EXHIBIT 99.1
(CENTRAL PARKING CORPORATION LOGO) NEWS
2401 21ST AVENUE SOUTH, SUITE 200, NASHVILLE, TN 37212
(615) 297-4255 FAX: (615) 297-6240
Investor Contact: Jeff Heavrin
Senior Vice President and Chief Financial Officer
(615) 297-4255
jheavrin@parking.com
CENTRAL PARKING ANNOUNCES DUTCH AUCTION
TENDER OFFER TO REPURCHASE 4,400,000 OF ITS SHARES
NASHVILLE, TENN. (AUG. 11, 2005) - Central Parking Corporation (NYSE: CPC) today
announced that it has commenced a "Dutch Auction" tender offer to purchase up to
4,400,000 shares of its common stock at a price per share not less than $14.50
and not greater than $16.75. The number of shares proposed to be purchased in
the Dutch Auction tender offer represents approximately 12% of the Company's
shares outstanding as of August 8, 2005. The high end of this range represents
approximately a 16% premium above the closing price per share of the common
stock of $14.41 on the New York Stock Exchange on August 3, 2005, the last
closing price prior to the announcement that the Company intended to pursue a
Dutch Auction tender offer as part of its new strategic plan designed to improve
profitability.
Monroe Carell, Jr., Executive Chairman of the Board of Directors, stated, "This
Dutch Auction tender offer is an important part of the strategic plan that we
announced on August 3, 2005. We believe investing in our own shares of common
stock is an attractive use of capital and an efficient means to provide value to
our shareholders."
Mr. Carell, the Company's largest shareholder, has advised the Company that he
and his family do not intend to tender any shares beneficially owned by them.
The Company intends to pay for tendered shares with available cash on hand and
amounts borrowed under its credit facility. The offer and withdrawal rights will
expire at 5:00 p.m., New York City time, on Wednesday, September 14, 2005,
unless extended.
The Dealer Manager for the tender offer will be Banc of America Securities LLC.
D.F. King & Co., Inc. will act as the Information Agent and SunTrust Bank will
act as Depositary.
Under the procedures for a Dutch Auction tender offer, the Company's
stockholders will have the opportunity to tender some or all of their shares at
a price within the $14.50 to $16.75 per share range. Based on the number of
shares tendered and the prices specified by the tendering stockholders, the
Company will determine the lowest per share price within the range that will
enable it to buy 4,400,000 shares, or such lesser number of shares that are
properly tendered and not withdrawn. All shares accepted in the tender offer
will be purchased at the same determined price per share regardless of whether
the stockholder tendered at a lower price. If holders of more than 4,400,000
shares properly tender and do not withdraw their shares at or below the
determined price per share, then the Company will purchase shares so tendered by
those stockholders owning fewer than 100 shares who tender all of their shares
without proration, and all other shares will be purchased on a pro rata basis,
subject to the conditional tender offer provisions that will be described in the
offer to purchase to be distributed to stockholders. Stockholders whose shares
are purchased in the offer will be paid the determined purchase price in cash,
without interest, after the expiration of the offer period. The offer is not
contingent upon any minimum number of shares being tendered. The offer is
subject, however, to a number of other terms and conditions to be specified in
the offer to purchase to be distributed to stockholders. No brokerage fees or
commissions will be charged to holders of record who tender their shares
directly to the Depositary. Holders who tender their shares through a broker,
dealer or custodian may be required by such entity to pay a service charge or
other fee.
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Central Parking Announces Dutch Auction Tender Offer
Page 2
Aug. 11, 2005
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Central Parking Corporation, headquartered in Nashville, Tennessee, is a leading
global provider of parking and transportation management services. As of June
30, 2005, the Company operated more than 3,400 parking facilities containing
more than 1.5 million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of Ireland,
Mexico, Chile, Peru, Colombia, Venezuela, Germany, Switzerland, Poland, Spain,
Greece and Italy.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSE ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF CENTRAL PARKING
CORPORATION'S COMMON STOCK. THE SOLICITATION OF OFFERS TO BUY CENTRAL PARKING
CORPORATION'S COMMON STOCK WILL ONLY BE MADE PURSUANT TO THE OFFER TO PURCHASE
AND RELATED MATERIALS THAT CENTRAL PARKING CORPORATION WILL SEND TO ITS
STOCKHOLDERS. STOCKHOLDERS SHOULD READ THOSE MATERIALS CAREFULLY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS
OF THE OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN COPIES OF THE OFFER TO
PURCHASE, RELATED MATERIALS FILED BY CENTRAL PARKING CORPORATION AS PART OF THE
STATEMENT ON SCHEDULE "TO" AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION THROUGH THE COMMISSION'S INTERNET ADDRESS AT
HTTP://WWW.SEC.GOV WITHOUT CHARGE WHEN THESE DOCUMENTS BECOME AVAILABLE.
STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN COPIES OF THE OFFER TO PURCHASE AND
RELATED MATERIALS, AS FILED WITH THE COMMISSION (EXCLUDING EXHIBITS), WITHOUT
CHARGE FROM CENTRAL PARKING CORPORATION WHEN THESE DOCUMENTS BECOME AVAILABLE OR
BY WRITTEN OR ORAL REQUEST DIRECTED TO THE INFORMATION AGENT, D. F. KING & CO.,
INC., 48 WALL STREET, NEW YORK, NEW YORK 10005, TELEPHONE NUMBER (800) 431-9642
(TOLL FREE). WE URGE STOCKHOLDERS TO CAREFULLY READ THOSE MATERIALS PRIOR TO
MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER.
This press release contains historical and forward-looking information. The
words "believe," "currently expects,' "expects," expectations," "estimates,"
"anticipates," "guidance," "goal," "outlook," "assumptions," "intend," "plan,"
"continue to expect," "should," "project," "objective," "outlook," "forecast,"
"will likely result," or "will continue" and similar expressions identify
forward-looking statements. The forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The Company believes the assumptions underlying these forward-looking
statements are reasonable; however, any of the assumptions could be inaccurate,
and therefore, actual results may differ materially from those projected in the
forward-looking statements. The factors that may result in actual results
differing from such forward-looking information include, but are not limited to:
the Company's ability to achieve the goals described in this release and other
communications, including but not limited to, the Company's ability to maintain
reduced operating costs, reduce indebtedness and sell real estate at projected
values as well as continued improvement in same store sales, which is dependent
on improvements in general economic conditions and office occupancy rates; the
loss or renewal on less favorable terms, of management contracts and leases; the
timing of pre-opening, start-up and break-in costs of parking facilities; the
Company's ability to cover the fixed costs of its leased and owned facilities
and its overall ability to maintain adequate liquidity through its cash
resources and credit facilities; the Company's ability to comply with the terms
of the Company's credit facilities (or obtain waivers for non-compliance);
interest rate fluctuations; acts of war or terrorism; changes in demand due to
weather patterns and special events including sports events and strikes; higher
premium and claims costs relating to the Company's insurance programs, including
medical, liability and workers' compensation; the Company's ability to renew and
obtain performance and surety bonds on favorable terms; the impact of claims and
litigation; and increased regulation or taxation of parking operations and real
estate. Additional factors related to the Dutch Auction tender offer include,
without limitation, the number of shares actually tendered and purchased, the
price for such purchases, and the closing conditions related to the Dutch
Auction tender offer.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements contained herein to reflect events or circumstances occurring after
the date of this release or to reflect the occurrence of unanticipated events.
We have provided additional information in our Annual Report on Form 10-K for
our fiscal year ended September 30, 2004, and in our Quarterly Report on Form
10-Q for the quarter ended June 30, 2005, filed with the Securities and Exchange
Commission and other filings with the Securities and Exchange Commission, which
readers are encouraged to review, concerning other factors that could cause
actual results to differ materially from those indicated in the forward-looking
statements.
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