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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended.........................................March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number.................................................001-13950
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CENTRAL PARKING CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CENTRAL PARKING CORPORATION
2401 21st Avenue South, Suite 200
Nashville, TN 37212
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Index to Financial Statements and Exhibits
Independent Auditor's Report of KPMG LLP
Statement of Net Assets at March 31, 2000 and 1999
Statement of Changes in Net Assets for years ended March 31, 2000, 1999
and 1998
Notes to Financial Statements
Exhibit 23 - Consent of KPMG LLP
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Independent Auditors' Report
The Administrative Committee
Central Parking Corporation 1996
Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets of the Central Parking
Corporation 1996 Employee Stock Purchase Plan as of March 31, 2000 and 1999, and
the related statements of changes in net assets for each of the years in the
three-year period ended March 31, 2000. These financial statements are the
responsibility of the Plan's Administrative Committee. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Central Parking Corporation 1996
Employee Stock Purchase Plan as of March 31, 2000 and 1999, and the changes in
net assets for each of the years in the three-year period ended March 31, 2000
in conformity with accounting principles generally accepted in the United States
of America.
KPMG LLP
Nashville, Tennessee
June 23, 2000
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CENTRAL PARKING CORPORATION 1996
EMPLOYEE STOCK PURCHASE PLAN
Statements of Net Assets
March 31, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
Net assets $ -- --
</TABLE>
See accompanying notes to the financial statements
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CENTRAL PARKING CORPORATION 1996
EMPLOYEE STOCK PURCHASE PLAN
Statements of Changes in Net Assets
Years ended March 31, 2000, 1999, and 1998
<TABLE>
<CAPTION>
2000 1999 1998
<S> <C> <C> <C>
Employee contributions $ 1,482,588 $ 1,478,031 $ 966,200
Reimbursement of contributions to
terminated employees (251,136) (76,471) (40,656)
Disbursements to purchase common stock
of Central Parking Corporation (1,231,452) (1,401,560) (925,544)
----------- ----------- ---------
Net increase in net assets -- -- --
Net assets:
Beginning of year -- -- --
End of year $ -- $ -- $ --
</TABLE>
See accompanying notes to the financial statements
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CENTRAL PARKING CORPORATION 1996
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
March 31, 2000
(1) DESCRIPTION OF THE PLAN
The following is a brief description of the Central Parking Corporation
1996 Employee Stock Purchase Plan ("the Plan"). Participants should refer
to the Plan agreement for a more complete description of the Plan's
provisions.
(A) GENERAL
The Plan was adopted by the Board of Directors and shareholders of
Central Parking Corporation ("the Company") for the benefit of its
employees. It became effective on April 1, 1996.
(B) ELIGIBILITY
Employees of the Company's subsidiaries are eligible to
participate in the Plan if they meet the following criteria:
(a) Are a permanent employee of the Company;
(b) Work 20 hours or more per week;
(c) Work more than five months per year;
(d) Are employed for three consecutive months by January 1
prior to the start of the Plan year; and
(e) Have not withdrawn from the Plan in the past six months.
An employee may choose to withdraw from the Plan at any time.
Within sixty days of the Company receiving written notice of
withdrawal, all accumulated contributions will be returned to the
employee. That employee is then precluded from participation in
the Plan for a period of six months. Participants that terminate
employment with the Company prior to March 31 of any Plan year are
not eligible to remain in the Plan. Accordingly, any accumulated
contributions are returned to the employee.
(C) CONTRIBUTIONS
Participants in the Plan can elect to contribute from a minimum of
$3 per weekly payroll ($6 per biweekly payroll) to a maximum of
10% of their total annual salary. Contributions are made through
payroll deductions on an after tax basis. The
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Company holds contributions until the end of the Plan year at
which point common stock of the Company is purchased and
distributed to the contributing participants.
Participants may change their contribution elections annually at
the beginning of the Plan year. Change requests must be received
during the annual enrollment period in January prior to each Plan
year.
(D) STOCK PURCHASE PROVISIONS
On March 31 of each Plan year, the Plan purchases stock from the
Company at a price equal to 85% of the lower of the closing stock
price on either the first or last day of the Plan year. Such stock
is immediately distributed to the Plan participants. At April 1,
1997 and March 31, 1998, the Company's closing stock price was
$16.25 and $47.75, respectively. Accordingly, the Plan, on behalf
of the participants, purchased stock at $13.813 (85% of $16.25)
for the Plan year ended March 31, 1998. At April 1, 1998 and March
31, 1999, the Company's closing stock price was $47.125 and
$34.50, respectively. Accordingly, the Plan, on behalf of the
participants, purchased stock at $29.325 per share (85% of $34.50)
for the Plan year ended March 31, 1999. At April 1, 1999 and March
31, 2000, the Company's closing stock price was $34.50 and $20.00,
respectively. Accordingly, the Plan purchased stock at $17 per
share (85% of $20.00) for the Plan year ended March 31, 2000. The
fair market value of the stock acquired through the Plan by any
one participant cannot exceed $25,000 in one calendar year as
dictated by Internal Revenue Code Section 423.
Shares purchased by the Plan on behalf of the participants are
transferred into a brokerage account in the employee's name. At
March 31, 2000, 1999, and 1998, 72,479, 47,794, and 67,007 shares,
respectively, were transferred to participants' brokerage
accounts. At April 1, 2000, 202,196 shares remained available for
issuance under the Plan.
(E) VESTING
Participants are automatically vested in all amounts contributed
to the Plan. In the event that a participant withdraws from the
Plan, all amounts previously deducted from the employee's pay are
returned to the employee. Shares acquired by participants can be
sold at any time. However, if a sale occurs within one year of the
exercise date, the participant must notify the Company of the
sale.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF ACCOUNTING AND OPERATION OF THE PLAN
The accompanying financial statements are prepared on the accrual
basis of accounting. The Plan accumulates contributions through
payroll deductions. At the
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end of the Plan year, the accumulated contributions are used to
purchase shares of the Company stock in each participant's name.
(B) INVESTMENTS
The Plan holds no investments at March 31, 2000 and 1999 or
throughout the Plan year. Contributions accumulated throughout the
Plan year are held by the Company on behalf of the Plan in a
noninterest bearing account.
(C) PLAN EXPENSES
The Company pays all of the expenses of the Plan.
(3) INCOME TAX STATUS
The Plan is intended to be an employee stock purchase plan as defined in
Section 423 of the Internal Revenue Code (the Code) of 1986. Accordingly, the
Plan is designed to be exempt from income taxes. Management believes that the
Plan has been operated in accordance with the Code and therefore no provision
for income taxes has been reflected in the accompanying financial statements.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Central Parking Corporation 1996
Employee Stock Purchase Plan
Date: June 29, 2000 By: /s/ Ben D. Wolfley
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Benjamin D. Wolfley
Vice-president, Controller
