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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended September 30, 1999.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from __________________________
to__________________________
Commission file number 001-13950
CENTRAL PARKING CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1052916
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2401 21st Avenue South,
Suite 200, Nashville, Tennessee 37212
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 297-4255
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Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Title of Each Class Name of each Exchange on which registered
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Common Stock $0.01 par Value New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the closing price of the Common Stock on the New York Stock
Exchange on December 24, 1999 was $221,225,461. For purposes of this response,
the registrant has assumed that its directors, executive officers, and
beneficial owners of 5% or more of its Common Stock are the affiliates of the
registrant.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
Class Outstanding at December 24, 1999
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Common Stock, $0.01 par value 36,837,177
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on February 15, 2000 are incorporated by reference into
Part III of this Form 10-K. Portions of the Registrant's Annual Report to
Shareholders for the fiscal year ended September 30, 1999 are incorporated by
reference into Parts I and II of this Form 10-K.
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PART I
ITEM 1. BUSINESS
GENERAL
Central Parking Corporation ("Central Parking" or the "Company") is a
leading provider of parking services operating, as of September 30, 1999, 4,810
parking facilities containing approximately 1,635,000 spaces in 42 states, the
District of Columbia, Puerto Rico, Canada, the United Kingdom, the Republic of
Ireland, Spain, Germany, Poland, Mexico, and Chile.
Central Parking provides parking management services at multi-level parking
facilities and surface lots. It also provides parking consulting, shuttle,
valet, parking meter enforcement, and billing and collection services. Central
Parking operates parking facilities under three general types of arrangements:
management contracts, leases, and fee ownership. As of September 30, 1999,
Central Parking operated 2,096 parking facilities under management contracts and
2,455 parking facilities under leases, and 259 facilities owned either
independently or through joint ventures.
INDUSTRY
The International Parking Institute, a non-profit parking industry
organization, has estimated that there are 35,000 parking facilities in the
United States operated by commercial and governmental entities. The commercial
parking services business is very fragmented, consisting of a few national
companies and approximately 1,000 small privately held local and regional
operators. Central Parking believes that it has the opportunity to consolidate
portions of this fragmented, localized industry by using its competitive
advantage with regard to scale, financial strength, technology, controls, and
professionalism, all of which are becoming increasingly important in the parking
services business. For the same reasons, Central Parking believes that it is
well positioned to be selected by municipal and other governmental entities to
operate their parking facilities and provide parking-related services as such
entities move toward outsourcing and privatization.
During the 1980's, the high level of construction activity in the United
States resulted in a significant increase in the number of parking facilities.
Since that time, as construction activity has slowed, much of the growth of
certain parking service companies, including Central Parking, has been as a
result of take-aways from other parking companies. New construction and
acquisition of additional facilities are essential to growth for parking service
companies because of the limitations on growth in revenues of existing
operations. Although some growth in revenues from existing operations is
possible through redesign, increased operational efficiency, or increased
facility use and prices, such growth is ultimately limited by the size of a
facility and market conditions.
Management believes that most commercial real estate developers and
property owners view services such as parking as potential profit centers rather
than cost centers. These parties outsource parking operations to parking
management companies in an effort to maximize profits or leverage the original
rental value to a third-party lender. Parking management companies can increase
profits by using managerial skills and experience, operating systems, and
operating controls unique to the parking industry.
Privatization of government operations and facilities could provide new
opportunities for the parking industry. The International Parking Institute has
estimated that more than 50% of the revenues generated by the United States
parking industry is generated by facilities operated by municipalities and other
governmental entities. Cities and municipal authorities may consider retaining
private firms to operate facilities and parking-related services in an effort to
reduce operating budgets and increase efficiency. Privatization in the United
Kingdom already has provided significant expansion opportunities for private
parking companies. In the United States, several cities have awarded or are
considering awarding on-street parking enforcement and parking meter service
contracts to for-profit parking companies such as Central Parking. For example,
Central Parking has been awarded contracts for parking meter collection and
enforcement in Charlotte, Richmond, and Fort Myers.
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GROWTH STRATEGY
Central Parking plans to continue to add facilities to its operations by
focusing its marketing efforts on adding facilities at the local level,
targeting real estate managers and developers with a national presence, pursuing
strategic acquisitions of other parking service operators, and expanding its
international operations. Set forth below are the key elements of Central
Parking's growth strategy.
Increase Market Presence. Central Parking continually seeks to establish
and increase its operations in new and existing markets through take-aways of
competitors' contracts, obtaining new management and lease contracts, entering
into joint venture arrangements, and purchases of parking facilities. Through
emphasizing marketing at the local level and establishing relationships with
large-scale national asset managers and developers, Central Parking expects to
continue to expand its base of operations. Management believes that Central
Parking's relative size, financial strength and systems, and automation
capabilities give it a competitive advantage in winning new business and make it
an attractive partner for joint venture and other opportunities. In addition,
Central Parking believes that its unique performance-based compensation system,
which is designed to reward managers for increasing the profitability of their
respective area of responsibility, has been a key contributor to Central
Parking's growth.
Pursue Strategic Acquisitions. Central Parking intends to continue to
pursue acquisition opportunities. Central Parking believes that many of its
smaller competitors have limited access to capital or do not have the systems or
economies of scale to compete effectively. Central Parking's acquisition
strategy is to focus on opportunities that enable Central Parking to (i) become
a stronger, more efficient provider in selected markets, (ii) generate
significant economies of scale and cost savings, and (iii) increase cash flow.
Cost savings typically result from the elimination of duplicative management
functions as well as from efficiencies resulting from implementing Central
Parking's systems and professional management techniques and development.
Expand International Operations. Management believes that there are
significant international growth opportunities, particularly for
well-capitalized companies that are interested in making significant investments
in equipment and construction, either independently or with foreign partners.
Central Parking typically enters foreign markets either through consulting
projects or by forming joint ventures with established local entities, both of
which allow Central Parking to enter foreign markets with reduced operating and
investment risk. Since 1991, Central Parking has established operations in the
United Kingdom, Germany, Poland, Canada, Mexico, Spain, Chile, and the Republic
of Ireland. Central Parking believes there are significant expansion
opportunities in these countries as well as other countries.
OPERATING STRATEGY
Central Parking's primary objective is to increase the revenues and
profitability of its parking facilities through a variety of operating
strategies, including the following:
Maintain Strict Cost Management and Cash Control. In order to provide
competitively priced services, the Company must contain costs. Managers are
trained to analyze staffing and cost control issues, and each facility is
carefully tracked on a monthly basis to determine whether financial results are
within budgeted ranges. Because of the substantial performance-based components
of their compensation, managers are continuously motivated to contain the costs
of their operations. Strict cash control also is critical to Central Parking and
its clients. Central Parking's cash control procedures are based on a ticketing
system supervised by high level managers and include on-site spot checks,
multiple daily cash deposits, local audit functions, managerial oversight and
review, and internal audit procedures. It is Central Parking policy that all
tickets and gate counts are reconciled daily against cash collected.
Emphasize Sales and Marketing Efforts. Central Parking's management is
actively involved in developing and maintaining business relationships and in
exploring opportunities for growth. A cornerstone of Central Parking's culture
is its incentive compensation system, which rewards managers who are able to
develop new business. Central Parking's marketing efforts are designed to expand
its operations by developing lasting relationships with major real estate
developers and asset managers, business and government leaders, and other
clients. Central Parking encourages its managers to pursue new opportunities at
the local level while simultaneously selectively targeting key clients and
projects at a national level.
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Leverage Established Market Presence and Corporate Infrastructure. Central
Parking has an established presence in multiple markets, representing platforms
from which it can build. Because of the relatively fixed nature of corporate
overhead and the resources that can be shared in specific markets, Central
Parking has the opportunity to expand its profit margins as it grows its
presence in established markets. General and administrative expenses, excluding
goodwill amortization, as a percentage of total revenues were 10.9%, 10.6%, and
10.5% in fiscal 1997, 1998, and 1999, respectively.
Empower Local Managers; Provide Corporate Support. Central Parking has
achieved what management believes is a successful balance between centralized
and decentralized management. Because its business is dependent, to some extent,
on personal relationships, Central Parking provides its managers with a
significant degree of autonomy in order to encourage prompt and effective
responses to local market demands. In conjunction with this local operational
authority, the Company provides, through its corporate office, services that
typically are not readily available to independent operators such as management
support, marketing and business expertise, training, and financial and
information systems. Central Parking retains centralized control over those
functions necessary to monitor service quality and cash control integrity and to
maximize operational efficiency. Services performed at the corporate level
include billing, quality improvement oversight, financial and accounting
functions, legal services, policy and procedure development, systems design, and
corporate acquisitions and development.
Utilize Performance-Based Compensation. Central Parking's performance-based
compensation system rewards managers at the general manager level and above for
the profitability of their respective areas of responsibility. Each person
participating in the incentive program generally receives a substantial portion
of his or her compensation from this performance-based compensation system.
Incentive compensation payments typically range from 20% to 80% of total
compensation.
Maintain Well-Defined Professional Management Organization. In order to
ensure professionalism and consistency in Central Parking's operations, to
provide a career path opportunity for its managers, and to achieve a balance
between autonomy and accountability, Central Parking has established a highly
structured management organization. Organized into six levels, Central Parking
has a total of 779 managers and hires approximately 90 per year.
Central Parking recruits primarily college graduates or people with
previous parking services or hospitality industry experience, and requires that
they complete a formal training program. Management believes that Central
Parking's training program is a significant factor in Central Parking's success.
New managers are assigned to a particular facility where they are supervised as
they manage one to five employees. The management trainee program lasts
approximately one year and teaches a wide variety of skills, including
organizational skills, basic management techniques, and basic accounting. Upon
successful completion of this stage of the program, management trainees are
promoted to facility manager in charge of a particular parking facility. As
facility managers, they report up through the hierarchical structure of
managers. As managers develop and gain experience, they have the opportunity to
assume expanded responsibility, to be promoted to higher management levels and
to increase the performance-based component of their compensation. This
well-defined structure provides a career path that is designed to be an
attractive opportunity for prospective new hires. In addition, management
believes the well-planned training and advancement program has enabled Central
Parking to instill a high level of professionalism in its employees. A final
important benefit of Central Parking's organizational structure is that it has
allowed Central Parking to balance localized autonomy with accountability and
centralized support and control.
Automate Facilities. Management believes that the Company's application of
sophisticated technology to its operations represents a competitive advantage
over smaller operators with more limited resources. Central Parking has
implemented computerized card tracking and accounting systems in certain of its
facilities and is experimenting with a variety of automated settlement systems.
Central Parking expects that these technology initiatives will enhance revenue
by increasing the efficiency and accuracy of payment collections, reduce labor
costs, and minimize lost revenue at parking facilities.
Strategically Expand Service Offerings. Central Parking provides services
that are complementary to parking facility management, with a particular
emphasis on consulting services. Other ancillary services include parking meter
enforcement services, on-street parking services, car pooling coordination,
shuttle van services, and
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transportation management. These ancillary services do not constitute a
significant portion of Central Parking's revenues, but management believes that
the provision of ancillary services can be important in obtaining new business
and preparing the Company for future changes in the parking industry.
Focus on Retention of Patrons. In order for the Company to succeed, its
parking patrons must have a positive experience at Company facilities.
Accordingly, the Company stresses the importance of having well lighted, clean
facilities and cordial employees. Each facility manager has primary
responsibility for the environment at the facility, and is evaluated on his or
her ability to retain parking patrons. The Company also monitors customer
satisfaction through customer surveys and "mystery parker" programs.
Maintain Disciplined Facility Site Selection Analysis. In existing markets,
the facility site selection process begins with identification of a possible
facility site and the analysis of projected revenues and costs at the site by
general managers and regional managers. The managers then conduct an examination
of a location's potential demand based on traffic patterns and counts, area
demographics, and potential competitors. Pro forma financial statements are then
developed and a Company representative will meet with the property owner to
discuss the terms and structure of the agreement.
The Company seeks to distinguish itself from its competitors by combining a
reputation for professional integrity and quality management with operating
strategies designed to increase the revenues of parking operations for its
clients. The Company's clients include some of the nation's largest owners and
developers of mixed-use projects, major office building complexes, sports
stadiums, hotels, and toll roads. Parking facilities operated by the Company
include, among others, certain terminals operated by BAA Heathrow International
Airport (London), the Prudential Center (Boston), Cinergy Field (Cincinnati),
Turner Field (Atlanta), Coors Field (Denver), and various parking facilities
owned by the Hyatt and Westin hotel chains, the Rouse Company, Faison
Associates, May Department Stores, Equity Office Properties, TrizechHahn, Jones
Lang LaSalle, Simon Property Group, and Crescent Real Estate. None of these
clients account for more than 5% of the Company's total revenues.
MERGER WITH ALLRIGHT
On March 19, 1999, the Company completed a merger with Allright
Holdings, Inc. ("Allright"), one of the largest parking services companies in
the United States with revenues of approximately $217.2 million for the fiscal
year ended June 30, 1998. As of September 30, 1998, Allright operated
approximately 2,315 facilities containing approximately 550,000 parking spaces,
including 72 facilities in Canada containing approximately 30,000 parking
spaces. Allright's facilities are located in over one hundred cities across the
United States and Canada, including facilities in thirty-three states, the
District of Columbia, and two Canadian provinces. As of September 30, 1998,
Allright, directly or indirectly, owned 195 facilities, leased 1,473 facilities,
and operated 647 facilities through management contracts.
Under the merger, approximately 7.0 million shares of Company common stock,
and approximately 0.5 million options and warrants to purchase such Company
common stock were exchanged for all of the outstanding shares of common stock
and options and warrants to purchase common stock of Allright. Each outstanding
share of Allright common stock and each outstanding option or warrant to
purchase such common stock was exchanged for 87.637 shares of Central Parking
common stock.
The transaction constituted a tax-free reorganization and has been
accounted for as a pooling-of-interests under Accounting Principles Board
("APB") Opinion No. 16, "Business Combinations." Accordingly, prior period
financial statements presented have been restated to include the combined
results of operations, financial position and cash flows of Allright as if it
had been part of Central Parking from the date of Allright's inception, October
31, 1996. See note 2 to the Company's consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's Annual Report to Shareholders for the fiscal year
ended September 30, 1999 for additional information regarding the merger with
Allright.
In connection with the Allright merger, the Antitrust Division of the
United States Department of Justice (the "Antitrust Division") filed a complaint
in U.S. District Court for the District of Columbia seeking to enjoin the merger
on antitrust grounds. Central Parking and Allright entered into a settlement
agreement with the Antitrust Division on March 16, 1999, under which Central and
Allright agreed to divest a total of 74 parking facilities in 18
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cities, representing approximately 18,000 parking spaces. Under the settlement
agreement, the terms of the divestitures are subject to approval by the
Antitrust Division, and the Company is required to divest the facilities within
five days after the court enters a final judgment relating to the settlement
agreement. As of December 23, 1999, the court had not yet entered a final
judgement relating to the settlement agreement. Substantially all of the
facilities had been divested or were under contract to be divested as of such
date. The settlement agreement also provides that Central and Allright may not
operate any of the divested facilities for a period of two years following the
divestiture.
ACQUISITIONS
The Company's acquisition strategy focuses primarily on acquisitions that
will enable Central Parking to become a more efficient and cost-effective
provider in selected markets. Central Parking believes it can recognize
economies of scale by making acquisitions in markets where the Company already
has a presence, which allows Central Parking to reduce the overhead cost of the
acquired company by consolidating its management with that of Central Parking.
In addition, Central Parking seeks acquisitions in attractive new markets.
Management believes acquisitions are an effective means of entering new markets,
thereby quickly obtaining both operating presence and management personnel.
Central Parking also believes it generally can improve acquired operations by
applying its operating strategies and professional management techniques. The
Company's acquisitions over the last two years, all of which were accounted for
under the purchase method of accounting, are as follows: Diplomat Parking
Corporation ("Diplomat") in October 1997; National Garages, Inc. ("National") in
December 1997; Kinney System Holding Corp. ("Kinney") in February 1998; Central
Parking System of Louisiana, Inc. ("CPS - Louisiana") in March 1998; Turner
Parking System, Inc. ("Turner") in April 1998; Sterling Parking, Inc.
("Sterling") in July 1998; Allied Parking ("Allied") in October 1998, November
1998 and April 1999; and Sacramento Parking Group in July 1999. For additional
information regarding recent acquisitions, please see the Management Discussion
and Analysis section of the annual report incorporated herein by reference on
page 33.
SALES AND MARKETING
Central Parking's sales and marketing efforts are designed to expand its
operations by developing and maintaining relationships with major real estate
developers and asset managers, business and government leaders, and other
clients. Central Parking encourages its managers to pursue new opportunities at
the local level while simultaneously selectively targeting key clients and
projects at a national level.
Local. At the local level, Central Parking's sales and marketing efforts
are decentralized and directed towards identifying new expansion opportunities
within a particular city or region. Managers are trained to develop the business
contacts necessary to generate new opportunities and to monitor their local
markets for take-away and outsourcing opportunities. Central Parking provides
its managers with a significant degree of autonomy in order to encourage prompt
and effective responses to local market demands, which is complemented by
management support and marketing training through Central Parking's corporate
offices. In addition, a manager's compensation is dependent, in part, upon his
or her success in developing new business. By developing business contacts
locally, Central Parking's managers often get the opportunity to bid on projects
when asset managers and property owners are dissatisfied with current operations
and also learn in advance of possible new projects.
National. At the national level, Central Parking's marketing efforts are
undertaken primarily by upper-level management, which targets developers,
governmental entities, the hospitality industry, mixed-use projects, and medical
facilities. These efforts are directed at operations that generally have
national name recognition, substantial demand for parking related services, and
the potential for nationwide growth. For example, Central Parking's current
clients include, among other national real estate companies and hotel chains,
the Rouse Company, Faison Associates, Equity Office Properties, May Department
Stores, Crescent Real Estate, TrizecHahn, Jones Lang LaSalle, Westin Hotels, and
Hyatt Hotels. Management believes that providing high-quality, efficient
services to such companies will lead to additional opportunities as those
clients continue to expand their operations. Management believes outsourcing by
parking facility owners will continue to be a source for additional facilities,
and management believes the Company's global presecse, experience and reputation
with large real estate asset managers give it a competitive advantage in this
area.
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INTERNATIONAL EXPANSION
Central Parking's international operations began in the early 1990's with
the formation of an international division. The Company typically enters foreign
markets either through consulting projects or by forming joint ventures with
established local entities. Consulting projects allow Central Parking to
establish a presence and evaluate the prospects for growth of a given market
without investing a significant amount of capital. Likewise, forming joint
ventures with local partners allows Central Parking to enter new foreign markets
with reduced operating and investment risks.
Operations in London began in 1991 with a single consulting agreement and
since then have grown to 224 facilities in the United Kingdom including two
terminals at Heathrow International Airport and parking meter enforcement and
ticketing services for six local governments that have privatized these
services. Central Parking began expansion into Mexico in July 1994 by forming a
joint venture with Fondo Opcion, an established Mexican developer, and now
operates 87 facilities in Mexico. Central Parking also operates 81 facilities in
Canada, three facilities in Spain, one in Poland (opened November 1999) and
three in Chile. The Company also operates on-street parking services in the
United Kingdom, Germany and the Republic of Ireland. In 1996, Central Parking
acquired a 50% equity interest in a joint venture, which presently operates
twelve facilities in Germany. In order to manage its international expansion,
the Company has allocated responsibilities for international operations to an
executive vice president.
OPERATING ARRANGEMENTS
Central Parking operates parking facilities under three general types of
arrangements: management contracts, leases, and fee ownership. As of September
30, 1999, Central Parking operated 2,096 parking facilities through management
contracts, leased 2,455 parking facilities, and owned 259 parking facilities,
either independently or in joint venture with third parties. The following table
sets forth certain information regarding the number of managed, leased, or owned
facilities as of the specified dates:
SEPTEMBER 30,
1997 1998 1999
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Managed 1,241 1,937 2,096
Leased 2,024 2,565 2,455
Owned 237 261 259
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Total 3,502 4,763 4,810
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The general terms and benefits of these types of arrangements are discussed
as follows:
Management Contracts. Management contract revenues consist of management
fees (both fixed and percentage of revenues) and fees for ancillary services
such as insurance, accounting, equipment leasing, and consulting. The cost of
management contracts includes insurance premiums and claims and other indirect
overhead. The Company's responsibilities under a management contract as a
facility manager include hiring, training, and staffing parking personnel, and
providing collections, accounting, record keeping, insurance, and facility
marketing services. In general, Central Parking is not responsible under its
management contracts for structural, mechanical, or electrical maintenance or
repairs, or for providing security or guard services or for paying property
taxes. In general, management contracts are for terms of one to three years and
are renewable for successive one-year terms, but are cancelable by the property
owner on short notice. Although management contracts typically are for
relatively short terms, the Company's renewal rates for each of the past five
fiscal years were in excess of 90%. With respect to insurance, the Company's
clients have the option of obtaining insurance on their own or having Central
Parking provide insurance as part of the services provided under the management
contract. Because of the Company's size and claims experience, management
believes it can purchase such insurance at lower rates than the Company's
clients can generally obtain on their own. Accordingly, Central Parking
historically has generated profits on the insurance provided under its
management contracts. See "--Insurance."
Leases. The Company's rent under leases is generally a fixed annual amount,
a percentage of gross revenues, or a combination thereof. Leased facilities
generally require a longer commitment and a larger capital investment by Central
Parking than managed facilities but generally provide a more stable source of
revenue and a greater opportunity for long-term revenue growth. The cost of
parking includes rent, payroll and related benefits,
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depreciation, maintenance, insurance, and general operating expenses. Under its
leases, the Company is typically responsible for all facets of the parking
operations, including pricing, utilities, and ordinary and routine maintenance,
but is generally not responsible for structural, mechanical, or electrical
maintenance or repairs, or property taxes. Lease arrangements are typically for
terms of three to ten years, with a renewal term, and provide for a
contractually established payment to the facility owner regardless of the
operating earnings of the parking facility.
Fee Ownership. Ownership of parking facilities, either independently or
through joint ventures, typically requires a larger capital investment than
managed or leased facilities but provides maximum control over the operation of
the parking facility and the greatest profit potential of the three types of
operating arrangements. All changes in owned facility revenue flow directly to
the Company, and the Company has the potential to realize benefits of
appreciation in the value of the underlying real estate if the property is sold.
The ownership of a parking facility brings the Company complete responsibility
for all aspects of the property, including all structural, mechanical, or
electrical maintenance or repairs.
Joint Ventures. The Company seeks joint venture partners who are
established local or regional developers pursuing financing alternatives for
development projects. Joint ventures typically involve a development where the
parking facility is a part of a larger multi-use project, allowing the Company's
joint venture partners to benefit from a capital infusion to the project. Joint
ventures offer the revenue growth potential of ownership with a partial
reduction in capital requirements. The Company has interests in joint ventures
that own or operate parking facilities located throughout the United States as
well as Mexico, Germany, Spain, and Chile.
MBE Partnerships. Central Parking is a party to a number of minority
business enterprise partnerships. These are generally partnerships formed by
Central Parking and a minority businessperson to manage a facility. Central
Parking generally owns 60% to 70% of the partnership interests in each
partnership and typically receives management fees before partnership
distributions are made to the partners.
COMPETITION
The parking industry is fragmented and highly competitive. The Company
faces direct competition for additional facilities to manage, lease, or own and
the facilities currently operated by the Company face competition for employees
and customers. The Company competes with a variety of other companies to add new
operations. Although there are relatively few large, national parking companies
that compete with the Company, developers, hotel companies, and national
financial services companies have the potential to compete with parking
companies. Municipalities and other governmental entities also operate parking
facilities which compete with Central Parking. The Company also faces
competition from regional and local parking companies and from owner-operators
of facilities who are potential clients for the Company's management services.
Construction of new parking facilities near the Company's existing leased or
managed facilities could adversely affect the Company's business.
Management believes that it competes for clients based on rates charged for
services; ability to generate revenues and control expenses for clients; ability
to anticipate and respond to industry changes; range and quality of services;
and ability to expand operations. The Company believes it has a reputation as a
leader in the industry and as a provider of high quality services. The Company
also is one of the largest companies in the parking industry and is not limited
to a single geographic region. The Company has the financial strength to make
capital investments as an owner or joint venture partner that smaller or more
leveraged companies cannot make. The Company's size also has allowed it to
centralize administrative functions that give the decentralized managerial
operations cost-efficient support. Moreover, the Company has obtained broad
experience in managing and operating a wide variety of facilities over the past
30 years. Additionally, the Company is able to attract and retain quality
managers through its incentive compensation system that directly rewards
successful sales and marketing efforts and places a premium on profitable
growth.
INSURANCE
The Company purchases comprehensive liability insurance covering certain
claims that occur at parking facilities it owns, leases or manages. The primary
amount of such coverage is $1 million per occurrence and $1 million in the
aggregate per facility. In addition, the Company purchases umbrella/excess
liability coverage. The Company also purchases group health insurance with
respect to all full-time Company employees, whether such persons are employed at
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owned, leased, or managed facilities. The Company's various insurance policies
have deductibles that must be met before the insurance companies are required to
reimburse the Company for costs and liabilities relating to covered claims.
Because of the size of the operations covered, the Company purchases these
policies at prices that, management believes, represent a discount to the prices
that would be charged to parking facility owners on a stand-alone basis.
Pursuant to its management contracts, the Company charges its customers for
insurance at rates it believes approximate market rates based upon its review of
the applicable market. In each case, the Company's clients have the option of
purchasing their own policies, provided the Company is named as an additional
insured; however, because the Company's fees for insurance are generally
competitive with market rates, many of the Company's clients have chosen
historically to purchase such insurance through the Company. A reduction in the
number of clients that purchase insurance through the Company, however, could
have a material adverse effect on the operating earnings of the Company. In
addition, a material increase in insurance costs due to increased claims
experienced by the Company could adversely affect the profit associated with
insurance charges pursuant to management contracts and could have a material
adverse effect on the operating earnings of the Company.
REGULATION
The Company's business is subject to various federal, state and local laws
and regulations, and both municipal and state authorities sometimes directly
regulate parking facilities. The facilities in New York City are, for example,
subject to certain governmental restrictions concerning numbers of cars,
pricing, and certain prohibited practices. The Company is also affected by laws
and regulations (such as zoning ordinances) that are common to any business that
owns real estate and by regulations (such as labor and tax laws) that affect
companies with a large number of employees. In addition, several state and local
laws have been passed in recent years that encourage car-pooling and the use of
mass transit, including, for example, a Los Angeles, California law prohibiting
employers from reimbursing employee-parking expenses. Laws and regulations that
reduce the number of cars and vehicles being driven could adversely impact the
Company's business.
Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous or toxic substances
on, under or in such property. Such laws typically impose liability without
regard to whether the owner or operator knew of, or was responsible for, the
presence of such hazardous or toxic substances. In connection with the ownership
or operation of parking facilities, the Company may be potentially liable for
any such costs. Although Central Parking is currently not aware of any material
environmental claims pending or threatened against it, there can be no assurance
that a material environmental claim will not be asserted against the Company.
The cost of defending against claims of liability, or of remediating a
contaminated property, could have a material adverse effect on the Company's
financial condition or results of operations.
The Company also is subject to various federal and state antitrust and
consumer laws and regulations including the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, which requires filings in connection with certain
mergers and acquisitions. In connection with the Allright merger, Central and
Allright entered into a settlement agreement with the Antitrust Division of the
U.S. Department of Justice which required, among other things, the divestiture
of certain parking facilities. See "Merger With Allright."
Various other governmental regulations affect the Company's operation of
parking facilities, both directly and indirectly, including the Americans with
Disabilities Act ("ADA"). Under the ADA, all public accommodations, including
parking facilities, are required to meet certain federal requirements related to
access and use by disabled persons. For example, the ADA requires parking
facilities to include handicapped spaces, headroom for wheelchair vans,
attendants' booths that accommodate wheelchairs, and elevators that are operable
by disabled persons. Management believes that the parking facilities the Company
owns and operates are in substantial compliance with these requirements.
EMPLOYEES
As of September 30, 1999, the Company employed approximately 17,000
individuals, including 9,100 full-time and 7,900 part-time employees.
Approximately 3,479 U.S. employees are represented by labor unions. Various
union locals, including Teamsters Local No. 272, represent parking attendants
and cashiers at the New York City
10
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facilities. Other cities in which some of the Company's employees are
represented by labor unions are Washington, D.C., Miami, Philadelphia, San
Francisco, Des Moines, Jersey City, Newark, Atlantic City, Pittsburgh, White
Plains, San Juan, Puerto Rico, and Chicago. The Company frequently is engaged in
collective bargaining negotiations with various union locals but has not
experienced any labor strikes. Management believes that the Company's employee
relations are good.
SERVICE MARKS AND TRADEMARKS
The Company has registered the names CPC, Central Parking System and
Central Parking Corporation, and its logo with the United States Patent Office
and has the right to use them throughout the United States except in the Chicago
and Atlantic City areas where two other companies have the exclusive right to
use the name "Central Parking." The Company also owns registered trademarks for
Square Industries, Kinney System, and Allright Parking and operates various
parking locations under those names. The Company uses the name "Chicago Parking
System" in Chicago and "CPS Parking" in Seattle and Milwaukee. The Company has
registered the name "Control Plus" and its symbol in London and intends to use
and register that name and symbol in association with its on street parking
activities in Richmond, Virginia . The Company has registered, or intends to
register, its name and logo in various international locations where it does
business.
FOREIGN AND DOMESTIC OPERATIONS
Information about the Company's foreign and domestic operations is
incorporated by reference to Note 17 to the Company's 1999 Consolidated
Financial Statements.
ITEM 2. PARKING FACILITY PROPERTIES
The Company's facilities are currently organized into 6 segments which are
subdivided into 17 regions, 16 in North America of which 15 are in the United
States and Canada and 1 is in Mexico, and one which is comprised of the United
Kingdom and Continental Europe. Each region is supervised by a regional manager
who reports directly to one of the senior vice presidents. Regional managers
oversee four to six general managers who each supervise the Company's operations
in a particular city. The following table summarizes certain information
regarding the Company's facilities as of September 30, 1999.
PERCENTAGE
NUMBER OF TOTAL OF
DIVISION CITIES LOCATIONS MANAGED LEASED OWNED SPACES TOTAL SPACES
------------------------ ------------------------------ ---------- ---------- -------- ---------- ------------- ------------
Division 1
Northwest Oakland, Reno, Sacramento,
Salt Lake City, San 206 104 100 2 50,006 3.1
Francisco, Seattle
South Texas, Louisiana Austin, Baton Rouge,
Beaumont, Corpus Christi, El
Paso, Houston, Lake Charles,
New Orleans, San Antonio 419 126 258 35 125,058 7.6
Western Las Vegas, Los Angeles,
Orange County, Phoenix, San 218 94 120 4 86,095 5.3
---- ---- --- --- --------- -----
Diego
Total Division 1 843 324 478 41 261,159 16.0
Division 2
New England Boston, Harford, Holyoke,
Manchester, Pittsfield, 195 88 99 8 85,056 5.2
Providence
New York, New Jersey New York City, Jersey,
Newark, Stanford 470 219 239 12 188,330 11.5
Pennsylvania Atlantic City, Chicago,
Philadelphia, Pittsburg 219 60 136 23 77,963 4.8
---- --- --- -- -------- -----
Total Division 2 884 367 474 43 351,349 21.5
Division 3
Florida, PR, Savannah Jacksonville, Savannah,
Miami, Orlando, San Juan,
Tampa, West Palm Beach 307 156 146 5 110,798 6.8
11
12
Mid-Atlantic Baltimore, Newport News,
Norfolk, Richmond, 306 156 142 8 89,860 5.5
Washington, DC
Southeast Atlanta, Winston-Salem,
Charleston, SC, Charlotte,
Columbia, Jackson, Mobile 220 87 119 14 98,174 6.0
--- ----- --- -- -------- -----
Total Division 3 833 399 407 27 298,832 18.3
Division 4
Mid-South Birmingham, AL, Chattanooga,
Hebron Airport, Knoxville,
Lexington, Louisville, 395 133 228 34 88,876 5.4
Nashville
Ohio, West Virginia, Charleston, WV, Cincinnati,
Indiana, Roanoke Columbus, Dayton,
Indianapolis, Lynchburg,
Roanoke, Toledo 254 86 138 30 86,216 5.3
Upper Mid-west Milwaukee Airport, Ann
Arbor, Birmingham, MI, Des
Moines, Detroit, Lincoln,
Milwaukee, Minneapolis, 198 105 84 9 82,861 5.1
Omaha, Pontiac
Upstate New York, Binghamton, Buffalo,
Cleveland Cleveland, Montpelier,
Poughkeepsie, Rochester,
Scranton, Syracuse, 191 79 98 14 66,237 4.0
---- ---- ---- ---- -------- -----
Wilkes-Barre
Total Division 4 1,038 403 548 87 324,190 19.8
Division 5
Northern Texas, Dallas, Ft. Worth, Little
Arkansas, Memphis Rock, Memphis, Peoria,
Shreveport, Springfield 445 200 222 23 107,060 6.5
Rockies, MO, OK, NM Albuquerque, Denver, Kansas
City, Oklahoma City, St. 362 162 164 36 118,786 7.3
--- --- --- -- ------- ---
Louis, Tulsa
Total Division 5 807 362 386 59 225,846 13.8
Division 6
Canada Toronto, Ottawa, Montreal 81 35 44 2 49,239 3.0
International Germany, Ireland, London,
Poland, Spain 237 158 79 -- 79,575 4.9
Mexico Mexico City, Cuernavaca, 87 48 39 -- 44,796 2.7
----- ------- ------- ------ -------- -------
Monterey
Total Division 6 405 241 162 2 173,610 10.6
---- ------ ------ ----- ------- ------
Total 4,810 2,096 2,455 259 1,634,986 100.0%
===== ===== ===== === ========= =====
The Company's facilities include both surface lots and structured parking
facilities (garages). Approximately 17% of the Company's owned parking
properties are in structured parking facilities, with the remainder in surface
lots. Management believes the Company's owned facilities generally are in good
condition and adequate for its present needs.
(1) Includes Central Parking Corporate headquarters in owned facilities.
ITEM 3. LEGAL PROCEEDINGS
The ownership of property and provision of services to the public entails
an inherent risk of liability. Although the Company is engaged in routine
litigation incidental to its business, there is no legal proceeding to which the
Company is a party, which, in the opinion of management, will have a material
adverse effect upon the Company's financial condition, results of operations, or
liquidity. The Company carries liability insurance against certain types of
claims that management believes meets industry standards; however, there can be
no assurance that any future legal proceedings (including any related judgments,
settlements or costs) will not have a material adverse effect on the Company's
financial condition, liquidity, or results of operations.
12
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
No matter was submitted to a vote of the Company's security-holders during the
fourth quarter of the fiscal year ended September 30, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) The Registrant's Common Stock is listed on the NYSE under the symbol
"CPC." The following table sets forth, for the periods indicated, the high and
low sales prices for the Company Common Stock as reported by the NYSE.
High Low
---- ---
FISCAL 1998
First Quarter* ................................................. $ 46.81 $ 31.42
Second Quarter ................................................. 49.38 38.44
Third Quarter .................................................. 48.44 40.31
Fourth Quarter ................................................. 53.38 40.00
Twelve months* ................................................. 53.38 31.42
FISCAL 1999
First Quarter .................................................. $ 50.13 $ 25.44
Second Quarter ................................................. 37.25 29.00
Third Quarter .................................................. 36.25 27.00
Fourth Quarter ................................................. 35.81 27.25
Twelve months .................................................. 50.13 27.00
* Adjusted to reflect three-for-two stock split in December 1997
(b) There were, as of September 30, 1999, approximately 10,325 holders of
the Registrant's Common Stock, as evidenced by security position listings.
(c) Since April 1997, Central Parking has distributed a quarterly cash
dividend of $0.015 per share of Central Parking common stock. The Company had
previously declared a dividend of $0.0125 per share of Central Parking common
stock following the end of each quarter since its initial public offering in
October 1995. The Company Board currently intends to declare a cash dividend
each quarter depending on Central Parking's profitability and capital necessary
to finance operations and expansion. Central Parking reserves the right,
however, to retain all or a substantial portion of its earnings to finance the
operation and expansion of Central Parking's business. As a result, the future
payment of dividends will depend upon, among other things, the Company's
profitability, capital requirements, financial condition, growth, business
opportunities, and other factors that the Central Parking Board may deem
relevant, including restrictions in any then-existing credit agreement. The
Company's existing credit facility contains certain covenants including those
that require the Company to maintain certain financial ratios, restrict further
indebtedness, and limit the amount of dividends payable; however, the Company
does not believe these restrictions limit its ability to pay currently
anticipated cash dividends. In addition, Central Parking Finance Trust (the
"Trust"), a Delaware statutory business trust, of which all of the common stock
is owned by the Company, issued preferred securities (the "Trust Issued
Preferred Securities") which prohibit the payment of dividends on the Central
Parking common stock if the quarterly distributions on the Trust Issued
Preferred Securities are not made for any reason.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information set forth under the caption "Five Year Selected
Consolidated Financial Data " in the Company's Annual Report to Shareholders for
the fiscal year ended September 30, 1999 is incorporated herein by reference.
13
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report to Shareholders for the fiscal year ended September 30, 1999 is
incorporated herein by reference.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rates
The Company's primary exposure to market risk consists of changes in
interest rates on borrowings. At September 30, 1999, the Company's short-term
debt of $25 million and long-term debt excluding capital leases and notes
payable was $324 million. Of this amount, $25 million is subject to a fixed rate
swap and $324 million is variable rate debt which is subject to a pricing grid
of which $200 million is payable in quarterly installments of $12.5 million
beginning in June 2000 through March 2004 and $124 million in revolving credit
loans due in March 2004. The Company anticipates paying the scheduled quarterly
payments out of operating cash flow and, if necessary, will renew the revolving
credit facility. Generally, fixed long-term debt is used to finance single
purpose purchases over a fixed period of time.
The Company's variable rate debt is priced at LIBOR plus 112.5 basis
points. For each 100 basis point increase or decrease in the LIBOR the Company
would incur increased or decreased interest expense of approximately $3.2
million per year.
As described in Note 8 of the financial statements, the Company has $25
million in interest rate swap agreements.
Foreign Currency Exposure
The Company as described in Note 17 to the financial statements derives
approximately $34.2 million or 4.6% of total revenues from foreign sources. Of
the $34.2 million, 62.5% is derived from the United Kingdom and 34.1% is derived
from Canada. The Company does not employ any foreign currency hedge programs
because management does not believe the risk to be material.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth under the captions "Independent Auditors'
Report", "Consolidated Balance Sheets", "Consolidated Statements of Earnings",
"Consolidated Statements of Shareholders' Equity", "Consolidated Statements of
Cash Flows", and "Notes to Consolidated Financial Statements" in the Company's
Annual Report to Shareholders for the fiscal year ended September 30, 1999 is
incorporated herein by reference.
The Company's unaudited operating results for each fiscal quarter within
the two most recent fiscal years, as set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report to Shareholders for the fiscal year ended September 30,
1999, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Information concerning this Item is incorporated by reference to the
Company's definitive proxy materials for the Company's 2000 Annual Meeting of
Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning this Item is incorporated by reference to the
Company's definitive proxy materials for the Company's 2000 Annual Meeting of
Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information concerning this Item is incorporated by reference to the
Company's definitive proxy materials for the Company's 2000 Annual Meeting of
Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning this Item is incorporated by reference to the
Company's definitive proxy materials for the Company's 2000 Annual Meeting of
Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The following financial statements and related notes of the Company
contained in the Annual report to Shareholders for the fiscal year ended
September 30, 1999 are incorporated herein by reference and are included in
Exhibit 13.
Independent Auditors' Report
Consolidated Balance Sheets - September 30, 1998 and 1999
Consolidated Statements and Earnings - Fiscal Years Ended September 30,
1997, 1998, and 1999
Consolidated Statement of Shareholders's Equity and Comprehensive
Income - Fiscal Years Ended September 30, 1997, 1998, and 1999
Consolidated Statements and Cash Flows - Fiscal Years Ended September
30, 1997, 1998, and 1999
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules
None
Financial statement schedules have been omitted because they are not
applicable or because the required information is otherwise furnished.
(a) (3) Exhibits
15
16
The exhibits are listed in the Index to Exhibits which appears immediately
following the signature page.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the fiscal
year ended September 30, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CENTRAL PARKING CORPORATION
Date: December 29, 1999 By: /s/ Stephen A. Tisdell
-------------------------------
Stephen A. Tisdell
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
SIGNATURE TITLE
- --------- -----
/s/ Monroe J. Carell, Jr. Chairman of the Board, Chief Executive Officer and
- --------------------------------- Director
Monroe J. Carell, Jr.
/s/ James H. Bond President & Chief Operating Officer
- --------------------------------- Director
James H. Bond
/s/ Stephen A. Tisdell Chief Financial Officer (Principal
- --------------------------------- Accounting Officer)
Stephen A. Tisdell
/s/ William S. Benjamin Director
- ---------------------------------
William S. Benjamin
/s/ Marc L. Davidson Director
- ---------------------------------
Marc L. Davidson
/s/ Edward G. Nelson Director
- ---------------------------------
Edward G. Nelson
/s/ William C. O'Neil, Jr. Director
- ---------------------------------
William C. O'Neil, Jr.
/s/ Cecil Conlee Director
- ---------------------------------
Cecil Conlee
/s/ Lowell Harwood Director
- ---------------------------------
Lowell Harwood
16
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/s/ Lewis Katz Director
- ---------------------------------
Lewis Katz
/s/ Julia Carell Stadler Director
- ---------------------------------
Julia Carell Stadler
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
- ------ --------
2 Plan of Recapitalization, effective October 9, 1997
(Incorporated by reference to Exhibit 2 to the
Company's Registration Statement No. 33-95640 on Form
S-1).
2.1 Agreement and Plan of Merger dated September 21,
1998, by and among the Registrant, Central Merger
Sub, Inc., Allright Holdings, Inc., Apollo Real
Estate Investment Fund II, L.P. and AEW Partners,
L.P. (Incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement No. 333-66081 on
Form S-4 filed on October 21, 1998).
2.2 Amendment dated as of January 5, 1999, to the
Agreement and Plan of Merger dated September 21, 1998
by and among the Registrant, Central Merger Sub,
Inc., Allright Holdings, Inc., Apollo Real Estate
Investment Fund II, L.P. and AEW Partners, L.P.
(Incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement No. 333-66081 on
Form S-4 filed on October 21, 1998, as amended).
2.3 Acquisition Agreement and Plan of Merger dated as of
November 7, 1997, by and between the Registrant and
Kinney System Holding Corp and a subsidiary of the
Registrant (Incorporated by reference to the
Company's Current Report on Form 8-K filed on
February 17, 1998).
3.1 (a) Amended and Restated Charter of the Registrant
(Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement No. 333-23869 on
Form S-3).
(b) Articles of Amendment to the Charter of Central
Parking Corporation increasing the authorized number
of shares of common stock, par value $0.01 per share,
to one hundred million (Incorporated by reference to
Exhibit 2 to the Company's 10-Q for the quarter ended
March 31, 1999).
3.2 Amended and Restated Bylaws of the Registrant
(Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement No. 333-23869 on
Form S-3).
4.1 Form of Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 to the Company's
Registration Statement No. 33-95640 on Form S-1).
4.4 Registration Rights Agreement dated as of September
21, 1998 by and between the Registrant, Apollo Real
Estate Investment Fund II, L.P., AEW Partners, L.P.
and Monroe J. Carell, Jr., The Monroe Carell Jr.
Foundation, Monroe Carell Jr. 1995 Grantor Retained
Annuity Trust, Monroe Carell Jr. 1994 Grantor
Retained Annuity Trust, The Carell Children's Trust,
The 1996 Carell Grandchildren's Trust, The Carell
Family Grandchildren 1990 Trust, The Kathryn Carell
Brown Foundation, The Edith Carell Johnson
Foundation, The
17
18
Julie Carell Stadler Foundation, 1997 Carell
Elizabeth Brown Trust, 1997 Ann Scott Johnson Trust,
1997 Julia Claire Stadler Trust, 1997 William Carell
Johnson Trust, 1997 David Nicholas Brown Trust and
1997 George Monroe Stadler Trust (Incorporated by
reference to Exhibit 4.4 to the Company's
Registration Statement No. 333-66081 filed on October
21, 1998).
4.4 Amendment dated January 5, 1999 to the Registration
Rights Agreement dated as of September 21, 1998, by
and between the Registrant, Apollo Real Estate
Investment fund II, L.P., AEW Partners, L.P. and
Monroe J. Carell, Jr., The Monroe Carell Jr.
Foundation, Monroe Carell Jr. 1995 Grantor Retained
Annuity Trust, Monroe Carell Jr. 1994 Grantor
Retained Annuity Trust, The Carell Children's Trust,
The 1996 Carell Grandchildren's Trust, The Carell
Family Grandchildren 1990 Trust, The Kathryn Carell
Brown Foundation, The Edith Carell Johnson
Foundation, The Julie Carell Stadler Foundation, 1997
Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson
Trust, 1997 Julia Claire Stadler Trust, 1997 William
Carell Johnson Trust, 1997 David Nicholas Brown Trust
and 1997 George Monroe Stadler Trust. (Incorporated
by reference to Exhibit 4.4.1 to the Company's
Registration Statement No. 333-66081 filed on October
21, 1998, as amended).
4.5 Indenture dated March 18, 1998 between the registrant
and Chase Bank of Texas, National Association, as
Trustee regarding up to $113,402,050 of 5-1/4 %
Convertible Subordinated Debentures due 2028.
(Incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement No. 333-52497 on
Form S-3).
4.6 Amended and Restated Declaration of Trust of Central
Parking Finance Trust dated as of March 18, 1998.
(Incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement No. 333-52497 on
Form S-3).
4.7 Preferred Securities Guarantee Agreement dated as of
March 18, 1998 by and between the Registrant and
Chase Bank of Texas, national Association as Trustee
(Incorporated by reference to Exhibit 4.7 to the
Registrant's Registration Statement No. 333-52497 on
Form S-3).
4.8 Common Securities Guarantee Agreement dated March 18,
1998 by the Registrant. (Incorporated by reference
to Exhibit 4.9 to 333-52497 on Form S-3).
10.1 Executive Compensation Plans and Arrangements
(a) 1997 Incentive and Nonqualified Stock Option
Plan for Key personnel (Incorporated by
reference to Exhibit 10.1 to the Company's
Registration Statement No. 33-95640 on Form
S-1).
(b) Form of Option Agreement under Key Personnel
Plan (Incorporated by reference to Exhibit
10.2 to the Company's Registration Statement
No. 33-95640 on Form S-1).
(c) 1997 Restricted Stock Plan (Incorporated by
reference to Exhibit 10.5.1 to the Company's
Registration Statement No. 33-95640 on Form
S-1.)
(d) Form of Restricted Stock Agreement
(Incorporated by reference to Exhibit 10.5.2
to the Company's Registration Statement No.
33-95640 on Form S-1.)
(e) Form of Employment Agreements with Executive
Officers (Incorporated by reference to
Exhibit 10.7 to the Company's Registration
Statement No. 33-
18
19
95640 on Form S-1.)
(f) Monroe J. Carell, Jr. Employment Agreement
(Incorporated by reference to Exhibit 10.8
to the Company's Registration Statement No.
33-95640 on Form S-1.)
(g) Monroe J. Carell, Jr. Revised Deferred
Compensation Agreement, as amended
(Incorporated by reference to Exhibit 10.9
to the Company's Registration Statement No.
33-95640 on Form S-1.)
(h) James H. Bond Employment Agreement
(Incorporated by reference to Exhibit 10.10
to the Company's Registration Statement No.
33-95640 on Form S-1.)
(i) Performance Unit Agreement between Central
Parking Corporation and James H. Bond
(Incorporated by reference to Exhibit
10.11.1 to the Company's Registration
Statement No. 33-95640 on Form S-1.)
(j) Modification of Performance Unit Agreement
of James H. Bond (Incorporated by reference
to Exhibit 10.1 (j) to the Company's Annual
Report on Form 10-K filed on December 27,
1997).
(k) James H. Bond Severance Agreement
(Incorporated by reference to Exhibit 10.17
to the Company's Registration Statement No.
33-95640 on Form S-1.)
(l) Deferred Stock Unit Plan (Incorporated by
reference to Exhibit 10.1 to the Company's
Annual Report on Form 10-K for the period
ended September 30, 1998).
(m) EPS Compensation Program for Senior
Executives.*
10.2 1997 Nonqualified Stock Option Plan for Directors
(Incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
10.3 Form of Option Agreement under Directors plan
(Incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
10.4 Central Parking System, Inc. Profit Sharing Plan, as
amended (Incorporated by reference to Exhibit 10.6 to
the Company's Registration Statement No. 33-95640 on
Form S-1.)
10.5 Form of Indemnification Agreement for Directors
(Incorporated by reference to Exhibit 10.12 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
10.6 Indemnification Agreement for Monroe J. Carell, Jr.
(Incorporated by reference to Exhibit 10.13 to the
Company's Registration Statement No. 33-95640 on Form
S-1.)
10.7 Form of Management Contract (Incorporated by
reference to Exhibit 10.14 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.8 Form of Lease (Incorporated by reference to Exhibit
10.15 to the Company's Registration Statement No.
33-95640 on Form S-1.)
10.9 1998 Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 10.16 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.10 Exchange Agreement between the Company and Monroe J.
Carell, Jr. (Incorporated by
19
20
reference to Exhibit 10.18 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.11 $400 Million Credit Agreement dated as of March 19,
1999 by and among various banks with Bank of America,
N.A., as Agent, and Central Parking Corporation and
certain affiliates.*
10.12 Letter Amendment dated as of June 25, 1999 to Credit
Agreement dated as of March 19, 1999, by and among
various banks with Bank of America, N.A., as Agent,
and Central Parking Corporation and certain
affiliates.*
10.13 Letter Amendment dated as of October 27, 1999 to
Credit Agreement dated as of March 19, 1999, by and
among various banks with Bank of America, N.A., as
Agent, and Central Parking Corporation and certain
affiliates.*
10.14 Form of Amendment dated as of December 28, 1999 to
$400 million Credit Agreement dated as of March 19,
1999, by and among various banks with Bank of
America, N.A., as Agent, and Central Parking
Corporation and certain affiliates.*
10.19 Consultancy Agreement dated as of January 21, 1997
between Central Parking System, Inc. and Lowell
Harwood (Incorporated by reference to Exhibit (c)(4)
to the Company's Tender Offer Statement on Schedule
14D-1 filed December 13, 1996).
10.20 Consulting Agreement dated as of February 12, 1998,
by and between Central Parking Corporation and Lewis
Katz.*
10.21 Limited Partnership Agreement dated as of August 11,
1999, by and between CPS of the Northeast, Inc. and
Arizin Ventures, L.L.C.*
10.22 Registration Rights Agreement dated as of February
12, 1998, by and among Central Parking Corporation,
Lewis Katz and Saul Schwartz.*
10.23 Shareholders' Agreement and Agreement Not to Compete
by and among Central Parking Corporation, Monroe J.
Carell, Jr., Lewis Katz and Saul Schwartz dated as of
February 12, 1998.*
10.24 Lease Agreement dated as of October 6, 1995, by and
between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Alloway Parking Lot)*
10.25 First Amendment to Lease Agreement dated as of July
29, 1997, by and between The Carell Family LLC and
Central Parking System of Tennessee, Inc. (Alloway
Parking Lot)*
10.26 Lease Agreement dated as of October 6, 1995 by and
between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Second and Church Parking
Lot)*
10.27 First Amendment to Lease Agreement dated as of
October 6, 1995, by and between The Carell Family LLC
and Central Parking System of Tennessee, Inc. (Second
and Church Parking Lot)*
10.28 Prospectus and offering document for 2,625,000 shares
of Common Stock dated February 17, 1998.
(Incorporated by reference to the Company's
Registration Statement No. 233-23869 on Form S-3).
10.29 Transaction Support Agreement by Monroe J. Carell,
Jr., the Registrant, Kathryn Carell Brown, Julia
Carell Stadler and Edith Carell Johnson to Allright
Holdings, Inc., Apollo Real Estate Investment Fund
II, L.P. and AEW Partners, L.P. dated September 21,
1998. (Incorporated by reference to Exhibit 2.1 to
the Company's Registration Statement No. 333-66081
filed on October 23, 1998).
10.30 Form of Transaction Support Agreement by certain
shareholders of the Registrant to Allright Holdings,
Inc., Apollo Real Estate Investment Fund II, L.P.,
and AEW Partners, L.P., dated September 21, 1998.
(Incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement No. 333-66081 filed
on October 23, 1998).
10.31 Form of Transaction Support Agreement by certain
shareholders of Allright Holdings, Inc. to the
Registrant and Central Merger Sub, Inc. dated
September 21, 1998. (Incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement
No. 333-66081 filed on October 23, 1998).
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EXHIBIT
NUMBER DOCUMENT PAGE NO
- ------ -------- -------
13 Portions of the Annual Report to Shareholders*
21 Subsidiaries of the Registrant*
23 Consent of KPMG LLP*
27 Financial Data Schedule*
- ---------------
* Filed herewith.
21