase 1,378,546 shares remain outstanding under the Key Personnel
Plan at exercise prices ranging from $8.00 to $50.375 per share. At such date,
the per share market value of the Common Stock underlying such outstanding
options was $19.125.
The Key Personnel Plan is administered by the Board of Directors. Subject
to certain limitations, the Board of Directors has the authority to determine
the recipients of stock options and the terms of options granted under the plan.
In making such determinations, the Board of Directors may take into account the
nature of the services rendered or to be rendered by option recipients, and
their past, present or potential contributions to the Company.
Options granted under the Key Personnel Plan generally vest ratably over a
four-year period after the date of grant and expire on the tenth anniversary of
the date of grant. The vesting of certain options may be accelerated if the
Company achieves 102% of targeted earnings per share in a given year. The
maximum term of any option granted pursuant to the Key Personnel Plan is 10
years except that incentive options granted to persons who beneficially own ten
percent or more of the Company's outstanding Common Stock will not have terms in
excess of five years. Shares subject to options granted under the Key Personnel
Plan which expire, terminate, or are cancelled without having been exercised in
full become available again for option grants.
The Key Personnel Plan provides that the exercise price of an option must
not be less than the fair market value of the Common Stock on the trading day
next preceding the date of grant. In the case of incentive options granted to
persons who beneficially own ten percent (10%) or more of the Company's
outstanding Common Stock, the exercise price must not be less than 110% of such
fair market value. The exercise price of substitute stock options will be
determined based on the exchange ratio of the underlying transaction. Options
are nontransferable, other than by will, the laws of descent and distribution or
pursuant to certain domestic relations orders. Payment for shares of Common
Stock to be issued upon exercise of an option may be made either in cash,
unrestricted shares of Common Stock or any combination thereof, at the
discretion of the holder. In the event an option holder is terminated as an
employee by reason of disability or death, the holder or his or her
representative may exercise the vested portion of the option for a period of 12
months following such termination unless the Board of Directors elects, in it
sole discretion, to extend the exercise period. In the event the option holder
is terminated as an employee for any reason other than disability, death or
"cause" (as defined in the plan), the holder may exercise the vested portion of
the option for a period of three months following such termination unless the
Board of Directors elects, in its sole discretion, to extend the exercise
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<PAGE> 10
period. If the employment of an option holder is terminated for "cause", the
unexercised options expire immediately.
Neither the grant nor the exercise of an incentive stock option will result
in taxable income to the optionee. The tax treatment on the sale of Common Stock
acquired upon exercise of an incentive stock option will depend on whether the
holding period requirement is satisfied. The holding period is met if the
disposition by the optionee occurs (i) at least two years after the date the
option is granted or (ii) at least one year after the date the option is
exercised, whichever is later. In the case of a deceased employee, the incentive
stock option may be exercised by the deceased optionee's legal representative to
the extent the deceased optionee would have been entitled to do so at the time
of death. The Key Personnel Plan permits the legal representative of any
deceased employee to exercise an option for up to one year following the death
of the optionee. If the holding period is satisfied, the excess of the amount
realized upon sale of the Common Stock over the price paid for these shares will
be treated as long-term capital gain. If the optionee disposes of the Common
Stock before the holding period is met (a "disqualifying disposition"), the
excess of the fair market value of the shares on the date of exercise or, if
less, the fair market value on the date of disposition, over the exercise price
will be taxable as ordinary income to the optionee at the time of disposition,
and the Company will be entitled to a corresponding deduction. The balance of
the gain, if any, will be a capital gain to the optionee. Any capital gain
realized by the optionee will be a long-term capital gain if the optionee's
holding period for the Common Stock at the time of disposition is more than one
year, otherwise it will be short-term. Although the exercise of an incentive
stock option will not result in taxable income to the optionee, the excess of
the fair market value of the shares on the date of exercise over the exercise
price will be included in the optionee's "alternative minimum taxable income"
under Section 56 of the Internal Revenue Code of 1986, as amended (the "Code").
This inclusion might subject the optionee to, or increase his liability for, the
alternative minimum tax under Section 55 of the Code.
No federal income tax consequences occur to either the Company or the
optionee upon the Company's grant or issuance of a nonqualified option under the
Key Personnel Plan so long as the option does not have a readily ascertainable
fair market value on the date of the grant. Generally, an option has to be
traded on an established market or have a value that can otherwise be determined
with reasonable accuracy to have a readily ascertainable fair market value. Upon
an optionee's exercise of a nonqualified option not taxed at grant, the optionee
will recognize ordinary income in an amount equal to the difference between the
fair market value of the stock purchased pursuant to the exercise of the option
and the exercise price of the option. However, if the stock purchased upon
exercise of the option is not transferable or is subject to a substantial risk
of forfeiture, then the optionee will not recognize income until the stock
becomes transferable or is no longer subject to such risk of forfeiture (unless
the optionee makes an election under Code Section 83(b) to recognize the income
in the year of exercise, which election must be made within 30 days of the
option exercise). The Company will be entitled to a deduction in an amount equal
to the ordinary income recognized by the optionee in the year in which such
income is recognized by the optionee. Upon a subsequent disposition of the
stock, the optionee will recognize capital gain to that extent the sales
proceeds exceed the optionee's cost of the stock plus the previously recognized
ordinary income.
A copy of the amendment to the Key Personnel Plan is attached hereto as
Exhibit A.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST ON THIS MATTER IS
REQUIRED TO APPROVE THE AMENDMENT OF THE KEY PERSONNEL PLAN. THE BOARD OF
DIRECTORS HAS APPROVED THE AMENDMENT AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE PROPOSED AMENDMENT.
9
<PAGE> 11
PROPOSAL III.
INCREASE IN SHARES RESERVED FOR ISSUANCE UNDER THE 1995 NONQUALIFIED
STOCK OPTION PLAN FOR DIRECTORS
Under the Company's 1995 Nonqualified Stock Option Plan for Directors (the
"Director Plan"), options to purchase shares of Common Stock are available for
grant to non-employee directors of the Company. The Director Plan became
effective on the date of the Company's initial public offering in 1995. All
eight non-employee directors are eligible to receive options under the Plan and
all currently hold options. The Director Plan originally allowed for the
issuance of options to purchase up to 225,000 shares (adjusted for stock splits)
of Common Stock.
On December 15, 1999, the Company's Board of Directors approved an
amendment to the Director Plan to increase the number of shares of Common Stock
reserved for issuance under the plan by 250,000, so that the total number of
shares available for issuance upon the exercise of options granted under the
Director Plan is 475,000. This amendment has been recommended by the Board of
Directors for approval by the Company's shareholders. The amendment will provide
the flexibility to award additional options as an incentive in attracting and
retaining quality directors. As of December 31, 1999, options to purchase
195,750 shares remain outstanding under the Director Plan at exercise prices
ranging from $8.00 to $51.06 per share. At such date, the per share market value
of the Common Stock underlying such outstanding options was $19.125.
The Director Plan provides that the exercise price of an option must not be
less than the fair market value of the Common Stock on the trading day next
preceding the date of grant. The Director Plan provides that an option to
acquire 11,250 shares will be granted to each director upon his initial election
to the Board. In addition, each director serving on the Board on the last day of
the Company's fiscal year who has served on the Board for at least six months
during such fiscal year will be granted an option to purchase 4,500 shares on
the last day of such fiscal year. No option may be exercised until the holder
has served as a director for at least three months from the date of grant, and
options generally become exercisable three or six months after the date of
grant. No option may be exercised more than 10 years after the date of grant. In
addition to other rights of indemnification, the plan provides that each
director will be indemnified by the Company against all costs and expenses
reasonably incurred in connection with any action, suit or proceeding to which
he may be a party relating to the Director Plan. Options generally are
nontransferable, other than by will, the laws of descent and distribution or
pursuant to certain domestic relations orders. Payment for shares of Common
Stock to be issued upon exercise of an option may be made either in cash,
unrestricted shares of Common Stock or any combination thereof. In the event an
option holder is terminated as a director by reason of disability or death, the
holder or his representative may exercise the vested portion of the option for a
period of 12 months following such termination unless the Board of Directors
elects, in it sole discretion, to extend the exercise period. In the event the
option holder is terminated as a director for any reason other than disability,
death or "cause" (as defined in the plan), the holder may exercise the vested
portion of the option for a period of three months following termination unless
the Board of Directors elects, in its sole discretion, to extend the exercise
period. If the service of an option holder is terminated for "cause", the
unexercised options expire immediately. Shares subject to options granted under
the Director Plan that expire, terminate, or are canceled without having been
exercised in full become available again for option grants.
No federal income tax consequences occur to either the Company or the
optionee upon the Company's grant or issuance of an option under the Director
Plan so long as the option does not have a readily ascertainable fair market
value on the date of the grant. Generally, an option has to be traded on an
established market or have a value that can otherwise be determined with
reasonable accuracy to have a readily ascertainable fair market value. Upon an
optionee's exercise of a nonqualified option not taxed at grant, the optionee
will recognize ordinary income in an amount equal to the difference between the
fair market value of the stock purchased pursuant to the exercise of the option
and the exercise price of the option. However, if the stock purchase upon
exercise of the option is not transferable or is subject to a substantial risk
of forfeiture, then the optionee will not recognize income until the stock
becomes transferable or is no longer subject to such risk of forfeiture (unless
the optionee makes an election under Code Section 83(b) to recognize the income
in the year of exercise, which election must be made within 30 days of the
option
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<PAGE> 12
exercise). The Company will be entitled to a deduction in an amount equal to the
ordinary income recognized by the optionee in the year in which such income is
recognized by the optionee. Upon a subsequent disposition of the stock, the
optionee will recognize capital gain to the extent the sales proceeds exceed the
optionee's cost of the stock plus the previously recognized ordinary income.
A copy of the amendment to the Director Plan is attached hereto as Exhibit
B.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST ON THIS MATTER IS
REQUIRED TO APPROVE THE AMENDMENT OF THE DIRECTOR PLAN. THE BOARD OF DIRECTORS
HAS APPROVED THE AMENDMENT AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSED AMENDMENT.
11
<PAGE> 13
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
YEAR OF POSITIONS WITH THE COMPANY AND BUSINESS
NAME & AGE EMPLOYMENT EXPERIENCE FOR THE LAST FIVE YEARS
---------- ----------- -----------------------------------------------------
<S> <C> <C>
Monroe J. Carell, Jr., 68......... 1967 Chief Executive Officer and Chairman of the Board
since 1979.
James H. Bond, 57................. 1971 President, Chief Operating Officer and a member of
the Board since 1990. Prior to 1990, Mr. Bond
served in various positions with the Company,
including regional manager and Senior Vice
President.
Emanuel J. Eads, 48............... 1974 Executive Vice President since August 1998. Mr. Eads
served as Senior Vice President from March 1984
until his appointment as Executive Vice President.
Mr. Eads previously served in various positions
with the Company, including general and regional
manager.
Stephen A. Tisdell, 48............ 1993 Chief Financial Officer since 1993.
Daniel H. Baldwin, 49............. 1999 Senior Vice President since March 1999. Mr. Baldwin
served in various positions with Allright
Corporation prior to the merger of Central Parking
and Allright in March 1999, including Senior Vice
President, Director, and regional and general
manager. Mr. Baldwin joined Allright in 1972.
Bijan Eghtedari, 39............... 1988 Senior Vice President since November 1998. Mr.
Eghtedari served as Regional Vice President from
December 1997 until November 1998 and as regional
manager from May 1994 until December 1997. He
previously served in various positions with the
Company, including general manager.
Mark Huth, 40..................... 1989 Senior Vice President -- New York Operations since
October 1999. Mr. Huth served as Regional Vice
President -- New York Region from January 1999
through October 1999, and as Regional Vice
President -- San Francisco Region from March 1996
through December 1998. He previously served in
various positions with the Company, including
regional and general manager.
Alan J. Kahn, 39.................. 1982 Senior Vice President -- European Operations since
April 1996. Mr. Kahn previously served in various
other positions with the Company, including general
and regional manager.
Daniel McKee, 45.................. 1999 Senior Vice President since March 1999. Mr. McKee
served in various positions with Allright
Corporation prior to the merger of Central Parking
and Allright in March 1999, including Vice
President and Director. Mr. McKee joined Allright
in 1979.
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
YEAR OF POSITIONS WITH THE COMPANY AND BUSINESS
NAME & AGE EMPLOYMENT EXPERIENCE FOR THE LAST FIVE YEARS
---------- ----------- -----------------------------------------------------
<S> <C> <C>
Benjamin F. Parrish, Jr., 43...... 1998 Senior Vice President and General Counsel since
August 1998. From 1993 to 1998, Mr. Parrish served
as Senior Vice President and General Counsel of
Smith & Nephew, Inc., a medical products company.
William R. Porter, 45............. 1996 Senior Vice President -- Acquisitions since November
1996. From 1991 to 1996, Executive Vice
President -- Marketing, Ace Parking, a parking
management company.
Gregory A. Susick, 40............. 1989 Senior Vice President since 1996. Mr. Susick
previously served in various positions with the
Company, including general and regional manager.
Jeff L. Wolfe, 40................. 1987 Senior Vice President since May 1994. Mr. Wolfe
previously served in various positions with the
Company, including general and regional manager.
Benjamin D. Wolfley, 39........... 1998 Vice President -- Controller since February 1998.
From 1993 to 1998, Mr. Wolfley served as Chief
Financial Officer, Vice President -- Finance and
Controller of Kyzen Corporation, a specialty
chemical manufacturer.
</TABLE>
13
<PAGE> 15
OWNERSHIP BY MANAGEMENT AND CERTAIN SHAREHOLDERS
The table below sets forth certain information regarding the beneficial
ownership of the Common Stock as of December 31, 1999, of (i) each person known
to the Company to beneficially own 5% or more of the Common Stock, (ii) each
director, nominee and Named Executive Officer, and (iii) all directors, nominees
and executive officers of the Company as a group. On that date, 36,837,177
shares were outstanding. Unless otherwise indicated, the persons listed below
have sole voting and investment power over the shares of the Common Stock
indicated.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
BENEFICIAL OWNERSHIP(1) PERCENT(1)
---------- ------------- ----------
<S> <C> <C>
Monroe J. Carell, Jr........................................ 8,577,019(2) 23.3%
2401 21st Avenue South, Suite 200, Nashville,
Tennessee 37212
The Carell Children's Trust(3).............................. 7,149,104 19.4%
800 Nashville City Center, 511 Union, Nashville,
Tennessee 37219
Apollo Real Estate Investment Fund II, L.P.................. 3,346,627 9.1%
c/o Apollo Real Estate Advisors II, L.P.
Two Manhattanville Road, Purchase,
New York 10577
AEW Partners, L.P........................................... 3,346,627 9.1%
225 Franklin Street, Boston,
Massachusetts 02110
James H. Bond............................................... 328,446(4) *
William S. Benjamin......................................... 11,370(5) *
Cecil Conlee................................................ 27,874(6) *
Marc L. Davdison............................................ 11,370(7) *
Edward G. Nelson............................................ 35,254(8) *
William C. O'Neil, Jr....................................... 36,304(9) *
Lowell Harwood.............................................. 35,131(10) *
Emanuel J. Eads............................................. 33,691(11) *
Alan J. Kahn................................................ 25,496(12) *
Gregory A. Susick........................................... 23,338(13) *
Lewis Katz.................................................. 679,258(14) 1.8%
Julia Carell Stadler........................................ 1,990,740(15) 5.4%
Directors and executive officers as a group (21 persons).... 10,013,545(16) 27.2%
</TABLE>
- ---------------
* Indicates less than 1%.
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares that such person or group has the
right to acquire within 60 days after the date set forth above, or with
respect to which such person otherwise has or shares voting or investment
power. For purposes of computing beneficial ownership and the percentages
of outstanding shares held by each person or group of persons on a given
date, shares which such person or group has the right to acquire within 60
days after such date are shares for which such person has beneficial
ownership and are deemed to be outstanding for purposes of computing the
percentage for such person, but are not deemed to be outstanding for the
purpose of computing the percentage of any other person.
(2) Includes options to purchase 18,060 shares of Common Stock granted pursuant
to the Key Personnel Plan and 149,999 shares held by the Monroe Carell, Jr.
Foundation. Excludes 7,149,104 shares held by The Carell Children's Trust
and other family trusts with respect to which Mr. Carell disclaims
beneficial ownership. See footnote 3.
14
<PAGE> 16
(3) The Carell Children's Trust is a trust created by Mr. Carell in 1987 for
the benefit of his children. The trustee is Equitable Trust Company.
(4) Includes 267,750 shares of restricted stock granted under the Company's
1995 Restricted Stock Plan in connection with Mr. Bond's Performance
Agreement, 2,250 shares held by his spouse, 2,275 shares held by the Emily
Bond Trust of which Mrs. Bond is trustee, 333 shares held by his daughter
and options to purchase 33,500 shares of Common Stock granted pursuant to
the Company's Key Personnel Plan.
(5) Includes 120 shares of restricted stock and options to purchase 11,250
shares of Common Stock. The amount indicated excludes shares held by Apollo
Real Estate Investment Fund II, L.P. ("Apollo"). Mr. Benjamin is a limited
partner in Apollo with an ownership interest of approximately 1.1%. In
addition, Mr. Benjamin is a partner in Apollo Real Estate Advisors II,
L.P., which is a general partner of Apollo. Mr. Benjamin disclaims
beneficial ownership of shares of Common Stock held by Apollo or its
affiliates.
(6) Includes 948 shares of restricted stock and options to purchase 24,750
shares of Common Stock.
(7) Includes 120 shares of restricted stock and options to purchase 11,250
shares of Common Stock. The amount indicated excludes shares held by AEW
Partners, L.P. ("AEW"). Mr. Davidson is a portfolio manager in the Private
Equity Investment Group of AEW Capital Management, L.P., an affiliate of
AEW. Mr. Davidson disclaims beneficial ownership of shares of Common Stock
held by AEW or its affiliates.
(8) Includes 4,500 shares held by Mr. Nelson's spouse, of which Mr. Nelson
disclaims beneficial ownership, 149 shares of restricted stock and options
to purchase 24,750 shares of Common Stock.
(9) Includes 149 shares of restricted stock and options to purchase 24,750
shares of Common Stock.
(10) Includes 445 shares of restricted stock and options to purchase 15,750
shares of Common Stock.
(11) Includes options to purchase 25,124 shares of Common Stock.
(12) Includes options to purchase 20,624 shares of Common Stock.
(13) Includes options to purchase 20,624 shares of Common Stock.
(14) Includes 667,779 shares of Common Stock owned by a partnership of which Mr.
Katz is a general partner, options to purchase 11,250 shares of the
Company's Common Stock and 149 shares of restricted stock.
(15) Includes options to purchase 11,250 shares of Common Stock, 149 shares of
Restricted Stock, 81,630 shares held by the 1996 Carell Grandchildren's
Trusts with respect to which Mrs. Stadler is a co-trustee, 20,000 shares
held by the Julia Carell Stadler Foundation with respect to which Mrs.
Stadler serves on the Board of Trustees and 1,889,014 shares held by
various trusts of which Mrs. Stadler serves on the committee which has
investment power with respect to Central Parking Common Stock held by such
trusts. This amount excludes 7,149,104 shares held by The Carell Children's
Trust with respect to which Mrs. Stadler is a beneficiary. See footnote 3.
This amount also excludes 3,119 shares held by her spouse and trusts for
the benefit of Mrs. Stadler's children of which Mrs. Stadler disclaims
beneficial ownership.
(16) Includes options to purchase 353,681 shares of the Company's Common Stock
and 269,979 shares of Restricted Stock.
15
<PAGE> 17
EXECUTIVE COMPENSATION
The following table summarizes information concerning cash and non-cash
compensation paid to or accrued for the benefit of Central Parking's Chief
Executive Officer and the persons who, during fiscal 1999, were the four other
most highly compensated executive officers of Central Parking (the "Named
Executive Officers") for all services rendered in all capacities to Central
Parking for the fiscal years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------------------
------------------------------------------- SECURITIES
OTHER RESTRICTED UNDERLYING ALL OTHER
NAME AND ANNUAL COMPEN- STOCK OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(1) SATION($)(2) AWARD(S)($) SARS (#)(3) SATION($)
------------------ ---- ------------ ----------- -------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Monroe J. Carell, Jr.......... 1999 500,000 170,006 -- -- 10,000 5,427(4)
Chairman and Chief 1998 66,476 500,000 -- -- 6,147 8,027(5)
Executive Officer 1997 66,476 500,000 -- -- 9,413 8,505(6)
James H. Bond................. 1999 425,000 240,850 -- -- 8,000 9,020(7)
President and Chief 1998 52,300 800,000 -- -- 9,000 5,213(7)
Operating Officer 1997 52,300 800,000 -- -- 9,000 5,690(7)
Emanuel J. Eads............... 1999 325,000 181,311 -- -- 6,000 9,015(8)
Executive Vice 1998 45,000 600,000 16,125 -- 6,750 5,203(8)
President 1997 45,000 600,000 16,125 -- 6,750 5,679(8)
Alan J. Kahn.................. 1999 250,500 433,560 -- -- 6,000 5,416(9)
Senior Vice President 1998 248,010 421,467 -- -- 6,750 5,175(9)
1997 228,676 277,010 -- -- 6,750 5,649(9)
Gregory A. Susick............. 1999 215,000 113,373 -- -- 6,000 8,990(10)
Senior Vice President 1998 80,000 300,000 15,675 -- 6,750 5,148(10)
1997 80,000 135,095 8,066 -- 6,750 5,619(10)
</TABLE>
- ---------------
(1) Includes amounts deferred under the Company's Profit Sharing and 401(k)
Savings Plan and the Deferred Stock Unit Plan.
(2) These amounts represent the dollar value of premium shares awarded under
the Company's Deferred Stock Unit Plan.
(3) These amounts represent the number of shares subject to options granted in
fiscal 1999, 1998 and 1997, respectively, under the Company's 1995
Incentive and Nonqualified Stock Option Plan for Key Personnel. No stock
appreciation rights were granted under this plan.
(4) Includes $2,627 allocated to Mr. Carell under the Company's Profit Sharing
and 401(k) Savings Plan and $2,800 in insurance premiums.
(5) Includes $5,227 allocated to Mr. Carell under the Company's Profit Sharing
and 401(k) Savings Plan and $2,800 in insurance premiums.
(6) Includes $5,705 allocated to Mr. Carell under the Company's Profit Sharing
and 401(k) Savings Plan and $2,800 in insurance premiums.
(7) Allocated to Mr. Bond under the Company's Profit Sharing and 401(k) Savings
Plan.
(8) Allocated to Mr. Eads under the Company's Profit Sharing and 401(k) Savings
Plan.
(9) Allocated to Mr. Kahn under the Company's Profit Sharing and 401(k) Savings
Plan.
(10) Allocated to Mr. Susick under the Company's Profit Sharing and 401(k)
Savings Plan.
16
<PAGE> 18
OPTION GRANTS
The following table reflects certain information with respect to options to
acquire shares of Central Parking's Common Stock granted under the Key Personnel
Plan to the Named Executive Officers during the fiscal year ended September 30,
1999. No stock appreciation rights were granted.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
----------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO BASE OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION --------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- -------------- ------------ -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Monroe J. Carell, Jr..................... 10,000 3.2 50.375 10/01/08 316,810 802,848
James H. Bond............................ 8,000 2.5 50.375 10/01/08 253,448 642,278
Emanuel J. Eads.......................... 6,000 1.9 50.375 10/01/08 190,086 481,709
Alan J. Kahn............................. 6,000 1.9 50.375 10/01/08 190,086 481,709
Gregory A. Susick........................ 6,000 1.9 50.375 10/01/08 190,086 481,709
</TABLE>
- ---------------
(1) The dollar amounts under these columns result from calculations assuming 5%
and 10% growth rates as set by the Securities and Exchange Commission and
are not intended to forecast future appreciation of Central Parking Common
Stock.
OPTION EXERCISES AND VALUES
The table below provides information as to exercises of options by the
Named Executive Officers during the 1999 fiscal year under the Key Personnel
Plan and the year-end value of unexercised options. Central Parking has granted
no stock appreciation rights.
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
AND PERIOD-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL YEAR-
SHARES FISCAL YEAR-END(#) END($)(1)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---- -------------- ----------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Monroe J. Carell, Jr.......... -- -- 15,560/10,000 75,304/0
James H. Bond................. -- -- 27,000/17,000 436,500/18,000
Emanuel J. Eads............... -- -- 20,249/12,751 327,371/13,504
Alan J. Kahn.................. -- -- 15,749/12,751 231,746/13,504
Gregory A. Susick............. -- -- 15,749/12,751 231,746/13,504
</TABLE>
- ---------------
(1) This amount represents the aggregate number of options multiplied by the
difference between $29.25, the fair market value of Central Parking Common
Stock at September 30, 1999 and the exercise price for each option.
EMPLOYMENT AGREEMENTS
Central Parking has entered into employment agreements with each of its
executive officers, including Messrs. Carell, Bond, Eads, Kahn and Susick. The
employment agreements provide for base salary and annual performance-based bonus
payments. Each employee can draw up to fifty percent (50%) of his budgeted bonus
prior to the fiscal year-end. The employment agreements generally are for a term
of one year and may be terminated by either party upon 30 days' written notice
except that termination for theft, embezzlement,
17
<PAGE> 19
fraud, or intentional mishandling of Company funds shall be effective
immediately. Upon termination of the employment agreement, the employee is
prohibited from competing with Central Parking for a period of one year within
50 miles of any county or independent city in which the employee rendered
services to or for Central Parking. Central Parking has entered into an
agreement with Mr. Bond providing for a severance payment to Mr. Bond in cash or
stock, at Central Parking's election, in an amount equal to three weeks of Mr.
Bond's total compensation for each year of employment with Central Parking, upon
the termination of Mr. Bond's employment with Central Parking for any reason
other than fraud or intentional malfeasance. At September 30, 1999, such
severance payment would equal approximately $1,338,000.
Mr. Carell and Central Parking are parties to a deferred compensation
agreement that entitles Mr. Carell to annual payments of $500,000 for a period
of ten years following his termination, for any reason other than death, in
exchange for a covenant not to compete. Thereafter, Mr. Carell is entitled to
annual payments of $300,000 until his death and, in the event his wife survives
him, she is entitled to annual payments of $300,000 until her death.
Mr. Bond and Central Parking are parties to a Performance Unit Agreement
pursuant to which Central Parking issued Mr. Bond 267,750 shares of Common Stock
under Central Parking's 1995 Restricted Stock Plan, together with the right to
receive until his normal retirement or, if earlier, the date of termination of
his employment, additional shares of restricted Common Stock in an amount
determined by a formula based upon Central Parking's performance over such
period. The shares were granted in lieu of the Company's obligations to Mr. Bond
under a previous agreement. If Mr. Bond voluntarily terminates his employment
with Central Parking before his normal retirement, or if Central Parking
terminates his employment for cause, all shares of Common Stock to be received
under the Restricted Stock Plan are forfeited. The value of the restricted
shares was $7,831,688 on September 30, 1999.
DIRECTOR COMPENSATION
Non-employee directors of Central Parking receive a fee of $5,000 and
$1,000 worth of restricted stock for each regular board meeting attended and
$1,000 for all other special meetings attended. Under the 1995 Nonqualified
Stock Option Plan for Directors, an option to acquire 11,250 shares is granted
to each director upon his initial election to the Board and an option to
purchase 4,500 shares of Common Stock is awarded to each director serving on the
Board on the last day of Central Parking's fiscal year who has served in such
capacity for at least six months during the fiscal year. In lieu of cash
compensation, directors may elect to receive shares of restricted stock under
the 1995 Restricted Stock Plan. Directors who are employees of Central Parking
or its affiliates do not receive additional compensation for services as a
director of Central Parking. All directors are reimbursed for actual expenses
incurred in connection with attending meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
During Central Parking's fiscal year ended September 30, 1999, the Board
held four meetings. The Board has an Audit Committee and a Compensation
Committee, each of which was formed in August 1995. The Board does not have a
standing Nominating Committee. During fiscal 1999, the Audit Committee held one
meeting and the Compensation Committee held one meeting. During fiscal 1999, all
of the current directors of Central Parking attended at least 75% of the
aggregate number of meetings of the Board and the respective committees of the
Board on which they served.
The Compensation Committee, which is comprised of Messrs. Benjamin, Conlee,
Harwood, Katz, O'Neil, and Stadler is responsible for reviewing and recommending
the appropriate compensation and benefits of officers of Central Parking,
considering and making grants and awards under and administering Central
Parking's 1995 Incentive and Nonqualified Stock Option Plan for Key Personnel
and overseeing Central Parking's various other compensation and benefit plans.
The Audit Committee, which is comprised of Messrs. Nelson, Davidson and
O'Neil, is responsible for overseeing the auditing procedures and financial
reporting of Central Parking, reviewing the general scope of Central Parking's
annual audit and the fees charged by Central Parking's independent certified
public accountants, determining the duties and responsibilities of the internal
auditors, receiving, reviewing and
18
<PAGE> 20
accepting the reports of Central Parking's independent certified public
accountants, and overseeing Central Parking's systems of internal accounting and
management controls.
COMPENSATION PURSUANT TO PLANS
EPS Compensation Program
The Central Parking Corporation EPS Compensation Program for Senior
Executives, which became effective in fiscal 1999, is designed to align senior
executives' compensation more closely with the interests of the Company's
shareholders. Under the plan, cash bonuses are based on growth in earnings per
share, which is generally viewed as the primary determinant of a company's stock
price. Total cash compensation under the plan is limited to 120% of base salary
and target bonus levels. Any additional compensation that is due in the event
EPS exceeds the target levels is paid in the form of options. The plan is
administered by the Board of Directors of the Company. As of September 30, 1999,
10 executive officers (two of whom are directors) were participants in the plan.
A total of $1,067,299 was paid to plan participants for fiscal 1999.
1995 Incentive and Nonqualified Stock Option Plan for Key Personnel
The Company's 1995 Incentive and Nonqualified Stock Option Plan for Key
Personnel is described under Proposal II.
1995 Restricted Stock Plan
In August 1995, Central Parking's Board of Directors and shareholders
adopted the Restricted Stock Plan under which restricted shares of Common Stock
are available for grant to directors, officers and other key employees and
consultants of Central Parking and its subsidiaries. The plan is administered by
the Board of Directors or a committee designated by the Board, which has the
authority to select participants, make stock awards, determine the size and
terms of stock awards (subject to the terms of the plan) and to make other
determinations with respect to the plan. A participant vests in shares awarded
under the plan in accordance with the vesting schedule determined by the Board
(or the committee designated by the Board to administer the plan), except that a
participant vests fully in any shares awarded under the plan in the event of a
change of control, as defined in the plan. As of September 30, 1999, two
executive officers (one of whom is also a board member), eight non-employee
directors and three key employees held a total of 279,311 shares under the
Restricted Stock Plan. The Restricted Stock Plan allows for the issuance of up
to 2,317,500 shares of Common Stock, in the aggregate, when taken together with
shares available for grant under the Key Personnel Plan. If the amendment to the
Key Personnel Plan described under Proposal II is approved by the shareholders,
an additional 1,500,000 shares of Company Common Stock will be available, in the
aggregate, for grant under the Restricted Stock Plan and the Key Personnel Plan.
Each non-employee director receives a restricted stock award of $1,000 worth of
restricted stock for attendance at each Board meeting.
1995 Nonqualified Stock Option Plan for Directors
The Company's 1995 Nonqualified Stock Option Plan for Directors is
described under Proposal III.
1996 Employee Stock Purchase Plan
The Company maintains an employee stock purchase plan that qualifies under
Section 423 of the Internal Revenue Code and permits substantially all of
Central Parking's domestic employees (including executive officers) to purchase
shares of the Company's Common Stock. The plan authorizes the issuance of up to
450,000 shares of Common Stock. As of September 30, 1999, 175,400 shares had
been issued under this plan. Participating employees may purchase Common Stock
at a purchase price equal to 85% of the lower of the fair market value of the
Common Stock at the beginning or the end of the participation period.
Participation periods are annual and begin on April 1 of each year. Employees
may designate up to 10% of their annual salary (up to a maximum of $25,000) for
the purchase of Common Stock under the plan.
19
<PAGE> 21
Profit Sharing and 401(k) Savings Plan
Under the Central Parking System Profit Sharing and 401(k) Savings Plan,
the Company matches 100% of each participant's pre-tax contributions up to 3% of
compensation and matches 50% of the next 2% of compensation. All matching
contributions are 100% vested when made. Substantially all of Central Parking's
domestic employees (including executive officers) are eligible to participate in
the plan. The plan also allows profit sharing contributions to be made by the
Company. The Company determines the amount of profit sharing contributions, if
any, it will contribute to the plan each year. Profit sharing contributions are
allocated among participants based on years of service and total compensation
(up to $150,000). Profit sharing contributions generally vest over a five-year
period.
Deferred Stock Unit Plan
In February 1997, Central Parking's shareholders ratified the Deferred
Stock Unit Plan. The plan provides for the issuance of up to 375,000 shares of
Common Stock. Under the plan, key employees designated to participate in the
plan automatically defer ten percent of their annual cash compensation, unless
they elect otherwise. Participants may also elect to defer additional amounts of
their cash compensation up to a combined maximum of 50% of total cash
compensation. Amounts deferred under the plan are converted into stock units,
which generally represent the right to receive the number of shares equal to the
dollar amount of the deferral divided by the fair market value of the Company's
Common Stock on the date the last cash payment for such year would have been
made. For deferrals in excess of 10% of total compensation, the number of shares
granted to participants is increased by 25%. These premium shares vest ratably
over a four-year period. A participant's stock unit account is paid to the
participant or his designee upon the participant's retirement, death,
termination of employment, commencement date selected by the participant at the
time the participant elects to make the deferral, or a change in control (as
defined in the plan) of the Company. Seven executive officers participated in
the plan in fiscal 1999.
20
<PAGE> 22
COMPENSATION COMMITTEE REPORT
The following Compensation Committee Report is not deemed to be part of a
document filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is not to be deemed
incorporated by reference in any documents filed under the Securities Act or
Exchange Act, without the express consent of the persons named below.
The Compensation Committee (the "Committee") of the Board reviews and
approves compensation levels for the Company's management personnel, including
the Named Executive Officers. The Committee, which was established in August
1995, held one meeting during the fiscal year ended September 30, 1999.
COMPENSATION PHILOSOPHY AND POLICIES FOR EXECUTIVE OFFICERS
The Company adopted the EPS Compensation Program for Senior Executives in
September 1998. This new program, which became effective for fiscal 1999, is
designed to align senior executives' compensation more closely with the
interests of the Company's shareholders. The program is limited to senior
executives with the potential to materially affect the success of the entire
company. Ten senior executives, including four of the Named Executive Officers,
participated in this program in fiscal 1999. The compensation program for other
management personnel remains unchanged and is based on the profit performance of
each manager's geographic area of responsibility.
The program's components include base salary, bonus, stock options and
stock ownership. As a part of the new program, the Company adjusted base
salaries to bring them in line with similar public companies. Bonuses are based
on growth in earnings per share, which is generally viewed as the primary
determinant of a company's stock price. A pre-determined amount of stock options
are awarded to senior executives each year. In addition, if earnings per share
exceed targeted levels, participants in the program will receive a combination
of cash and options as additional compensation. The total of base salary, target
bonus and the value of the stock options granted to each participant represents
the total target compensation of each participant. Total cash compensation under
the program is limited to 120% of base salary and target bonus. Any compensation
in excess of the 120% cash cap that is due in the event EPS exceeds targeted
levels is paid in the form of stock options. Total compensation payable under
the program is equal to the cash cap plus 1.2 times the value of the options
initially granted.
The Company also seeks to align the interests of senior management with the
interests of the Company's shareholders through stock ownership. The program
sets forth specific stock ownership guidelines for senior executives. All "full
value" shares, including stock units held in the Company's Deferred Stock Unit
Plan, may be used to satisfy the ownership requirements. Stock options are
excluded from this calculation.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Monroe Carell, the Company's Chairman and Chief Executive Officer, is a
participant in the Company's EPS Compensation Program for Senior Executives. In
fiscal 1999, Mr. Carell's base salary was $500,000 and his bonus was $170,006.
Mr. Carell's bonus was based on growth in the Company's earnings per share in
fiscal 1999.
THIS REPORT IS SUBMITTED BY WILLIAM S. BENJAMIN, CECIL CONLEE, LOWELL
HARWOOD, LEWIS KATZ, WILLIAM C. O'NEIL, JR., AND JULIA C. STADLER, BEING ALL OF
THE MEMBERS OF THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD DURING THE 1999
FISCAL YEAR.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Benjamin, Conlee, Harwood, Katz, O'Neil, and Stadler served as
members of the Compensation Committee of the Company's Board of Directors during
fiscal 1999. Messrs. Harwood and Katz have certain business relationships with
the Company. See "Certain Transactions". No interlocking relationship exists
between the members of the Company's Board of Directors or Compensation
Committee and the board of directors or compensation committee of any other
company.
21
<PAGE> 23
CERTAIN TRANSACTIONS
The Company leases two properties from an entity 50% owned by Monroe
Carell, Jr., the Company's Chairman and Chief Executive Officer, and 50% owned
by Mr. Carell's three daughters, including Julia Carell Stadler, a director
since March 1999. The leases, which were entered into in 1995, are for a term of
ten years and provide for base rent of $290,000 plus percentage rent. Total rent
expense for fiscal 1999, including percentage rent, was $531,000. Management
believes such transactions have been on terms no less favorable to the Company
than those that could have been obtained from unaffiliated persons.
The Company manages four parking facilities for companies owned in whole or
in part by Lowell Harwood, a director of the Company since June 1997. Central
Parking received approximately $100,000 in management fees for these facilities
in fiscal 1999. In November 1998, the Company entered into a lease with GHG
Realty LLC ("GHG") for office space in New York City for its city and regional
offices. Mr. Harwood owns 25% of GHG. The Company paid $184,167 in rent to GHG
in fiscal 1999. In addition, Mr. Harwood received a facilitator's fee of
$100,000 for his assistance in the Company's purchase of a leasehold interest in
a parking facility in New York.
In connection with the Company's acquisition of Kinney System Holding Corp.
("Kinney") in February 1998, the Company entered into a consulting agreement
with Lewis Katz, one of the principal shareholders of Kinney and a director of
the Company since May 1998. Under this agreement, Mr. Katz is entitled to
receive a base consulting fee of $200,000 a year beginning in February 1999 and
continuing for a period of four years. The agreement also provides certain
incentives to Mr. Katz to seek new business opportunities for the Company. In
this regard, Mr. Katz is entitled to receive a "participating consulting fee"
equal to 10% of "adjusted operating income," as defined in the agreement, from
the operation of any new leased or managed parking facilities that Mr. Katz
secures for the Company. This participating consulting fee, which is to be paid
for a period of five years from the commencement date of the parking facility,
is to be paid only to the extent adjusted operating income from these new
locations exceeds $200,000. In fiscal 1999, Mr. Katz received $200,000 under the
consulting agreement.
A subsidiary of the Company entered into a limited partnership agreement
with Arizin Ventures, L.L.C. ("Arizin"), a company owned by Lewis Katz, in
fiscal 1999. The Company serves as the general partner of the partnership and
Arizin serves as the limited partner. Under the partnership agreement, Katz has
agreed to seek new business opportunities in the form of leases and management
contracts to operate parking facilities as well as renewals of existing leases
and contracts as requested by the Company. The Company operates all of the
partnership's parking facilities. The Company owns 70% of the partnership and
Arizin owns 30%. The partnership agreement provides that the net profit or loss
of the partnership equals the combined lot level profit of each of the parking
facilities operated by the partnership. Katz receives an administrative fee of
$50,000 per quarter as long as he remains active in seeking new contracts or
renewals for the partnership. Cash flow, after expenses, is distributed to the
partners semi-annually. Mr. Katz is not entitled to receive the "participating
consulting fee" under his consulting agreement (described above) for any
opportunities presented to the partnership. The partnership agreement provides
that the Company has the right to purchase Katz' interest in the partnership at
fair market value in certain circumstances, including Katz' death or incapacity.
Fair market value will be determined by independent appraisal. Arizin received
$418,375 from the partnership in fiscal 1999.
22
<PAGE> 24
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of the
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Such executive officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. The SEC requires public companies to disclose in
their proxy statements whether persons required to make such filings missed or
made late filings. During fiscal 1999, all such filings and disclosure
requirements were met within the time allowed for all persons subject to Section
16(a).
PROPOSALS OF STOCKHOLDERS FOR 2001 ANNUAL MEETING
Shareholders intending to submit proposals for presentation at the 2001
Annual Meeting of Shareholders of the Company and inclusion in the Proxy
Statement and form of proxy for such meeting must submit the proposal to the
Company no later than September 16, 2000. Shareholders who intend to present a
proposal at the 2001 Annual Meeting of Shareholders without inclusion of such
proposal in the Company's proxy materials are required to provide notice of such
proposal to the Company no later than November 30, 2000. Shareholders should
forward such proposals to Henry J. Abbott, Secretary, Central Parking
Corporation, 2401 21st Avenue South, Suite 200, Nashville, Tennessee 37212.
Proposals must be in writing. Proposals should be sent to the Company by
certified mail, return receipt requested. The Company reserves the right to
reject, rule out of order, or take other appropriate action with respect to any
proposal that does not comply with these and other applicable requirements.
AUDITORS
The firm of KPMG LLP has served as the Company's independent public
accountants since September 30, 1991, and has been selected to serve in such
capacity for the fiscal year ended September 30, 2000. A representative of KPMG
LLP will attend the Annual Meeting to respond to questions from shareholders and
to make a statement if such representative so desires.
23
<PAGE> 25
STOCK PERFORMANCE GRAPH
The stock price performance graph depicted below is not deemed to be part
of a document filed with the SEC pursuant to the Securities Act or the Exchange
Act and is not to be deemed incorporated by reference in any documents filed
under the Securities Act or the Exchange Act without the express consent of the
Company.
The graph below compares the total cumulative return of the Company's
Common Stock with the securities of entities comprising the S&P 500 Index and
S&P Specialized Services Index. Cumulative return assumes $100 invested in the
Company or the respective index on October 10, 1995, with no dividend
reinvestment. Since there is no industry Peer Group, the Company utilized the
S&P Specialized Services Index. The graph presents information since the
Company's initial public offering date, October 10, 1995, to September 30, 1999.
<TABLE>
<CAPTION>
CENTRAL PARKING
CORPORATION S&P 500 S&P SPECIALIZED SERVICES
--------------- ------- ------------------------
<S> <C> <C> <C>
10/10/95 100 100 100
9/30/96 272 147 134
9/30/97 394 206 165
9/30/98 630 225 109
9/30/99 366 288 111
</TABLE>
24
<PAGE> 26
EXHIBIT A
AMENDMENT TO THE CENTRAL PARKING CORPORATION 1995 INCENTIVE AND
NONQUALIFIED STOCK OPTION PLAN FOR KEY PERSONNEL
The Central Parking Corporation 1995 Incentive and Nonqualified Stock
Option Plan (the "Plan") is hereby amended by deleting Section 3 of the plan in
its entirety and replacing such section with the following:
3. STOCK SUBJECT TO THE PLAN. There will be reserved for issuance
under the Plan and under the Corporation's 1995 Restricted Stock Plan an
aggregate of 3,817,500 shares of Common Stock, which will be authorized and
unissued Common Stock. If an Option expires or terminates for any reason
without being exercised in full, the shares subject thereto which have not
been purchased will again be available for purposes of the Plan. The number
of shares as to which Options may be granted under the Plan will be
proportionately adjusted, to the nearest whole share, in the event of any
stock dividend, stock split, reorganization, merger, consolidation, share
combination or similar recapitalization involving the Common Stock or any
spin-off, spin-out or other significant distribution of assets of
stockholders for which the Corporation receives no consideration. In the
event that there is an insufficient number of authorized shares of Common
Stock available to allow exercise of the Options on the date of any grant
hereunder, such Options will not be exercisable until there are sufficient
shares of Common Stock authorized for issuance.
25
<PAGE> 27
EXHIBIT B
AMENDMENT TO THE CENTRAL PARKING CORPORATION 1995 NONQUALIFIED STOCK
OPTION PLAN FOR DIRECTORS
The Central Parking Corporation 1995 Nonqualified Stock Option Plan for
Directors (the "Plan") is hereby amended by deleting Section 3 of the Plan in
its entirety and replacing such section with the following:
3. STOCK SUBJECT TO THE PLAN. There will be reserved for issuance
upon exercise of Options 475,000 shares of Common Stock, which will be
authorized and unissued Common Stock. If an Option expires or terminates
for any reason without being exercised in full, the shares subject thereto
which have not been purchased will again be available for purposes of the
Plan. The number of shares as to which Options may be granted under the
Plan will be proportionately adjusted, to the nearest whole share, in the
event of any stock dividend, stock split, share combination or similar
recapitalization involving the Common Stock, any merger, consolidation or
reorganization, or any spin-off, spin-out or other significant distribution
of assets of stockholders for which the Corporation receives no
consideration. In the event that there is an insufficient number of
authorized shares of Common Stock available to allow exercise of the
Options on the date of any grant hereunder, such Options will not be
exercisable until there are sufficient shares of Common Stock authorized
for issuance.
26
<PAGE> 28
PROXY CENTRAL PARKING CORPORATION PROXY
ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 15, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Monroe J. Carell, Jr. and Stephen A.
Tisdell, or either of them, as proxies, with power of substitution, to vote all
shares of the undersigned at the Annual Meeting of Shareholders of Central
Parking Corporation, to be held on Tuesday, February 15, 2000, at 10:00 a.m.
Central Standard Time, at the Company's headquarters located at 2401 21st Avenue
South, Third Floor, Nashville, Tennessee, and at any adjournments or
postponements thereof, in accordance with the following instructions:
(1) ELECTION OF DIRECTORS:
<TABLE>
<S> <C> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary below) listed below
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE CHECK
THE BOX TO VOTE "FOR" ALL NOMINEES AND STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW.)
Monroe J. Carell, Jr., James H. Bond, William S. Benjamin, Cecil Conlee, Marc L.
Davidson, Lewis Katz, Edward G. Nelson,
William C. O'Neil, Jr., and Julia Carell Stadler
(2) TO APPROVE AN AMENDMENT TO THE COMPANY'S 1995 INCENTIVE AND NONQUALIFIED
STOCK OPTION PLAN FOR KEY PERSONNEL TO INCREASE THE SHARES RESERVED FOR
ISSUANCE UNDER SUCH PLAN BY 1,500,000:
[ ] FOR APPROVAL OF THE AMENDMENT [ ] AGAINST APPROVAL OF THE AMENDMENT
[ ] ABSTAIN
(3) TO APPROVE AN AMENDMENT TO THE COMPANY'S 1995 NONQUALIFIED STOCK OPTION PLAN
FOR DIRECTORS TO INCREASE THE SHARES RESERVED FOR ISSUANCE UNDER SUCH PLAN
BY 250,000:
[ ] FOR APPROVAL OF THE AMENDMENT [ ] AGAINST APPROVAL OF THE AMENDMENT
[ ] ABSTAIN
(Continued on reverse side)
(Continued from other side)
(4) IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
[ ] FOR DISCRETION [ ] AGAINST DISCRETION [ ] ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR THE NOMINEES IN THE ELECTION
OF DIRECTORS, FOR PROPOSALS 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY.
Dated: , 2000
---------------------
--------------------------------
Dated: , 2000
---------------------
--------------------------------
Signatures of shareholder(s)
should correspond exactly with
the names printed hereon. Joint
owners should each sign
personally. Executors,
administrators, trustees, etc.,
should give full title and
authority.
