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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 19, 1999
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Exact name of registrant as specified in its charter: Central Parking Corporation
State or other jurisdiction of incorporation: Tennessee
Commission File Number: 001-13950
IRS Employer Identification Number: 62-1052916
Address or principal executive offices: 2401 21st Avenue South
Suite 200
Nashville, TN 37212
Registrant's telephone number, including area code (615) 297-4255
Former name or former address, if changed since
last report: Not applicable
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 19, 1999, Central Merger Sub, Inc. ("Merger Sub"), a Delaware
corporation and a wholly owned subsidiary of the Registrant, merged with and
into Allright Holdings Inc. ("Allright"), a Delaware corporation. As a result of
the Merger, Allright became a wholly owned subsidiary of the Registrant. The
Merger was completed pursuant to the terms of an Agreement and Plan of Merger by
and among the Registrant, Merger Sub, Allright, Apollo Real Estate Investment
Fund II, L.P. and AEW Partners, L.P., dated as of September 21, 1998, and
amended as of January 5, 1999 (the "Merger Agreement").
The number of shares issued to Allright shareholders was determined as of
closing by an exchange ratio that was based on (A) an assumed value of $46.00
per share of the Registrant's common stock; (B) a base equity purchase price of
Allright of $564,390,050, adjusted for certain items such as assumed long-term
debt, working capital short falls and certain costs and expenses; and (C) the
number of shares of Allright common stock, warrants and certain options
outstanding as of the closing date.
Allright is a holding company, the sole material asset of which is 100% of the
authorized, issued and outstanding shares of common stock, $0.10 par value, of
Allright Corporation. Allright Corporation, in its name and through various
subsidiaries and joint ventures, operates parking facilities under three
different types of arrangements: fee ownership, leases, and management
contracts. As of September 30, 1998, Allright Corporation, directly or
indirectly, owned 195 facilities, leased 1,473 facilities, and operated 647
facilities through management contracts. The Registrant generally intends to
continue to operate Allright's facilities as parking facilities.
The information contained in the Registrant's press release dated March 19,
1999, a copy of which is attached as an exhibit hereto, is hereby incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statement required by this item will be filed on or
before June 5, 1999.
(b) Pro Forma Financial Information.
The proforma financial information required by this item will be
filed on or before June 5, 1999.
(c) Exhibits.
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Exhibit No. 2.1 Agreement and Plan of Merger by and among
Central Parking Corporation, Central Merger,
Sub, Inc., Allright Holdings, Inc., Apollo
Real Estate Investment Fund II, L.P. and AEW
Partners, L.P. dated as of January 5, 1999.
Exhibit No. 99.1 Text of press release dated March 19, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Central Parking Corporation
Date: April 2, 1999 By: Stephen A. Tisdell
----------------- Chief Financial Officer