<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
Thursday, February 15, 2001 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 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, 2000,
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 9, 2001
<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, 2001
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 Thursday, February 15, 2001, at 10:00 a.m. (Central Standard Time)
(the "Annual Meeting") for the following purposes:
1. To elect ten directors for the term ending at the Annual Meeting of
Shareholders to be held in 2002;
2. 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 December 20, 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 9, 2001
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, 2001
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 Thursday, February 15, 2001, 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 9, 2001, 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 December 20, 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 December 20, 2000, as the
record date for the meeting. Only shareholders of record at the close of
business on December 20, 2000, are entitled to notice of and to vote at the
Annual Meeting. At the close of business on such date, there were 36,129,375
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 (the "Annual Report") and
the Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (the
"Form 10-K") are being mailed concurrently with this Proxy Statement to all
holders of Common Stock of record at the close of business on December 20, 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, the Annual Report and the Form 10-K for distribution to beneficial
owners of the Company's Common Stock as of the record date. ADDITIONAL COPIES OF
THE ANNUAL REPORT AND 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].
EACH PROPERLY EXECUTED PROXY RECEIVED IN TIME FOR THE MEETING WILL BE VOTED
AS SPECIFIED THEREIN. IF NO SPECIFICATION IS MADE, THE SHARES REPRE-
3
<PAGE> 5
SENTED THEREBY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN WHO
ARE STANDING FOR ELECTION AS 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., 69............. 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, 58..................... 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), 36........... 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, 64...................... 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 Crow Holdings Industrial Trust. Mr. Conlee
serves as a trustee of Vanderbilt University. Mr.
Conlee is a past trustee of the Urban Land
Institute and The International Council of Shopping
Centers. He is a director of Central Atlanta
Progress and The Southern Center for International
Studies.
Marc L. Davidson (1), 41.............. 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 and The Linpro Company. Mr.
Davidson serves as a director of a number of
privately held real estate companies.
</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), 59.................... 1998 Mr. Katz was appointed to the Board of Directors of
the Company in May 1998. Mr. Katz is a private
investor. 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, 69.................. 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., 66............ 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 is currently a private investor. He is a
director of Advocat Inc., Sigma Aldrich Corporation
and American HealthWays, Inc.
Richard H. Sinkfield, 58.............. 2000 Mr. Sinkfield was appointed to the Company's Board of
Directors in June 2000. He is a Senior Partner with
the law firm of Rogers & Hardin LLP in Atlanta,
Georgia. Mr. Sinkfield served as Executive Vice
President and Chief Administrative Officer of
United Auto Group, Inc., an automobile retailer,
from July 1997 to March 1999, and as a director
from 1993 to 1999. He has served as a director of
the Weyerhaeuser Company, a paper products company,
since 1993. Mr. Sinkfield currently is a director
of the Metropolitan Atlanta Community Foundation,
Inc., a member of the Executive Board of the
Atlanta Area Council of the Boy Scouts of America
and a member of the Board of Trust of Vanderbilt
University. He is a former chairman of the Board of
Atlanta Urban League, Inc.
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
------------ -------- -----------------------------------------------------
<S> <C> <C>
Julia Carell Stadler, 41.............. 1999 Mrs. Stadler was employed in various capacities by
the Company from 1981 to 1986. Mrs. Stadler serves
on the Board of Directors of Vanderbilt Children's
Hospital and is a member of its Executive
Committee. She has also 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 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
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., 69.......... 1967 Chief Executive Officer and Chairman of the Board
since 1979.
James H. Bond, 58.................. 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
has responsibility for certain administrative and
policy-making functions and oversees the Company's
operations in the South, the Southwest, the Rocky
Mountain Region, the Mid-Atlantic Region, Mexico
and South America. He 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.
James J. Hagan, 41................. 2000 Senior Vice President and Chief Financial Officer
since June 2000. Mr. Hagan served as Executive Vice
President and Chief Financial Officer of Saturn
Retail Enterprises, an automobile retailer, from
April 1999 until June 2000. From June 1996 until
April 1999, he served as Executive Vice President
and Chief Financial Officer of Bruno's, Inc., a
retail grocery company that filed for Chapter 11
bankruptcy protection in February 1998. Prior to
June 1996, Mr. Hagan served as Executive Vice
President and Chief Financial Officer of Revco
D.S., Inc. (retail drug stores).
Daniel H. Baldwin, 50.............. 1999 Senior Vice President since March 1999. Mr. Baldwin
is responsible for the Company's operations in
Virginia, Washington, D.C., Alabama, Maryland, Ohio
and portions of Texas. He 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.
Robert Cizek, 36................... 1990 Senior Vice President since May 2000. Mr. Cizek is
responsible for the Company's operations in
Florida, Georgia, North Carolina and South
Carolina. He served as a regional manager for the
Company from March 1995 until his appointment as
Senior Vice President. Prior to March 1995, Mr.
Cizek served as a general manager and operations
manager for the Company.
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
YEAR OF POSITIONS WITH THE COMPANY AND BUSINESS
NAME & AGE EMPLOYMENT EXPERIENCE FOR THE LAST FIVE YEARS
---------- ---------- -----------------------------------------------------
<S> <C> <C>
Alan J. Kahn, 40................... 1982 Senior Vice President since April 1996. Mr. Kahn is
responsible for the Company's operations in the
Upper Midwest, Upstate New York, Canada and Europe.
He previously served in various other positions
with the Company, including general and regional
manager.
Daniel McKee, 46................... 1999 Senior Vice President since March 1999. Mr. McKee is
responsible for the Company's operations in the
Rocky Mountain Region, portions of Texas, the
Midwest and the South. He 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.
Benjamin F. Parrish, Jr., 44....... 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, 46.............. 1996 Senior Vice President-Acquisitions since November
1996. From 1991 to 1996. Mr. Porter served as
Executive Vice President-Marketing, Ace Parking, a
parking management company.
Gregory A. Susick, 41.............. 1989 Senior Vice President since 1996. Mr. Susick has
responsibility for the Company's operations in the
Northeast, including New York, Boston and
Philadelphia. He previously served in various
positions with the Company, including general and
regional manager.
Jeff L. Wolfe, 41.................. 1987 Senior Vice President since May 1994. Mr. Wolfe is
responsible for the Company's operations in
California, Arizona, Utah, Washington and
Vancouver, British Columbia. He previously served
in various positions with the Company, including
general and regional manager.
Theresa R. Chester, 44............. 1989 Vice President - Controller since October 2000. Ms.
Chester served as Operations Controller of the
Company from 1996 until her appointment as Vice
President - Controller. Prior to 1996, she was
Assistant Controller of the Company.
Richard A. Roedel, 55.............. 1999 Vice President - Human Resources since January 1999.
From January 1995 until January 1999, Mr. Roedel
was principal of Leadership Consulting Services, a
leadership and human resources consulting firm.
</TABLE>
9
<PAGE> 11
OWNERSHIP BY MANAGEMENT AND CERTAIN SHAREHOLDERS
The table below sets forth certain information regarding the beneficial
ownership of the Common Stock as of December 20, 2000, 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, 36,129,375
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........................................ 8,423,450(2) 23.30%
2401 21st Avenue South, Suite 200, Nashville, Tennessee
37212
The Carell Children's Trust (3)............................. 7,146,887 19.78%
800 Nashville City Center, 511 Union, Nashville, Tennessee
37219
Apollo Real Estate Investment Fund II, L.P.................. 3,346,627 9.26%
c/o Apollo Real Estate Advisors II, L.P.
Two Manhattanville Road, Purchase, New York 10577
AEW Partners, L.P........................................... 3,346,627 9.26%
225 Franklin Street, Boston, Massachusetts 02110
James H. Bond............................................... 335,887(4) *
William S. Benjamin......................................... 16,026(5) *
Cecil Conlee................................................ 38,175(6) *
Marc L. Davdison............................................ 16,080(7) *
Edward G. Nelson............................................ 44,464(8) *
William C. O'Neil, Jr....................................... 45,514(9) *
Emanuel J. Eads............................................. 38,537(10) *
Jeff L. Wolfe............................................... 23,828(11) *
Gregory A. Susick........................................... 26,554(12) *
Lewis Katz.................................................. 688,364(13) 1.90%
Richard H. Sinkfield........................................ 11,594(14) *
Julia Carell Stadler........................................ 2,003,615(15) 5.54%
Directors and executive officers as a group (23 persons).... 11,851,226(16) 32.43%
</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 22,560 shares of Common Stock granted pursuant
to the Key Personnel Plan, 149,999 shares held by the Monroe Carell, Jr.
Foundation and 1,677,149 shares held by the Monroe Carell, Jr. 2000 Grantor
Retained Annuity Trust. Excludes 7,146,887 shares held by The Carell
Children's Trust. See footnote 3.
(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
10
<PAGE> 12
by the Emily Bond Trust of which Mrs. Bond is trustee, 333 shares held by
his daughter and options to purchase 39,750 shares of Common Stock granted
pursuant to the Company's Key Personnel Plan. This amount excludes 700
shares held by the Andrew Bond Trust with respect to which Mr. Bond
disclaims beneficial ownership.
(5) Includes 156 shares of restricted stock and options to purchase 15,750
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 1,301 shares of restricted stock and options to purchase 33,750
shares of Common Stock.
(7) Includes 210 shares of restricted stock and options to purchase 15,750
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, 210 shares of restricted stock and options
to purchase 33,750 shares of Common Stock.
(9) Includes 210 shares of restricted stock and options to purchase 33,750
shares of Common Stock.
(10) Includes options to purchase 29,812 shares of Common Stock.
(11) Includes options to purchase 16,312 shares of Common Stock.
(12) Includes options to purchase 25,312 shares of Common Stock.
(13) Includes 667,779 shares of Common Stock owned by a partnership of which Mr.
Katz is a general partner, options to purchase 20,250 shares of the
Company's Common Stock and 106 shares of restricted stock.
(14) Includes options to purchase 11,250 shares of Common Stock and 144 shares
of Restricted Stock.
(15) Includes options to purchase 20,250 shares of Common Stock, 210 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 1,881,281 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 7,146,887 shares held by The Carell Children's
Trust with respect to which Mrs. Stadler is a beneficiary. See footnote 3.
This amount also excludes 5,200 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 419,296 shares of the Company's Common Stock
and 270,297 shares of Restricted Stock.
11
<PAGE> 13
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 the fiscal year ended September
30, 2000 ("fiscal 2000"), 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
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....... 2000 500,000 204,714 -- -- 8,000 5,591(4)
Chairman and Chief 1999 500,000 170,006 -- -- 10,000 6,138(5)
Executive Officer 1998 66,476 500,000 -- -- 6,147 6,808(6)
James H. Bond.............. 2000 425,000 290,624 -- -- 8,000 7,725(7)
President and Chief 1999 425,000 240,850 -- -- 8,000 8,342(7)
Operating Officer 1998 52,300 800,000 -- -- 9,000 5,213(7)
Emanuel J. Eads,........... 2000 325,000 218,702 -- -- 6,000 7,723(8)
Executive Vice 1999 325,000 181,311 -- -- 6,000 8,342(8)
President 1998 45,000 600,000 16,125 -- 6,750 5,203(8)
Gregory A. Susick.......... 2000 429,300 518,559 11,848 -- 6,000 45,786(9)
Senior Vice President 1999 215,000 113,373 -- 6,000 77,110(10)
1998 80,000 300,000 15,675 -- 6,750 5,148(11)
Jeff L. Wolfe.............. 2000 328,426 245,084 -- -- 6,000 7,716(12)
Senior Vice President 1999 215,000 103,513 -- -- 6,000 120,336(13)
1998 75,000 365,000 11,000 -- 6,750 5,630(12)
</TABLE>
---------------
(1) Includes amounts paid under the Company's EPS Compensation Program and
other bonus arrangements. Also 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 2000, 1999 and 1998, 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 $927 allocated to Mr. Carell under the Company's Profit Sharing
and 401(k) Savings Plan and $4,664 in insurance premiums.
(5) Includes $1,951 allocated to Mr. Carell under the Company's Profit Sharing
and 401(k) Savings Plan and $4,187 in insurance premiums.
(6) Includes $5,227 allocated to Mr. Carell under the Company's Profit Sharing
and 401(k) Savings Plan and $1,581 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) Includes $7,716 allocated to Mr. Susick under the Company's Profit Sharing
and 401(k) Savings Plan and $38,070 in relocation costs.
(10) Includes $8,324 allocated to Mr. Susick under the Company's Profit Sharing
and 401(k) Savings Plan and $68,786 in relocation costs.
(11) Allocated to Mr. Susick under the Company's Profit Sharing and 401(k)
Savings Plan.
(12) Allocated to Mr. Wolfe under the Company's Profit Sharing and 401(k)
Savings Plan.
(13) Includes $8,327 allocated to Mr. Wolfe under the Company's Profit Sharing
and 401(k) Savings Plan and $112,009 in relocation costs.
12
<PAGE> 14
OPTION GRANTS
The following table reflects certain information with respect to options to
acquire shares of Central Parking's Common Stock granted under Central Parking's
Key Personnel Plan to the Named Executive Officers during the fiscal year ended
September 30, 2000. No stock appreciation rights were granted.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
----------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO BASE OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION --------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- -------------- ------------ -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Monroe J. Carell, Jr...... 8,000 1.0 29.25 10/01/09 147,161 372,936
James H. Bond............. 8,000 1.0 29.25 10/01/09 147,161 372,936
Emanuel J. Eads........... 6,000 0.75 29.25 10/01/09 110,371 279,702
Gregory A. Susick......... 6,000 0.75 29.25 10/01/09 110,371 279,702
Jeff L. Wolfe............. 6,000 0.75 29.25 10/01/09 110,371 279,702
</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 with respect to exercises of options
by the Named Executive Officers during the fiscal year ended September 30, 2000
under Central Parking's 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.......... -- -- 18,060/15,500 0/0
James H. Bond................. -- -- 33,500/18,500 212,625/0
Emanuel J. Eads............... -- -- 20,624/13,876 159,468/0
Gregory A. Susick............. -- -- 25,124/13,876 106,312/0
Jeff L. Wolfe................. -- -- 20,624/13,876 0/0
</TABLE>
---------------
(1) This amount represents the aggregate number of options multiplied by the
difference between $19.8125, the fair market value of Central Parking Common
Stock at September 30, 2000 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, Susick and Wolfe. 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, fraud, or intentional
mishandling of Company funds shall be effective immediately. Executive
13
<PAGE> 15
officers who have served at least one year in their position are entitled to a
severance payment equal to one year of base salary in the event such officers
are terminated "without cause" (as defined in the agreement). Executive officers
who have served less than one year are entitled to a severance payment equal to
six months of base salary. Upon termination of the employment agreement, the
executive officer 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.
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 $5,304,797 on September 30, 2000.
DIRECTOR COMPENSATION
In fiscal 2000, non-employee directors of Central Parking received a fee of
$5,000 and $1,000 worth of restricted stock for each regular board meeting
attended and a fee of $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 fiscal 2000, the Board held four meetings. The Board has the
following committees: Audit, Compensation, Nominating and Disinterested
Shareholders. During fiscal 2000, the Audit Committee held four meetings and the
Compensation Committee held one meeting. The Nominating Committee and the
Disinterested Shareholders Committee did not meet. During fiscal 2000, 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
and Katz and Mrs. 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, O'Neil
and Sinkfield, 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 accepting the reports of Central
Parking's independent certified public accountants, and overseeing Central
Parking's systems of internal accounting and management controls.
14
<PAGE> 16
The Nominating Committee, which is responsible for identifying and
recommending to the Board nominees for director, is comprised of Messrs. Carell,
Conlee and Benjamin. The Nominating Committee will consider nominations made by
shareholders if they are submitted in writing to the Corporate Secretary and are
in accordance with the Company's nominating procedures, which may be obtained
from the Corporate Secretary.
The Disinterested Stockholders Committee, which is responsible for
reviewing related party transactions, is comprised of Messrs. O'Neil, Sinkfield
and Davidson.
COMPENSATION PURSUANT TO PLANS
EPS Compensation Program
The Central Parking Corporation EPS Compensation Program for Senior
Executives is designed to align senior executives' compensation 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, 2000, 13 executive officers (two of whom are
directors) were participants in the plan. A total of $1,430,467 was paid to plan
participants for fiscal 2000.
1995 Incentive and Nonqualified Stock Option Plan for Key Personnel
Under the 1995 Incentive and Nonqualified Stock Option Plan for Key
Personnel (the "Key Personnel Plan"), options to purchase an aggregate of
3,817,500 shares of Common Stock are authorized for grant to directors,
officers, and other key employees, consultants and advisors of Central Parking
and its subsidiaries. The Key Personnel Plan is administered by the Board of
Directors, which determines the vesting period and other terms of the options
granted under the plan. Options granted to date generally vest ratably over a
three or four-year period after the date of grant and expire on the tenth
anniversary of their grant. The vesting of certain options may be accelerated if
the Company achieves 102% of targeted earnings per share. The 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. Vested
options generally are exercisable for a period of three months after termination
of employment. In the event of a merger or consolidation in which the Company is
not the surviving corporation and the options are not assumed or substituted by
the surviving corporation, all options will become exercisable immediately prior
to such merger or consolidation. As of September 30, 2000, 14 executive officers
(two of whom are directors) and approximately 245 key employees held options to
purchase a total of 1,521,154 shares under the Key Personnel Plan.
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, 2000, one
executive officer who is also a board member and eight non-employee directors
held a total of 270,297 restricted shares under the plan. The Restricted Stock
Plan allows for the issuance of up to 3,817,500 shares of Common Stock, in the
aggregate, when taken together with shares available for grant under 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.
15
<PAGE> 17
1995 Nonqualified Stock Option Plan for Directors
In August 1995, Central Parking's Board of Directors and shareholders
adopted the 1995 Nonqualified Stock Option Plan for Directors under which
nonqualified options to purchase an aggregate of 475,000 shares of Common Stock
are authorized for grant to non-employee directors of Central Parking. Under the
plan, options to acquire 11,250 shares of Common Stock are granted to each
non-employee director upon the date of his or her initial election to the Board
of Directors. Additionally, each non-employee 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 automatically receives options to
acquire 4,500 shares of Common Stock. Vested options generally are exercisable
for a period of three months after a holder ceases to serve as a director of the
Company. In the event of a merger or consolidation in which the Company is not
the surviving corporation and the options are not assumed or substituted by the
surviving corporation, all options will become exercisable immediately prior to
such merger or consolidation. As of September 30, 2000, directors held options
to purchase an aggregate of 204,750 shares of Common Stock.
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, 2000, 247,900 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. A total of 72,479 shares were
issued at a purchase price of $17 per share to 1,180 employees in the most
recent plan year, which ended on March 31, 2000.
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
full-time domestic employees (including all 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 $170,000). Profit sharing contributions generally vest
over a five-year period. Total company contributions to the plan totaled
$2,500,000 for fiscal 2000, including $483,000 in profit sharing contributions
and $2,017,000 in company matching contributions.
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 are participants
in the plan.
16
<PAGE> 18
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, 2000.
COMPENSATION PHILOSOPHY AND POLICIES FOR EXECUTIVE OFFICERS
The EPS Compensation Program for Senior Executives, which was adopted in
September 1998 and became effective for fiscal 1999, is designed to align senior
executives' compensation 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. Thirteen senior executives,
including the Named Executive Officers, participated in this program in fiscal
2000. The compensation program for other management personnel remains 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 this program, the Company adjusts base salaries in
order to remain competitive with comparable 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. Executives with direct responsibility
for the Company's operations in a specific geographic area also are eligible to
receive a bonus based on the results of the operations within their area. 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. 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 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 2000, Mr. Carell's base salary was $500,000, which was unchanged from
fiscal 1999, and his bonus was $204,714. Mr. Carell's bonus was based on growth
in the Company's earnings per share in fiscal 2000.
COMPENSATION COMMITTEE:
William S. Benjamin
Cecil Conlee
Lewis Katz
Julia C. Stadler
17
<PAGE> 19
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Benjamin, Conlee, Katz, and Mrs. Stadler served as members of the
Compensation Committee of the Company's Board of Directors during fiscal 2000.
Mr. Katz has 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.
AUDIT COMMITTEE REPORT
The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities relating to the quality
and integrity of the Company's financial reports and financial reporting
processes and systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee (1) reviewed and discussed the audited
financial statements for the fiscal year ended September 30, 2000, with
management and KPMG LLP, the Company's independent auditors; (2) discussed with
the auditors the matters required to be disclosed by Statement on Auditing
Standards No. 61; and (3) received and discussed with the auditors the written
disclosures and the letter from the auditors required by Independence Standards
Board Statement No. 1. Based on the foregoing reviews and meetings, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
September 30, 2000, for filing with the Securities and Exchange Commission. The
Audit Committee also recommended the appointment of KPMG as the Company's
independent auditors for fiscal 2001.
The members of the Audit Committee are independent as defined in Sections
303.01(B)(2)(a) and (3) of the New York Stock Exchange's listing standards.
AUDIT COMMITTEE:
Ed Nelson, Chairman
Marc Davidson
Bill O'Neil
Richard Sinkfield
The Audit Committee Charter is included as Exhibit A to this Proxy
Statement.
18
<PAGE> 20
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. 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
2000, including percentage rent, was $434,000. In addition, the Company will
receive 25% of the gain in the event of a sale of these properties during the
term of the leases. Management believes such transactions have been on terms no
less favorable to the Company than those that could have been obtained from
unaffiliated persons.
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 2000, 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 the
fiscal year ended September 30, 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 $220,000 from the partnership in fiscal
2000.
On November 13, 2000, the Company advanced $300,000 in bonus payments to
Greg Susick, a senior vice president of the Company. The outstanding balance of
the advance was $69,157 as of December 31, 2000. The remaining balance will be
repaid from Mr. Susick's bonus payments during fiscal 2001.
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 2000, all such filings and disclosure
requirements were met within the time allowed for all persons subject to Section
16(a).
19
<PAGE> 21
PROPOSALS OF STOCKHOLDERS FOR 2002 ANNUAL MEETING
Shareholders intending to submit proposals for presentation at the 2002
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 12, 2001. Shareholders who intend to present a
proposal at the 2002 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 26, 2001. 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, 2001. 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.
20
<PAGE> 22
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, 2000.
<TABLE>
<CAPTION>
S&P
CENTRAL PARKING COMMERCIAL/CONSUMER
CORPORATION S&P 500 SERVICES
--------------- ------- -------------------
<S> <C> <C> <C>
10/10/95 100 100 100
9/30/96 272 147 134
9/30/97 381 206 165
9/30/98 630 225 109
9/30/99 366 288 111
9/30/00 248 326 77
</TABLE>
21
<PAGE> 23
EXHIBIT A
CENTRAL PARKING CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee (the "Committee") is appointed by the Board of
Directors to assist the Board in fulfilling its oversight responsibilities. The
Committee's primary duties and responsibilities are to:
- Monitor the quality and integrity of the Company's financial reporting
process and systems of internal controls.
- Monitor the independence and performance of the Company's independent
auditors and internal auditors.
- Review areas of potential significant financial risk of the Company.
- Provide an avenue of communication among the independent auditors,
internal auditors, management and the Board of Directors.
The duties of the Committee are ones of oversight. It is not the duty of
the Committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and prepared in accordance with
generally accepted accounting principles. The primary responsibility for the
Company's financial statements and internal controls rests with the Company's
management. Similarly, it is not the duty of the Committee to conduct
investigations or to assure compliance with laws and regulations or to monitor
the Company's legal compliance programs. The primary responsibility for these
matters also rests with the Company's management. The Board of Directors
recognizes that the Committee necessarily will rely on the advice and
information it receives from the Company's management, internal auditors and
independent auditors. Recognizing these inherent limitations on the scope of the
Committee's review, however, the Board expects the Committee to exercise
independent judgment in assessing the quality of the Company's financial
reporting process and its internal controls. The Board also expects that the
Committee will maintain free and open communication with the other directors,
the Company's independent and internal auditors and the financial management of
the Company.
II. Audit Committee Composition and Meetings
Committee members shall meet the requirements of the New York Stock
Exchange. The Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent nonexecutive
directors, free from any relationship that would interfere with the exercise of
his or her independent judgment. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the Committee shall
have accounting or related financial management expertise.
Committee members shall be appointed by the Board. If a Committee Chair is
not designated or present, the members of the Committee may designate a Chair by
majority vote of the Committee membership.
The Committee shall meet at least three times annually, or more frequently
as circumstances dictate. The Committee Chair shall prepare and/or approve an
agenda in advance of each meeting. The Committee should meet privately in
executive session at least annually with management, the independent auditors,
the internal auditors and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed. In addition, the
Committee, or at least its Chair, should communicate with management and the
independent auditors quarterly to review the Company's financial statements and
significant findings based upon the auditors' limited review procedures.
22
<PAGE> 24
III. Audit Committee Responsibilities and Duties
Review Procedures
1. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have the
document published at least every three years in accordance with SEC
regulations.
2. Discuss any significant changes to the Company's accounting principles
and any items required to be communicated by the independent auditors in
accordance with AICPA SAS 61 prior to the filing or distribution of
financial statements.
3. In consultation with management, the independent auditors and the
internal auditors, consider the integrity of the Company's financial
reporting processes and controls. Discuss significant financial risk
exposures and the steps management has taken to monitor, control, and
report such exposures.
4. Review with financial management and the independent auditors the
Company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and
independent auditors of significant issues regarding accounting
principles, practices, and judgments. If deemed appropriate, after
consideration of the reviews and discussion, recommend to the Board of
Directors that the financial statements be included in the Annual Report
on Form 10-K.
5. Review with financial management and the independent auditors the
Company's quarterly financial results prior to the release of earnings
or prior to the filing of the Company's quarterly reports with the
Securities and Exchange Commission. The Chair of the Committee may
represent the entire Committee for purposes of this review.
Independent Auditors
6. The independent auditors are ultimately accountable to the Committee and
the Board of Directors. The Committee shall review the independence and
performance of the auditors and annually recommend to the Board of
Directors the appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.
7. Approve the fees and other significant compensation to be paid to the
independent auditors.
8. On at least an annual basis, the Committee will require the independent
auditors to submit to the Committee a formal written statement
delineating all significant relationships between the auditors and the
Company that could impair auditor independence. The Committee should
review and discuss with the independent auditors all significant
relationships they have with the Company that could impair the auditors'
independence.
9. Review the independent auditors' audit plan in advance of the annual
audit - discuss scope, staffing, locations, reliance upon management,
and internal audit and general audit approach.
10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.
Internal Audit Function and Legal Matters
11. Review the Company's internal audit process, including budget, plan,
organizational structure and qualifications of personnel.
12. On at least an annual basis, review with the Company's counsel, any
legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, and inquiries received from regulators
or governmental agencies.
23
<PAGE> 25
Other Audit Committee Responsibilities
13. Annually prepare a report to shareholders as required by the Securities
and Exchange Commission. The report should be included in the Company's
annual proxy statement.
14. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the Board
deems necessary or appropriate.
15. The Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Committee has the ability to retain, at the Company's
expense, special legal, accounting, or other consultants or experts it
deems necessary in the performance of its duties.
16. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.
24
<PAGE> 26
PROXY CENTRAL PARKING CORPORATION PROXY
ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 15, 2001
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Monroe J. Carell, Jr. and James H. Bond, 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 Thursday, February 15, 2001, 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., Richard H. Sinkfield and Julia Carell Stadler.
(2) IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
[ ] FOR DISCRETION [ ] AGAINST DISCRETION [ ] ABSTAIN
(Continued on reverse side)
(Continued from other side)
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 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: , 2001
--------------------
--------------------------------
Dated: , 2001
--------------------
--------------------------------
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.
