SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(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, 1996.
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
Exact Name of Registrant as Specified
in Its Charter: CENTRAL PARKING CORPORATION
State or Other Jurisdiction of
Incorporation or Organization: Tennessee
I.R.S. Employer Identification No.: 62-1052916
Address of Prncipal Executive Offices: 2401 21st Avenue South,
Suite 200, Nashville, Tennessee
Zip Code: 37212
Registrant's Telephone Number,
Including Area Code: (615) 297-4255
Securities Registered Pursuant to
Section 12(b) of the Act: None
Securities Registered Pursuant to
Section 12(g) of the Act:
Title of Class: Common Stock $0.01 par Value
Name of each Exchange on which registered: 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. [ ]
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 18, 1996, was $128,908,072. 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: Common Stock, $0.01 par value
Outstanding at December 18, 1996: 17,489,768
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on February 28, 1997 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,
1996 are incorporated by reference into Part II of this Form 10-K.
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 on pages 16 through 31 of the Company's
Annual Report to Shareholders for the fiscal year ended
September 30, 1996 are incorporated herein by reference.
Independent Auditors' Report 16
Consolidated Balance Sheets -
September 30, 1996 and 1995 17
Consolidated Statements of Earnings - Fiscal Years
Ended September 30, 1996, 1995, and 1994 18
Consolidated Statement of Shareholders' Equity -
Fiscal Years Ended
September 30, 1996, 1995, and 1994 19
Consolidated Statements of Cash Flows - Fiscal Years
Ended September 30, 1996, 1995, and 1994 20
Notes to Consolidated Financial Statements 21-32
The following financial statements and related notes are
attached hereto following the signature page.
Financial Information as required by Form 11-K with
respect to the 1996 Central Parking Corporation Employee
Stock Purchase Plan for the plan year ended March 31, 1997
Independent Auditors' Report
Statement of Net Assets
Statement of Changes in Net Assets
Notes to 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
The exhibits listed in the Index to Exhibits, which appears on
pages E-__ through E-___ of this Form 10-K, are incorporated
herein by reference or filed as part of this Form 10-K.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Registrant during the
last quarter of the fiscal year ended September 30, 1996.
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: July 28, 1997 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 Date
- ----------------------- -------------------------- -------------
/s/ Stephen A. Tisdell Chief Financial Officer July 28, 1997
Stephen A. Tisdell (Principal Financial and
Accounting Officer)
CENTRAL PARKING CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
March 31, 1997
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Central Parking Corporation
1996 Employee Stock Purchase Plan:
We have audited the accompanying statement of net assets of Central
Parking Corporation 1996 Employee Stock Purchase Plan as of March 31,
1997, and the related statement of changes in net assets for the year
then ended. These fincnacial statements are the responsibilitiy of the
Plan's Administrative Committee. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets of Central Parking
Corporation 1996 Employee Stock Purchase Plan as of March 31, 1997, and
the changes in net assets for the year then ended in conformity with
generally accepted accounting principles.
KPMG PEAT MARWICK
July 22, 1997
CENTRAL PARKING CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS
MARCH 31, 1997
Net assets $ 0
=======
See accompanying notes to the financial statements.
CENTRAL PARKING CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED MARCH 31, 1997
Employee contributions $ 560,175
Disbursements to purchase stock of
Central Parking Corporation (560,175)
------------
Net increase in net assets 0
Net assets:
Beginning of the year 0
-----------
End of the year $ 0
===========
See accompanying notes to the financial statements.
CENTRAL PARKING CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
For the Period from April 1, 1996 (inception) to March 31, 1997
1. DESCRIPTION OF THE PLAN
The following is a brief description of the Central Parking
Corporation 1996 Employee Stock Purchase Plan (the Plan).
Participants should refer to the Plan agreement for a more
complete description of the Plan's provision.
(a) GENERAL
In August 1995, the Plan was adopted by the Board of
Directors and shareholders of Central Parking
Corporation (the Company) for the benefit of its
employees. It became effective and began operations on
April 1, 1996. The Plan year ends on March 31.
(b) ELIGIBILITY
Employees of certain subsidiaries of Central Parking
Corporation are eligible to participate in the Plan if
they meet the following criteria:
1) Are a permanent employee of the Company;
2) Work 20 hours or more per week;
3) Work more than five months per year;
4) Are employed for three consecutive months by
January 1 prior to the start of the Plan year; and
5) Have not withdrawn from the Plan in the past six months.
An employee may choose to withdraw from the Plan at any time.
Within sixty days of the Company receiving written notice of
withdrawal, all accumulated contributions will be returned to the
employee. That employee is then precluded from participation in
the Plan for a period of six months. Participants that terminate
employment with the Company prior to March 31 of any Plan year
are not eligible to remain in the Plan. Accordingly, any
accumulated contributions are returned to the employee.
(c) CONTRIBUTIONS
Participants in the Plan can elect to contribute from a
minimum of $3 per weekly payroll ($6 per biweekly
payroll) to a maximum of 10% of their total annual
salary. Contributions are made through payroll
deductions on an after tax basis. The Company holds
contributions until the end of the Plan year.
Participants may change their contribution elections
annually at the beginning of the Plan year. Change
requests must be received during the annual enrollment
period during January prior to each Plan Year.
(d) STOCK PURCHASE PROVISIONS
Pursuant to the Plan, on March 31 of each Plan Year,
participants purchase stock from the Company
at a price equal to 85% of the lower of the closing
stock price on either the first or last day of the Plan
year. At April 1, 1996 and March 31, 1997, the
Company's closing stock price was $26.375 and $24.50,
respectively. Accordingly, participants purchased stock
at $20.825 per share (85% of $24.50) for the Plan Year
ended March 31, 1997. The fair market value of the
stock acquired through the Plan by any one participant
cannot exceed $25,000 in one calendar year.
Shares purchased by participants are transferred into a
brokerage account in the employee's name. At March 31,
1997, 26,899 shares were transferred to participants'
brokerage accounts. At April 1, 1997, 273,101 shares
remained available for issuance under the Plan.
(e) VESTING
Participants are automatically vested in all amounts
contributed to the Plan. In the event that a participant
withdraws from the Plan, all amounts previously deducted
from the employee's pay are returned to the employee.
Shares acquired by participants can be sold at any time.
However, if a sale occurs within one year of the exercise
date, the participant must notify the Company of the
sale.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING AND OPERATION OF THE PLAN
The accompanying financial statements are prepared on
the accrual basis of accounting. The Plan accumulates
contributions through payroll dedcutions. At the end of
the Plan year, the accumulated contributions are used to
purchase shares of the Company stock in the
participant's name.
(b) INVESTMENTS
The Plan holds no investments at March 31, 1997 or
throughout the Plan year. Contributions accumulated
throughout the Plan year are held by the Company on
behalf of the Plan in a noninterest bearing account.
(c) PLAN EXPENSES
All of the expenses of the Plan are being paid by the
Company.
3. INCOME TAX STATUS
The Plan is intended to be an employee stock purchase plan as
defined in Section 423 of the Internal Revenue Code of 1986.
Accordingly, the Plan is exempt from income taxes.