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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CENTRAL PARKING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[CENTRAL PARKING CORPORATION LOGO]
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
To Our Shareholders:
On behalf of the Board of Directors, it is our pleasure to invite you to
attend the 1998 Annual Meeting of Shareholders of Central Parking Corporation.
As shown in the formal notice enclosed, the meeting will be held on Monday,
March 9, 1998 at 11:00 a.m. (Central Standard Time) at our corporate
headquarters in Nashville, Tennessee. The purpose of this year's meeting is to
elect Directors, approve an increase in the authorized number of shares
available under the Company's 1995 Incentive and Nonqualified Stock Option Plan
for Key Personnel, and to transact such other business as may properly come
before the meeting. The meeting will include a report on Central Parking
Corporation's activities for the fiscal year ended September 30, 1997 and there
will be an opportunity for comments and questions from shareholders.
Whether or not you plan to attend the meeting, it is important that you be
represented and that your shares be voted. Accordingly, after reviewing the
Proxy Statement, we ask you to complete, sign and date the proxy card and return
it as soon as possible in the postage-paid envelope provided. Early return of
your proxy will permit us to avoid the expense of soliciting the votes of
shareholders who are late sending in their proxy cards.
Sincerely,
/s/ MONROE J. CARELL, JR.
Monroe J. Carell, Jr.
Chairman of the Board
and Chief Executive Officer
January 27, 1998
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CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 9, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of
Central Parking Corporation, a Tennessee corporation (the "Company"), will be
held at the Company's headquarters, 2401 21st Avenue South, Third Floor,
Nashville, Tennessee, on Monday, March 9, 1998, at 11:00 a.m. (Central Standard
Time) (the "Annual Meeting") for the following purposes:
1. To elect eight Directors for the term ending at the 1999 Annual Meeting
of Shareholders;
2. To approve an increase in the authorized number of shares available
under the Company's 1995 Incentive and Nonqualified Stock Option Plan
for Key Personnel ("the Key Personnel Plan");
3. To transact such other business as may properly come before the meeting
and any continuations and adjournments thereof.
The Board of Directors has fixed the close of business on January 12, 1998
as the record date for determining the holders of the Common Stock of the
Company entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
The Common Stock of the Company should be represented as fully as possible
at the Annual Meeting. Therefore, please sign and return the enclosed proxy at
your earliest convenience. You may, of course, revoke your proxy at any time
before it is voted at the meeting. However, signing and returning the proxy will
assure your representation at the Annual Meeting if you do not attend.
By Order of the Board of Directors
/s/ HENRY J. ABBOTT
Henry J. Abbott
Secretary
Nashville, Tennessee
January 27, 1998
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN,
DATE AND RETURN YOUR PROXY.
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CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH, SUITE 200
NASHVILLE, TENNESSEE 37212
(615) 297-4255
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 9, 1998
INTRODUCTION AND VOTING PROCEDURES
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Central Parking
Corporation, a Tennessee corporation (the "Company"), for use at the 1998 Annual
Meeting of Shareholders of the Company to be held at the Company's headquarters,
2401 21st Avenue South, Third Floor, Nashville, Tennessee, on Monday, March 9,
1998, at 11:00 a.m. (Central Standard Time) and at any continuations and
adjournments thereof (the "Annual Meeting"). This Proxy Statement is first being
mailed on or about January 27, 1998 to holders of the Common Stock, par value
$.01 per share, of the Company (the "Common Stock") of record at the close of
business on January 12, 1998. The cost of this solicitation will be borne by the
Company.
The shares of Common Stock held by each stockholder who signs and returns
the enclosed proxy will be counted for purposes of determining the presence of a
quorum at the meeting unless such proxy shall be timely revoked. If the enclosed
form of proxy is executed and returned, it may, nevertheless, be revoked at any
time before it is voted by delivery of a written revocation or a duly executed
proxy bearing a later date to the Secretary of the Company at its headquarters
or by the stockholder personally attending and voting his or her shares at the
meeting.
The Board has fixed the close of business on January 12, 1998 as the record
date for the meeting. Only shareholders of record at the close of business on
January 12, 1998 are entitled to notice of and to vote at the Annual Meeting. At
the close of business on such date, there were 26,316,054 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. Each share of Common
Stock entitles the holder thereof to one vote on each matter to be considered at
the meeting. A quorum (i.e., holders of record of a majority of the shares of
Common Stock outstanding and entitled to vote at the meeting) is required for
any vote taken at the meeting. Assuming a quorum is present with respect to such
matters, the affirmative vote of a plurality of the shares of Common Stock cast
is required for the election of Directors and the affirmative vote of the
holders of a majority of the shares of Common Stock cast is required for the
approval of any other matter submitted to a vote of the shareholders at the
meeting. Under Tennessee law, abstentions are treated as present and entitled to
vote and, therefore, will be counted in determining whether a quorum is present,
but will have no effect on the outcome of any votes. A broker non-vote (i.e.,
shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote and as to which
the broker or nominee does not have discretionary power to vote on a particular
matter) will not be counted in determining whether a quorum is present, and will
have no effect on the outcome of any votes, except they will count as "no" votes
on the proposal to increase the number of shares reserved for the Key Personnel
Plan. All references to number of shares in this Proxy Statement have been
adjusted to reflect the three-for-two stock split in December 1997.
The Annual Report to Shareholders of the Company for the fiscal year ended
September 30, 1997, including audited consolidated financial statements (the
"Annual Report"), is being mailed concurrently with this Proxy Statement to all
holders of Common Stock of record at the close of business on January 12, 1998.
In addition, the Company has provided brokers, dealers, banks, voting trustees
and their nominees, at Company expense, with additional copies of the Annual
Report so that such record holders could supply such material to beneficial
owners as of January 12, 1998. Additional copies of the Annual Report and the
Annual Report on Form 10-K for the fiscal year ended September 30, 1997 filed
with the Securities and Exchange Commission (the "Form 10-K") (but without
exhibits to the Form 10-K) may be obtained without charge
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upon request to the Company's Investor Relations Department, 2401 21st Avenue
South, Suite 200, Nashville, Tennessee 37212, (615) 297-4255.
EACH PROPERLY EXECUTED PROXY RECEIVED IN TIME FOR THE MEETING WILL BE VOTED
AS SPECIFIED THEREIN. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
THEREBY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN WHO ARE
STANDING FOR ELECTION AS DIRECTORS, AND FOR AMENDMENT TO INCREASE THE SHARES
RESERVED FOR ISSUANCE UNDER THE KEY PERSONNEL PLAN FROM 1,417,500 TO 2,317,500.
Management does not know of any other matters that will be presented for action
at the Annual Meeting of Shareholders. If any other matter does come before the
Annual Meeting of Shareholders, however, the persons appointed in the proxy will
vote in accordance with their best judgment on such matter.
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PROPOSAL I.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
------------ -------- --------------------------------------------------
Monroe J. Carell, Jr., 66................. 1979 Chief Executive Officer and Chairman of the Board
of Directors of the Company for over 18 years. Mr.
Carell has also served as a trustee of
Vanderbilt University in Nashville, Tennessee,
since 1991 and is a member of the Board of Trust
of the Urban Land Institute. Mr. Carell is also
a member of the Board of Directors of Prison
Realty Trust (a publicly held real estate
investment trust) and Vanderbilt University
Medical Center.
James H. Bond, 55......................... 1990 Mr. Bond has been employed by the Company since
1971 in various positions including general
manager and regional manager. He has served as
President, Chief Operating Officer, and a member
of the Board of Directors of the Company since
October 1990.
Cecil Conlee, 61.......................... 1996 Mr. Conlee has served as Chairman and Chief
Executive Officer of CGR Advisors, which provides
real estate investment advice and portfolio
management services, since 1989. Mr. Conlee
serves on the Board of Directors of Oxford
Industries, Inc. and Rodamco N.V. Mr. Conlee
also serves as a trustee of Corporate Property
Investors, International Council of Shopping
Centers and Vanderbilt University. Mr. Conlee is
a member and past trustee of the Urban Land
Institute, a director of Central Atlanta
Progress, The Corporation for Olympic
Development Atlanta, and The Southern Center for
International Studies.
John W. Eakin, 43......................... 1993 Mr. Eakin formed and has been President of Eakin-
Smith, Inc., a real estate development and
management company, since September 1987. In
April 1996, Mr. Eakin merged his company with
Highwood Properties, Inc., an office and
industrial real estate investment trust. Mr.
Eakin serves as a Director of Highwood
Properties, Inc. and has served on the Advisory
Board of First American Bank since 1994. Mr.
Eakin is also a member of the Board of Directors
of Prison Realty Trust (a publicly held real
estate investment trust).
Edward G. Nelson, 66...................... 1993 Mr. Nelson formed Nelson Capital Corp., a merchant
banking firm, in 1985, and has served as the
President and Chairman of the Board of such firm
since its organization. Mr. Nelson serves as a
director of each of Advocat Inc., a long-term
care facility owner and operator; ClinTrials
Research Inc., a clinical research organization;
and Berlitz International, Inc., a language
services company. Mr. Nelson also serves as a
trustee of Vanderbilt University.
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DIRECTOR POSITIONS WITH COMPANY, DIRECTORSHIPS AND BUSINESS
NAME AND AGE SINCE EXPERIENCE FOR LAST FIVE YEARS
------------ -------- --------------------------------------------------
William C. O'Neil, Jr., 63................ 1993 Mr. O'Neil has served as Chairman of the Board,
President, and Chief Executive Officer of
ClinTrials Research Inc., a clinical research
organization, since September 1989. Mr. O'Neil
serves as a director of each of Advocat Inc., a
long-term care facility owner and operator;
ATRIX Laboratories, Inc., a drug delivery
company; Sigma Aldrich Chemical Company, a
manufacturer of research chemicals; and American
HealthCorp., a specialty healthcare service
company.
P.E. Sadler, 63........................... 1996 Mr. Sadler is the Chairman of ActaMed Corporation,
a health care technology company that he founded
in 1992. In 1979, Mr. Sadler founded MicroBilt
Corporation and served as its Chairman and Chief
Executive Officer. After MicroBilt was acquired
by First Financial Management Corporation in
1989, Mr. Sadler remained in this capacity until
1991. Mr. Sadler has previously served on the
Board of Directors of Endata Corporation, First
Financial Management Corporation and
Knowledgeware. Currently, Mr. Sadler serves as
Chairman for ActaVest Corporation and CareerOps,
Inc.
Lowell Harwood, 68........................ 1997 Mr. Harwood was appointed to the Board of
Directors of the Company in June 1997. Mr. Harwood
served as Chairman of the Board and Chief
Executive Officer of Square Industries, Inc.
from 1968 until its acquisition by the Company
in January 1997. Mr. Harwood is a past President
of the Metropolitan Parking Association of New
York and a former Treasurer of the National
Parking Association. Mr. Harwood also serves as
a Trustee of Kean University and is a member of
the Foundation Board of Trustees of Christ
Hospital.
DIRECTOR COMPENSATION AND MEETINGS; COMMITTEES OF THE BOARD OF DIRECTORS
Non-employee Directors of the Company receive a fee of $5,000 and $1,000
worth of restricted stock for each regular board meeting attended, $1,000 for
all other special meetings attended and grants of stock options pursuant to the
Company's 1995 Nonqualified Stock Option Plan for Directors (the "Director
Plan"). Under the Director Plan, each director serving on the Board on the last
day of the Company's fiscal year who has served in such capacity for at least
six months during such fiscal year receives options to acquire 4,500 shares of
Common Stock. See "Executive Compensation -- Compensation Pursuant to
Plans -- 1995 Nonqualified Stock Option Plan for Directors." In lieu of cash
compensation, Directors may elect to receive shares of restricted stock under
the Company's 1995 Restricted Stock Plan. Directors who are employees of the
Company or its affiliates do not receive additional compensation for services as
a director of the Company. All Directors are reimbursed for actual expenses
incurred in connection with attending meetings.
During the Company's fiscal year ended September 30, 1997 ("fiscal 1997"),
the Board held four meetings. The Board has two standing committees, the Audit
Committee and the Compensation Committee, each of which was formed in August
1995. The Board does not have a standing Nominating Committee. During fiscal
1997, the Audit Committee held one meeting and the Compensation Committee held
one meeting. During fiscal 1997, all of the current Directors of the Company
attended at least 75% of the aggregate number of meetings of the Board and the
respective Committees of the Board on which they served.
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The Compensation Committee, which is comprised of Messrs. Conlee, Eakin,
and O'Neil, is responsible for reviewing and recommending the appropriate
compensation and benefits of officers of the Company, considering and making
grants and awards under and administering the Company's Key Personnel Plan and
overseeing the Company's various other compensation and benefit plans.
The Audit Committee, which is comprised of Messrs. Eakin, Nelson, and
Sadler, is responsible for overseeing the auditing procedures and financial
reporting of the Company, reviewing the general scope of the Company's annual
audit and the fee charged by the Company's independent certified public
accountants, determining the duties and responsibilities of the internal
auditors, receiving, reviewing and accepting the reports of the Company's
independent certified public accountants, reviewing and approving related-party
transactions and overseeing the Company's systems of internal accounting and
management controls.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED
NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST BY THE SHARES
ENTITLED TO VOTE ON EACH DIRECTOR IS NECESSARY FOR HIS ELECTION.
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PROPOSAL II.
INCREASE IN THE SHARES RESERVED FOR ISSUANCE UNDER THE
1995 INCENTIVE AND NONQUALIFIED
STOCK OPTION PLAN FOR KEY PERSONNEL
Under the Company's 1995 Incentive and Nonqualified Stock Option Plan for
Key Personnel (the "Key Personnel Plan"), options to purchase shares of Common
Stock are available for grant (i) to Directors, key employees (including
officers), consultants, and advisors of the Company and its subsidiaries as an
incentive to such persons, and (ii) as substitute stock options for outstanding
stock options granted by companies acquired by the Company. The Key Personnel
Plan became effective on the date of the Company's initial public offering in
1995. All eleven executive officers (two of whom are directors) and
approximately 125 key employees currently hold options granted under the Key
Personnel Plan. The Key Personnel Plan originally allowed for the issuance of
options to purchase up to 1,417,500 shares of Common Stock, in the aggregate,
when taken together with the shares available for issuance under the Company's
1995 Restricted Stock Plan.
On November 21, 1997, the Company's Board of Directors approved an
amendment to the Key Personnel Plan to increase the number of shares of Common
Stock reserved for issuance under such Plan by 900,000, so that the total number
of shares available for issuance upon the exercise of options granted under the
Key Personnel Plan is 2,317,500. This amendment has been recommended for
approval by the Company's shareholders. The amendment will provide the
flexibility to award additional options as an incentive in attracting and
retaining quality personnel. As of January 2, 1998, options to purchase 712,698
shares remain outstanding under the Key Personnel Plan at exercise prices
ranging from $8.00 to $32.54 per share. At such date, the per share market value
of the Common Stock underlying such outstanding options was $45.75.
The Key Personnel Plan is administered by the Board of Directors. Subject
to certain limitations, the Board of Directors has the authority to determine
the recipients of, as well as the number of shares subject to, exercise prices,
exercise periods and terms of, stock options under the Key Personnel Plan. In
making such determinations, the Board of Directors may take into account the
nature of the services rendered or to be rendered by option recipients, and
their past, present or potential contributions to the Company.
Options granted under the Key Personnel Plan generally vest ratably over a
four year period after the date of their grant and expire on the tenth
anniversary of their grant. The maximum term of any option granted pursuant to
the Key Personnel Plan is 10 years except that incentive options granted to
persons who beneficially own ten percent (10%) or more of the Company's
outstanding Common Stock will not have terms in excess of five (5) years. Shares
subject to options granted under the Key Personnel Plan which expire, terminate,
or are canceled without having been exercised in full become available again for
option grants.
The Key Personnel Plan provides that the exercise price of an option must
not be less than the fair market value of the Common Stock on the trading day
next preceding the date of grant. In the case of incentive options granted to
persons who beneficially own ten percent (10%) or more of the Company's
outstanding Common Stock, the exercise price must not be less than 110% of such
fair market value. The exercise price of substitute stock options will be
determined based on the exchange ratio of the underlying transaction. Options
are nontransferable, other than by will, the laws of descent and distribution or
pursuant to certain domestic relations orders. Payment for Shares of Common
stock to be issued upon exercise of an option may be made either in cash,
unrestricted shares of Common Stock or any combination thereof, at the
discretion of the holder. In the event an option holder is terminated as an
employee by reason of disability or death, the holder or his or her
representative may exercise the vested portion of the option for a period of 12
months following such termination unless the Board of Directors elects, in its
sole discretion, to extend the exercise period. In the event the option holder
is terminated as an employee for any reason other than disability, death or
cause, the holder may exercise the vested portion of his or her option for a
period of three (3) months following termination, unless extended by agreement
of the Company. If the employment of an option holder is terminated for "cause,"
as defined in the Key Personnel Plan, the unexercised options expire
immediately. Options granted under the Key Personnel Plan become exercisable
ratably over a four year period.
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Neither the grant nor the exercise of an incentive stock option will result
in taxable income to the optionee. The tax treatment on the sale of Common Stock
acquired upon exercise of an incentive stock option depends on whether the
holding period requirement is satisfied. The holding period is met if the
disposition by the optionee occurs (i) at least two years after the date the
option is granted and (ii) at least one year after the date the option is
exercised. In the case of a deceased employee, the incentive stock option may be
exercised by the deceased optionee's legal representative to the extent the
deceased optionee would have been entitled to do so at the time of death. The
Key Personnel Plan permits the legal representative of any deceased employee to
exercise an option for up to one year following the death of the optionee. If
the holding period is satisfied, the excess of the amount realized upon sale of
the Common Stock over the price paid for these shares will be treated as
long-term capital gain. If the optionee disposes of the Common Stock before the
holding period is met (a "disqualifying disposition"), the excess of the fair
market value of the shares on the date of exercise or, if less, the fair market
value on the date of disposition, over the exercise price will be taxable as
ordinary income to the optionee at the time of disposition, and the Company will
be entitled to a corresponding deduction. The balance of the gain, if any, will
be a capital gain to the optionee. Any capital gain realized by the optionee
will be a long-term capital gain if the optionee's holding period for the Common
Stock at the time of disposition is more than one year, otherwise it will be
short-term.
Although the exercise of an incentive stock option will not result in
taxable income to the optionee, the excess of the fair market value of the
shares on the date of exercise over the exercise price will be included in the
optionee's "alternative minimum taxable income" under Section 56 of the Internal
Revenue Code of 1986, as amended (the "Code"). This inclusion might subject the
employee to, or increase his liability for, the alternative minimum tax under
Section 55 of the Code.
No federal income tax consequences occur to either the Company or the
optionee upon the Company's grant or issuance of a non-qualified option under
the Key Personnel Plan so long as the option does not have a readily
ascertainable fair market value on the date of the grant. Generally, an option
has to be traded on an established market or have a value that can otherwise be
determined with reasonable accuracy to have a readily ascertainable fair market
value. Upon an optionee's exercise of a non-qualified option not taxed at grant,
the optionee will recognize ordinary income in an amount equal to the difference
between the fair market value of the stock purchased pursuant to the exercise of
the option and the exercise price of the option. However, if the stock purchased
upon exercise of the option is not transferable or is subject to a substantial
risk of forfeiture, then the optionee will not recognize income until the stock
becomes transferable or is no longer subject to such risk of forfeiture (unless
the optionee makes an election under Code Section 83(b) to recognize the income
in the year of exercise, which election must be made within 30 days of the
option exercise). The Company will be entitled to a deduction in an amount equal
to the ordinary income recognized by the optionee in the year in which such
income is recognized by the optionee. Upon a subsequent disposition of the
stock, the optionee will recognize capital gain to the extent the sales proceeds
exceed the optionee's cost of the stock plus the previously recognized ordinary
income.
A copy of the amendment to the Key Personnel Plan is attached hereto as
Exhibit A.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST ON THIS MATTER IS
REQUIRED TO APPROVE THE AMENDMENT OF THE KEY PERSONNEL PLAN. THE BOARD OF
DIRECTORS HAS APPROVED THE AMENDMENT AND RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE PROPOSED AMENDMENT.
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EXECUTIVE OFFICERS
YEAR OF POSITIONS WITH THE COMPANY AND BUSINESS
NAME & AGE EMPLOYMENT EXPERIENCE FOR THE LAST FIVE YEARS
---------- ---------- ---------------------------------------
Monroe J. Carell, Jr., 66... 1967 Chief Executive Officer and Chairman of the Board since
1979.
James H. Bond, 55........... 1971 President, Chief Operating Officer and a member of the
Board since 1990. Prior to 1990 Mr. Bond served in
various positions with the Company including regional
manager and Senior Vice President.
Emanuel J. Eads, 46......... 1974 Senior Vice President since 1985 and has served in
various positions with the Company including general and
regional manager since 1974.
Alan J. Kahn, 37............ 1982 Senior Vice President-European Operations since April
1996, and has served in various other positions with the
Company, including general and regional manager since
1982.
Jeff L. Wolfe, 38........... 1988 Senior Vice President since May 1994, and has served in
various positions with the Company, including general
and regional manager since 1988.
Henry J. Abbott, 47......... 1977 Vice President-General Counsel since 1986, Secretary
since 1980; and other positions with the Company since
1977.
Greg Susick, 36............. 1989 Senior Vice President since 1996 and has served in
various positions with the Company, including general
and regional manager since 1989.
Stephen A. Tisdell, 46...... 1993 Chief Financial Officer since 1993; from May 1992 to
February 1993, President and owner of Tisdell Consulting
(financial consulting); from June 1991 until May 1992;
Executive Vice President, Treasurer, and Secretary of
Maison Blanche, Inc., (retail clothing stores); from
February 1987 until June 1991, Group Vice
President-Finance and Chief Accounting Officer of
Service Merchandise Corporation (retail catalog
showrooms).
William R. Porter, 43....... 1996 Senior Vice President-Acquisitions since November 1996,
from 1991 to 1996, Executive Vice President-Marketing,
Ace Parking (parking management).
Mark Pratt, 36.............. 1984 Senior Vice President since May 1997 and has served in
various positions with the company, including general
and regional manager since 1984.
Alfonso N. Cornish, 45...... 1996 Vice President of Human Resources since December 1996;
from 1994 to 1996 Vice President Human Resources-Roy
Rogers Restaurants; from 1992 to 1994, Human Resources
Director and Training Director, Southland Corp.
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OWNERSHIP BY MANAGEMENT AND CERTAIN SHAREHOLDERS
The table below sets forth certain information regarding the beneficial
ownership of the Common Stock as of January 2, 1998 of (i) each person known to
the Company to beneficially own 5% or more of the Common Stock, (ii) each
director and executive officer, and (iii) all Directors and executive officers
of the Company as a group. On that date, 26,315,679 shares were outstanding.
Unless otherwise indicated, the persons listed below have sole voting and
investment power over the shares of the Common Stock indicated.
NAME NUMBER(1) PERCENT(1)
---- --------- ----------
Monroe J. Carell, Jr........................................ 10,997,286(2)(3) 41.75%
The Carell Children's Trust................................. 7,470,213(4) 28.4%
Monroe Carell, Jr. 1995 Grantor Retained Annuity Trust...... 132,663(5) *
Monroe Carell, Jr. 1994 Grantor Retained Annuity Trust...... 1,752,074(5) 6.7%
James H. Bond............................................... 317,529(6) 1.3%
Cecil Conlee................................................ 16,986(7) *
John W. Eakin............................................... 21,375(8) *
Edward G. Nelson............................................ 24,750(9) *
William C. O'Neil, Jr....................................... 27,000(10) *
P. E. Sadler................................................ 19,709(11) *
Lowell Harwood.............................................. 18,750(12) *
Emanuel J. Eads............................................. 25,155(13) *
Alan J. Kahn................................................ 14,985(14) *
Jeff L. Wolfe............................................... 23,580(15) *
Directors and officers as a group (17 persons).............. 11,582,806(16) 43.6%
- ---------------
* Indicates less than 1%.
(1) For purposes of computing beneficial ownership and the percentages of
outstanding shares held by each person or group of persons on a given date,
and in accordance with 13d-3 under the Securities Exchange Act of 1934, as
amended, shares which such person or group has the right to acquire within
60 days after such date are shares for which such person has beneficial
ownership and are deemed to be outstanding for purposes of computing the
percentage of such person, but are not deemed to be outstanding for the
purpose of computing the percentage of any other person.
(2) Address: 2401 21st Avenue South, Suite 200, Nashville, Tennessee 37212.
(3) Includes 13,241 shares held in the Company's Deferred Unit Plan, which Plan
contains a Power of Attorney pursuant to which Mr. Carell votes such shares
and options to purchase 9,413 shares of Common Stock granted pursuant to
the Key Personnel Plan and 1,884,737 shares held by two trusts with respect
to which Mr. Carell is Trustee. See footnote 5. Excludes 7,470,213 shares
held by The Carell Children's Trust and 29,510 shares held by trusts
benefiting Mr. Carell's grandchildren, with respect to which Mr. Carell
disclaims beneficial ownership.
(4) The Carell Children's Trust is a trust created by Mr. Carell in 1987 for
the benefit of his children, the trustee of which is Equitable Trust
Company and the address of which is 800 Nashville City Center, 511 Union,
Nashville, Tennessee 37219.
(5) The Monroe Carell, Jr. 1995 Grantor Retained Annuity Trust and The Monroe
Carell, Jr. 1994 Grantor Retained Annuity Trust are trusts created in 1995
and 1994 respectively, of which Mr. Carell is trustee and from which Mr.
Carell is entitled to an annuity until September 1999 with the remainder
passing to his children.
(6) Includes 267,750 shares of restricted stock granted under the Company's
1995 Restricted Stock Plan in connection with Mr. Bond's Performance
Agreement, 2,250 shares held by his spouse, 1,125 shares held by the Emily
Bond Trust of which Mrs. Bond is trustee, and options to purchase 27,000
shares of common stock granted pursuant to the Company's Key Personnel
Plan.
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(7) Includes 1,235 shares of restricted stock granted in lieu of director
compensation pursuant to the Company's 1995 Restricted Stock Plan and
options to purchase 20,250 shares of Common Stock granted pursuant to the
Company's 1995 Incentive and Nonqualified Stock Option Plan for Directors
("Director Stock Option Plan").
(8) Includes options to purchase 20,250 shares of Common Stock granted pursuant
to the Director Stock Option Plan.
(9) Includes 4,500 shares held by Mr. Nelson's spouse, of which Mr. Nelson
disclaims beneficial ownership, and options to purchase 20,250 shares of
Common Stock granted pursuant to the Director Stock Option Plan.
(10) Includes options to purchase 20,250 shares of Common Stock granted pursuant
to the Director Stock Option Plan.
(11) Includes 958 shares of restricted stock granted in lieu of director
compensation pursuant to the Company's 1995 Restricted Stock Plan and
options to purchase 20,250 shares of Common Stock granted pursuant to the
Director Stock Option Plan.
(12) Includes options to purchase 11,250 shares of Common Stock granted pursuant
to the Director Stock Option Plan.
(13) Includes options to purchase 20,250 shares of Common Stock granted pursuant
to the Key Personnel Plan.
(14) Includes options to purchase 15,750 shares of Common Stock granted pursuant
to the Key Personnel Plan.
(15) Includes options to purchase 20,250 shares of Common Stock granted pursuant
to the Key Personnel Plan, 2,250 shares held by Mr. Wolfe's spouse, and
2,250 shares held by the Patricial Wolfe Children's Trust of which Mr.
Wolfe disclaims beneficial ownership.
(16) Includes options to purchase 168,038 shares of the Company's Common Stock
granted pursuant to the Company's Key Personnel Plan and Director Stock
Option Plan, 269,946 shares granted pursuant to the Company's 1995
Restricted Stock Plan, and 13,241 shares held in the Company's Deferred
Unit Plan.
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EXECUTIVE COMPENSATION
The following table summarizes information concerning cash and non-cash
compensation paid to or accrued for the benefit of the Company's Chief Executive
Officer and the persons who, during fiscal 1997, were the four other most highly
compensated executive officers of the Company (the "Named Executive Officers")
for all services rendered in all capacities to the Company for the fiscal years
indicated.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION AWARDS(1)
--------------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES ALL OTHER
----------------------- STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($) OPTIONS/SARS(#) ($)
- --------------------------- ---- --------- ----------- ------------- ---------------- ---------------
Monroe J. Carell, Jr.,..... 1997 66,476 624,424(2) -- 9,413(3) 5,368(4)
Chairman and Chief 1996 66,476 974,425(2) -- -- 9,926(5)
Executive Officer 1995 66,476 1,230,424(2) -- -- 13,765(6)
James H. Bond,............. 1997 52,300 800,000(2) -- 9,000(8) 3,958(9)
President and Chief 996 52,300 793,188(2) 2,618,000(7) 18,000(8) 15,292(10)
Operating Officer 1995 52,300 954,814(2) -- -- 497,941(11)
Emanuel J. Eads,........... 1997 45,000 589,936(2) -- 6,750(12) 3,950(13)
Senior Vice President 1996 45,000 549,712(2) -- 13,500(12) 4,573(13)
1995 45,000 462,186(2) -- -- 4,653(13)
Alan J. Kahn,.............. 1997 228,676 195,521(2) -- 6,750(14) 3,929(15)
Senior Vice President 1996 106,122 150,125(2) -- 9,000(14) 4,549(15)
1995 59,384 97,746(2) -- 4,629(15)
---
Jeff L. Wolfe,............. 1997 75,000 255,522(2) -- 6,750(12) 3,916(16)
Senior Vice President 1996 75,000 244,637(2) -- 13,500(12) 4,534(16)
1995 75,000 159,542(2) -- -- 4,614(16)
- ---------------
(1) Although the Company's Key Personnel Plan permits the grant of stock
appreciation rights, no such rights have been granted to date.
(2) The table reflects cash compensation paid during fiscal 1997, 1996 and
1995, respectively, and does not include accrued bonuses payable for fiscal
year ended September 30, 1997 payable to Mr. Carell of $193,576, Mr. Bond
of $314,711, Mr. Eads of $199,643, Mr. Kahn of $147,193, and Mr. Wolfe of
$54,342. Amounts have been excluded related to the Deferred Unit Plan as of
September 30, 1997 payable to Mr. Bond of $85,229, Mr. Eads of $129,000,
and Mr. Wolfe of $68,635.
(3) Includes options to purchase 9,413 shares of the Company's Common Stock
granted pursuant to the Key Personnel Plan.
(4) Includes $3,968 allocated to Mr. Carell under the Company's Profit Sharing
Plan and $1,400 in insurance premiums.
(5) Includes $2,532 for expenses reimbursed to Mr. Carell, plus $4,594
allocated to Mr. Carell under the Company's Profit Sharing Plan and $2,800
in insurance premiums.
(6) Includes $6,265 for expenses reimbursed to Mr. Carell, plus $4,675
allocated to Mr. Carell under the Company's Profit Sharing Plan and $2,825
in insurance premiums.
(7) On October 13, 1995, 119,000 restricted shares were granted to Mr. Bond in
replacement of certain amounts accrued under his performance unit
agreement. The value of those shares was $2,618,000 at such date, which
satisfied an accrued liability under the prior performance unit agreement
at September 30, 1995 of approximately $1,950,000 (a portion of which is
disclosed in footnote 11 below and included in other compensation of
$493,278 in 1995). Subsequently, in March 1996, those restricted shares
split 3-for-2 and in December 1997, those restricted shares split again
3-for-2 and now total 267,750. The value of the restricted shares was
$8,389,410 at September 30, 1997.
(8) Includes options to purchase 9,000 and 18,000 shares of the Company's
Common Stock granted pursuant to the Company's Key Personnel Plan in 1997
and 1996, respectively. In addition, 267,750
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restricted shares of the Company's Common Stock were granted to Mr. Bond
under the Company's 1995 Restricted Stock Plan.
(9) Includes $3,958 allocated to Mr. Bond under the Company's Profit Sharing
Plan and $16,065 of dividends paid on the restricted stock noted in
footnote 7 above.
(10) Includes $4,582 allocated to Mr. Bond under the Company's Profit Sharing
Plan and $10,710 of dividends paid on the restricted stock noted in
footnote 7 above.
(11) Includes $4,663 allocated to Mr. Bond under the Company's Profit Sharing
Plan and a $493,278 increase in the value of Mr. Bond's performance unit in
connection with his performance unit agreement (now replaced as described
in footnote 7 above).
(12) Includes options to purchase 6,750 and 13,500 shares of the Company's
Common Stock granted pursuant to the Key Personnel Plan in 1997 and 1996,
respectively.
(13) Allocated to Mr. Eads under the Company's Profit Sharing Plan.
(14) Includes options to purchase 6,750 and 9,000 shares of the Company's Common
Stock granted pursuant to the Key Personnel Plan in 1997 and 1996,
respectively.
(15) Allocated to Mr. Kahn under the Company's Profit Sharing Plan.
(16) Allocated to Mr. Wolfe under the Company's Profit Sharing Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The following table reflects certain information with respect to options to
acquire shares of the Company's Common Stock granted under the Company's Key
Personnel Plan to the Named Executive Officers during the fiscal year ended
September 30, 1997.
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
TOTAL ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION OPTION
UNDERLYING EMPLOYEES TERM (10 YEARS)(1)
OPTIONS IN FISCAL EXERCISE OR EXPIRATION ---------------------
GRANTED(#) YEAR(%) BASE PRICE($/SH) DATE 5%($) 10%($)
---------- ---------- ---------------- ---------- --------- ---------
Monroe J. Carell, Jr............ 9,413 3.4 21.250 10/1/06 125,795 318,790
James H. Bond................... 9,000 3.2 21.250 10/1/06 120,276 304,803
Emanuel J. Eads................. 6,750 2.4 21.250 10/1/06 90,207 228,602
Alan J. Kahn.................... 6,750 2.4 21.250 10/1/06 90,207 228,602
Jeff L. Wolfe................... 6,750 2.4 21.250 10/1/06 90,207 228,602
- ---------------
(1) The dollar amounts under these columns result from calculations assuming 5%
and 10% growth rates as set by the Secutities and Exchange Commission and
are not intended to forecast future appreciation of the Common Stock.
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AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
NUMBER OF
SECURITIES (1)VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR- FISCAL YEAR-
SHARES END(#) END($)
ACQUIRED ON VALUE EXERCISEABLE/ EXERCISEABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISEABLE UNEXERCISEABLE
---- ----------- ----------- --------------- ---------------
Monroe J. Carell, Jr........................ -- -- 9,413/-- 94,883/--
James H. Bond............................... -- -- 27,000/-- 510,660/--
Emanuel J. Eads............................. -- -- 20,250/-- 382,995/--
Alan J. Kahn................................ -- -- 15,750/-- 278,010/--
Jeff L. Wolfe............................... -- -- 20,250/-- 382,995/--
- ---------------
(1) This amount represents the aggregate number of options multiplied by the
difference between $31.33, the fair market value of the Common Stock at
September 30, 1997, and the exercise price for that option after giving
effect for the three-for-two stock split in December 1997.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of the Named
Executive Officers. The employment agreements provide for base salaries of
$66,476 for Mr. Carell, $52,300 for Mr. Bond, $45,000 for Mr. Eads, $215,600 for
Mr. Kahn, and $75,000 for Mr. Wolfe. The employment agreements also provide for
annual performance-based bonus payments. Each employee can draw up to fifty
percent (50%) of his or her budgeted bonus prior to the fiscal year end. The
employment agreements may be terminated by either party upon 30 days' written
notice except that termination for theft, embezzlement, fraud, or intentional
mishandling of Company funds shall be effective immediately. Upon termination of
the employment agreement, the employee is prohibited from competing with the
Company for a period of one year within 50 miles of any county or independent
city in which the employee rendered services to or for the Company. Effective
fiscal year 1997, Mr. Carell's employment agreement limits his bonus
compensation to a maximum of $500,000 from $700,000 in fiscal year 1996 and
$1,200,000 in fiscal year 1995. Effective fiscal year 1995, Mr. Bond's
employment agreement limits his bonus compensation to a maximum of $800,000.
Effective fiscal year 1997, Mr. Eads employment agreement limits his bonus
compensation to a maximum of $600,000. The Company has entered into an agreement
with Mr. Bond providing for a severance payment to Mr. Bond in cash or stock, at
the Company's election, in an amount equal to three weeks of Mr. Bond's total
compensation for each year of employment with the Company, upon the termination
of Mr. Bond's employment with the Company for any reason other than fraud or
intentional malfeasance. At September 30, 1997, such severance payment would
equal approximately $1,278,450.
Mr. Bond and the Company are parties to a Performance Unit Agreement
pursuant to which the Company issued Mr. Bond 267,750 shares of Common Stock
under the Company's 1995 Restricted Stock Plan, together with the right to
receive until his normal retirement or, if earlier, the date of termination of
his employment, additional shares of restricted Common Stock in an amount
determined by a formula based upon the Company's performance over such period.
If Mr. Bond voluntarily terminates his employment with the Company before his
normal retirement, or if the Company terminates his employment for cause, all
shares of Common Stock to be received under the Restricted Stock Plan are
forfeited.
Mr. Carell and the Company are parties to a deferred compensation agreement
that entitles Mr. Carell to annual payments of $500,000 for a period of ten
years following his termination, for any reason other than death, in exchange
for a covenant not to compete. Thereafter, Mr. Carell is entitled to annual
payments of $300,000 until his death and, in the event his wife survives him,
she is entitled to annual payments of $300,000 until her death.
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COMPENSATION PURSUANT TO PLANS
1995 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN FOR KEY PERSONNEL
In August 1995, the Company's Board of Directors and shareholders adopted
the 1995 Incentive and Nonqualified Stock Option Plan for Key Personnel which is
described under Proposal II.
1995 RESTRICTED STOCK PLAN
In August 1995, the Company's Board of Directors and shareholders adopted
the 1995 Restricted Stock Plan (the "Restricted Stock Plan") under which
restricted shares of the Common Stock are available for grant to Directors, key
employees (including officers), and consultants of the Company and its
subsidiaries as an incentive to such persons. One executive officer, who is also
a board member, six outside directors and 4 key employees are currently
participating in the Restricted Stock Plan. The Restricted Stock Plan allows for
the issuance of up to 1,417,500 shares of Common Stock, in the aggregate, when
taken together with shares eligible for grant under the Key Personnel Plan. A
Director receives a restricted stock award of $1,000 worth of restricted stock
for attendance at each Board Meeting. At January 2, 1998, the Company has issued
273,834 shares under the Restricted Stock Plan.
1995 NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
In August 1995, the Company's Board of Directors and shareholders adopted
the Director Plan under which nonqualified options to purchase shares of Common
Stock are available for grant to non-employee Directors of the Company. The
Director Stock Option Plan, which allows for the issuance of options to purchase
up to 225,000 shares of Common Stock, is a formula plan under which options to
acquire 11,250 shares of Common Stock are to be granted to each non-employee
Director of the Company upon the date of his or her initial election to the
Board of Directors. Additionally, each Director serving on the Board on the last
day of the Company's fiscal year who has served in such capacity for at least
six months during such fiscal year automatically receives options to acquire
4,500 shares of Common Stock. As of January 2, 1998 options to purchase 112,500
shares of Common Stock had been granted and remain outstanding under the
Director Stock Option Plan.
1996 EMPLOYEE STOCK PURCHASE PLAN
In August 1995, the Company's Board of Directors and shareholders adopted
the 1996 Employee Stock Purchase Plan (the "Stock Purchase Plan"). The Stock
Purchase Plan became effective on April 1, 1996 (the "Effective Date"). The
Company has reserved a total of 450,000 shares of Common Stock for issuance
under the Stock Purchase Plan. The Stock Purchase Plan allows employees of the
Company and certain of its subsidiaries who are, as of the first day of each
Plan Year (as defined in the Stock Purchase Plan), employed at least 20 hours a
week and more than 5 months in a calendar year to make an annual election to
participate. An employee becomes eligible to participate as of April 1 of a Plan
Year if he or she has worked at least 90 days by the January 1 immediately
preceding such April 1 and if he or she remains an employee continuously through
such April 1. At January 2, 1998, 40,349 shares have been issued under the Plan.
PROFIT SHARING PLAN
The Company sponsors the Central Parking System Profit Sharing Plan (the
"Profit Sharing Plan"), a defined contribution plan, for which substantially all
of the Company's domestic employees are eligible. The Company is the plan
administrator and appoints a Profit Sharing Committee to make determinations
regarding interpretation and application of the plan. Contributions to the
Profit Sharing Plan by the Company are at the discretion of the Company.
DEFERRED UNIT PLAN
In February 1997, the Company's shareholders ratified the Deferred Unit
Plan. The plan provides for the issuance of up to 375,000 shares of Common
Stock. Under the plan, certain key employees may defer up to 50% of their annual
compensation by purchasing stock units which may convert to shares of Common
Stock or cash at the employees' option upon the expiration of a particular
deferral period. As of September 30, 1997, no compensation has been deferred
under this plan.
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COMPENSATION COMMITTEE REPORT
The following Compensation Committee Report is not deemed to be part of a
document filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is not to be deemed
incorporated by reference in any documents filed under the Securities Act or
Exchange Act, without the express consent of the persons named below.
The Compensation Committee (the "Committee") of the Board reviews and
approves compensation levels for the Company's management personnel, including
the Named Executive Officers. The Committee was established in August 1995, and
is composed entirely of non-employee directors. Prior to that date the Company
did not have a compensation committee and all directors, including Messrs.
Carell and Bond, both executive officers of the Company, participated in
deliberations concerning executive officer compensation. The Compensation
Committee held one meeting during the fiscal year ended September 30, 1997.
COMPENSATION PHILOSOPHY AND POLICIES FOR EXECUTIVE OFFICERS
The Company's executive compensation program has been designed to support
the overall Company strategy and objective of creating shareholder value by:
-- emphasizing pay for performance by making the majority of executive
compensation "at risk" by conditioning its payment on the financial
performance of the Company.
-- providing compensation opportunities that attract and retain talented
and committed executives on a long-term basis.
-- creating a mutuality of interest between executive officers and
stockholders by providing long-term incentives through the use of stock
options, restricted stock and the Deferred Unit Plan which have value to
the executives only through stock appreciation over time.
The Committee believes that the Company's executive compensation policy
should be reviewed annually in relation to the Company's financial performance,
annual budgeted financial goals and its position in the parking/transportation
management industry. The compensation of certain individuals is reviewed
annually by the Committee in light of its executive compensation policy for that
year. The most important determinant of executive compensation is the financial
performance of the Company. In fiscal 1997, greater than 84% of the Named
Executive Officers' cash compensation was paid based on the Company's
performance.
The Company believes it has a significantly greater percentage of the total
direct compensation for the Company's senior executives "at risk," through
annual cash incentive payments, than most companies having similar revenues. The
Company believes that the current makeup of senior management compensation is
consistent with the Company's objective of emphasizing pay for performance.
There are currently no plans to change the component of total direct
compensation that is "at risk."
The Committee believes that, in addition to corporate performance, it is
appropriate to consider in setting and reviewing executive compensation the
level of experience and responsibilities of each executive as well as the
personal contributions a particular individual may make to the success of the
Company. Such factors as leadership skills, analytical skills and organizational
development are deemed to be important qualitative factors to take into account
in considering levels of compensation. No relative weight is assigned to these
qualitative factors, which are applied subjectively.
The Committee and the Board periodically discuss alternative compensation
arrangements but believe that the current programs permit the broadest range of
participation in the success of the Company.
Currently, the Company's executive compensation program is comprised of
three principal areas: annual cash incentive (bonus), base salary and long-term
incentive opportunities through stock options, restricted stock and the Deferred
Unit Plan.
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ANNUAL CASH INCENTIVES
Annual cash bonuses tied to the Company's financial performance are the
Company's primary compensation mechanism and are designed to focus management
attention on the Company's profit performance for the current fiscal year.
Annual profit goals are specific to each executive's area of responsibility. The
employment agreements of the Named Executive Officers provide for annual
performance-based bonus payments. One hundred percent of the annual cash bonus
for each Named Executive Officer, and all other executive officers, is tied to
Company profitability.
BASE SALARY
The Company has entered into employment agreements with each of the Named
Executive Officers. These employment agreements provide for the base salaries
shown in the Summary Compensation Table. The Company's policy is generally to
pay base salaries that are below the 50th percentile of the competitive market
composite.
LONG TERM INCENTIVES
The Company's long term incentive compensation program consists of grants
of stock options, restricted stock, and the Deferred Unit Plan. Incentive stock
options and non-qualified stock options are available for grant under the
Company's Key Personnel Plan. Stock awards are available for grant under the
Company's 1995 Restricted Stock Plan. The granting of stock options and
restricted stock is designed to focus an executive's attention on managing the
Company from the perspective of a long term owner with an equity stake in the
business. These grants also help ensure that operating decisions are based upon
long term results that benefit the Company and ultimately the shareholders.
Company executives are periodically granted stock options and restricted stock
on the same terms as those granted to other employees. Participation in the
Deferred Unit Plan is limited to key officers of the Company.
DEFERRED UNIT PLAN
Under the Company's Deferred Unit Plan, certain key employees have the
opportunity to defer the receipt of certain portions of their cash compensation,
instead receiving shares of Common Stock following certain periods of deferral.
Approximately nine key employees are eligible to participate in the Plan. The
Plan is administered by a committee, appointed by the Board of Directors of the
Company, consisting of at least two non-employee "outside" directors of the
Company.
The Company reserved 375,000 shares of Common Stock for issuance under the
Deferred Unit Plan. Participants may defer up to 50% of their salary. As of
January 2, 1998 approximately $283,000 has been deferred into this plan.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The compensation for Mr. Carell, the Company's Chief Executive Officer, is
determined pursuant to his employment agreement. His employment agreement
provides a base salary of $66,476 plus bonus compensation and stock options. Mr.
Carell's bonus compensation is tied directly to the Company's financial
performance. Mr. Carell is entitled to participate in the Company's long-term
incentive compensation programs on the same terms and conditions as the
Company's other executive officers. Mr. Carell's annual salary for the 1997
fiscal year was $66,476 and his cash bonus payment was $624,424, inclusive of a
1996 bonus payment of $318,000 which was accrued in 1996. In addition, Mr.
Carell received stock options valued at $200,000 on October 1, 1996 and 1997.
Mr. Carell's bonus compensation for fiscal 1997 is computed at the lesser of (1)
$500,000; or (2) 22.5% of a base which approximates the Company's pre-tax
earnings before Mr. Carell's bonus less $4,674,470. This base is adjusted for
the impact of any current year non-current receivables net of prior year
collection of non-current receivables. The bonus computation is aggregated with
all other key personnel bonuses and reduced prorata by the amount aggregate
bonuses exceed 35% of the Company's pre-tax profits. Mr. Carell's employment
agreement for 1997 and future years has been amended
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to limit his annual bonus compensation to a maximum of $500,000 in cash
compensation and stock options valued at $200,000 to be granted on the first day
of each year.
EXECUTIVE COMPENSATION TAX DEDUCTIBILITY
The Omnibus Budget Reconciliation Act of 1993 (the "Budget Act"), generally
provided that, commencing in 1994, compensation paid by publicly-held
corporations to the chief executive officer and the four most highly paid senior
executive officers in excess of $1 million per year per executive will be
deductible by the Company only if paid pursuant to qualifying performance-based
compensation plans approved by the stockholders of the Company. Compensation as
defined by the Budget Act includes, among other things, base salary, incentive
compensation and gains on stock option transactions. The Company establishes
individual compensation based primarily upon Company performance and competitive
considerations. As a result, executive compensation may exceed $1 million in a
given year. The Company believes it has performed the necessary steps to qualify
the Company's performance-based compensation plans for tax deductibility.
THIS REPORT IS SUBMITTED BY CECIL CONLEE, JOHN W. EAKIN, AND WILLIAM C.
O'NEIL, JR., BEING ALL OF THE MEMBERS OF THE COMPENSATION COMMITTEE OF THE
COMPANY'S BOARD DURING THE 1997 FISCAL YEAR.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of the above named
individuals, none of whom is an employee or officer of the Company. No executive
officer of the Company served during fiscal year 1997 as a member of a
Compensation Committee or as a director of an entity of which any of the
Company's Directors serves as an executive officer.
CERTAIN TRANSACTIONS
In October 1995, the Company exchanged two Nashville, Tennessee properties
for two Tulsa, Oklahoma properties owned by the majority shareholders through a
Tennessee limited liability company ("the LLC") of which the Company's chairman
is chief manager and owner of fifty percent of the membership interests. The two
Nashville properties are surface lots located in downtown Nashville with an
appraised value of $2,840,000. The Tulsa properties are two surface parking lots
that the LLC purchased from an unrelated third party immediately prior to the
exchange for approximately $2.6 million. In the transaction, the Company
exchanged the Nashville properties at their appraised value and received the two
Tulsa properties and approximately $200,000 in cash from the LLC. The Company
leased the Nashville properties from the LLC for $290,000 per year for a 10 year
term and pays percentage rent. Total rent expense for 1997, including percentage
rent, was $354,000. In addition, the Company will receive 25% of the gain in the
event of a sale of these properties during the term of the lease. During 1997,
the Company approved an increase in the percentage rent clause which was
approved by a majority of the Company's disinterested directors. Management
believes that such transactions have been on terms no less favorable to the
Company than those that could have been obtained from unaffiliated persons. See
Note 13 to the Company's 1997 Consolidated Financial Statements.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of the
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Such executive officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. The SEC requires public companies to disclose in
their proxy statements whether persons required to make such filings missed or
made late filings. During fiscal 1997, all such filings and disclosure
requirements were met within the time allowed for all persons subject to Section
16(a).
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PROPOSALS OF STOCKHOLDERS FOR 1999 ANNUAL MEETING
Shareholders intending to submit proposals for presentation at the 1999
Annual Meeting of Shareholders of the Company and inclusion in the Proxy
Statement and form of proxy for such meeting should forward such proposals to
Henry J. Abbott, Secretary, Central Parking Corporation, 2401 21st Avenue South,
Suite 200, Nashville, Tennessee 37212. Proposals must be in writing and must be
received by the Company prior to September 30, 1998. Proposals should be sent to
the Company by certified mail, return receipt requested.
AUDITORS
The firm of KPMG Peat Marwick LLP has served as the Company's independent
public accountants since September 30, 1991 and has been selected to serve in
such capacity for the fiscal year ended September 30, 1998. A representative of
KPMG Peat Marwick LLP will attend the Annual Meeting to respond to questions
from shareholders and to make a statement if he so desires.
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STOCK PERFORMANCE GRAPH
The stock price performance graph depicted below is not deemed to be part
of a document filed with the SEC pursuant to the Securities Act or the Exchange
Act and is not to be deemed incorporated by reference in any documents filed
under the Securities Act or the Exchange Act without the express consent of the
Company.
The graph below compares the total cumulative return of the Company's
Common Stock with the securities of entities comprising the S&P 500 Index and
S&P Specialized Services Index. Cumulative return assumes $100 invested in the
Company or the respective index on October 10, 1995, with no dividend
reinvestment. Since there is no industry Peer Group, the Company utilized the
S&P Specialized Services Index. The graph presents information since the
Company's initial public offering date, October 10, 1995 to September 30, 1997.
Measurement Period Central Parking S&P Specialized
(Fiscal Year Covered) Corporation S&P 500 Services
10/10/95 100 100 100
9/30/96 272 147 134
9/30/97
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Appendix A
PROXY CENTRAL PARKING CORPORATION PROXY
ANNUAL MEETING OF SHAREHOLDERS, MARCH 9, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Monroe J. Carell, Jr. and Stephen A.
Tisdell, or either of them, as proxies, with power of substitution, to vote all
shares of the undersigned at the Annual Meeting of Shareholders of Central
Parking Corporation, to be held on Monday, March 9, 1998, at 11:00 a.m. Central
Standard Time, at the Company's management headquarters located at 2401 21st
Avenue South, Third Floor, Nashville, Tennessee, and at any adjournments or
postponements thereof, in accordance with the following instructions:
(1) ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary below) listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE CHECK
THE BOX TO VOTE "FOR" ALL NOMINEES AND STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW.)
Monroe J. Carell, Jr., James H. Bond, Cecil Conlee, John W. Eakin, Edward G.
Nelson, William C. O'Neil, Jr.,
P.E. Sadler and Lowell Harwood
(2) TO APPROVE AN INCREASE IN THE AUTHORIZED NUMBER OF SHARES AVAILABLE FOR
ISSUANCE UNDER THE COMPANY'S 1995 INCENTIVE AND NONQUALIFIED STOCK OPTION
PLAN FOR KEY PERSONNEL FROM 1,417,500 SHARES TO 2,317,500 SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
[ ] FOR DISCRETION [ ] AGAINST DISCRETION [ ] ABSTAIN
(Continued on reverse side)
(Continued from other side)
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR THE NOMINEES IN THE ELECTION
OF DIRECTORS, FOR THE AMENDMENT TO THE COMPANY'S KEY PERSONNEL PLAN, AND IN THE
DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY.
Dated: , 1998
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Dated: , 1998
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Signature(s) of shareholder(s)
should correspond exactly with
the name(s) printed hereon.
Joint owners should each sign
personally. Executors,
administrators, trustees, etc.,
should give full title and
authority.