Central Parking Corporation
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2006.
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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
(Exact Name of Registrant as Specified in Its Charter)
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Tennessee
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62-1052916 |
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
Incorporation or Organization) |
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2401 21st Avenue South, |
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Suite 200, Nashville, Tennessee
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37212 |
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(Address of Principal Executive Offices)
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(Zip Code) |
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Registrants Telephone Number, Including Area Code:
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(615) 297-4255 |
Securities Registered Pursuant to Section 12(b) of the Act:
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None |
Securities Registered Pursuant to Section 12(g) of the Act: |
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Title of Each Class
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Name of each Exchange on which registered |
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Common Stock, $0.01 par value
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New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. YES o NO þ
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 þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). YES o NO þ
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 March 31, 2006 (the last
business day of the most recently completed second fiscal quarter) was $107,400,592. 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 registrants classes of common stock as of
the latest practicable date.
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Class
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Outstanding at December 31, 2006 |
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Common Stock, $0.01 par value
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32,192,211 |
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth, as of December 31, 2006, the Companys directors:
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Director |
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Positions with Company, Directorships and Business |
Name and Age |
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Since |
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Experience for Last Five Years |
Monroe J. Carell, Jr., 75
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1979 |
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Executive Chairman of the Board of Directors of
the Company since August 2005. Mr. Carell served
as Chairman of the Board of Directors from 1979
until being named Executive Chairman in August
2005. Mr. Carell also served as Chief Executive
Officer from 1979 until April 2001 and from May
2003 to August 2005. Mr. Carell has served as a
trustee of Vanderbilt University since 1991 and
is a life member of the Urban Land Institute. |
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Raymond T. Baker, 57
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2004 |
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Partner, Gold Crown Management Company, a real
estate asset management company, from 1974 to
present. Mr. Baker is the founder and has served
as Co-Director of the Gold Crown Foundation since
1986. He is a member of the Board of Directors of
Alpine Banks of Colorado. Mr. Baker also serves
on the Steele Street Bank Board of Directors and
Land Title Guarantee Board of Directors. Mr.
Baker is currently serving as Chairman of the
Board of the Denver Metropolitan Major League
Baseball Stadium District; Chairman of the Board
of the Metropolitan Football Stadium District
(Denver); Chairman of the Colorado Commission on
Higher Education and the Colorado Commission on
Higher Education Capital Development Committee. |
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Claude Blankenship, 66
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2006 |
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Executive Managing Partner, Blankenship CPA
Group, a firm that provides audit, tax,
accounting and business consulting services,
since September 1992. Mr. Blankenship is a member
of the American Institute of Certified Public
Accountants (AICPA) and serves on the AICPA
Executive Committee for Private Companies
Practice Section. He is also a member and past
president of the Tennessee Society of Certified
Public Accountants. Mr. Blankenship currently
serves on the Board of Directors of Faith Family
Clinic and the Family Foundation. |
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Kathryn Carell Brown, 44
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2004 |
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Mrs. Brown was employed in various corporate
staff positions with the Company from 1985
through 1996. She served as Project Manager for
Herbert and Company, a residential construction
company, from February 1998 until December 2000.
Mrs. Brown currently serves as Vice Chairman of
the Tennessee Repertory Theater and a member of
the Board of Trustees of The Ensworth School.
Mrs. Brown is the daughter of Monroe J. Carell,
Jr., Executive Chairman of the Board of Directors
of the Company. |
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Emanuel J. Eads, 55
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2006 |
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President and Chief Executive Officer since
August 2005. Mr. Eads served as President and
Chief Operating Officer from May 2003 to August
2005. He served as President Business
Development from October 2001 until his
appointment as President and Chief Operating
Officer. Prior to October 2001, Mr. Eads served
as Executive Vice President, a position he
assumed in August 1998. Employed by the Company
since 1974, Mr. Eads previously served in a
variety of positions of increasing responsibility
including Senior Vice President, Regional Manager
and General Manager. |
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Lewis Katz, 65
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1998 |
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Mr. Katz serves as Governor of the New Jersey
Nets, a National Basketball Association
franchise. He served as the Chief Executive
Officer of Kinney System Holding Corp., a parking
services company, from November 1990 until the
Company acquired Kinney in February 1998. |
Page 1
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Director |
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Positions with Company, Directorships and Business |
Name and Age |
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Since |
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Experience for Last Five Years |
Edward G. Nelson, 75
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1993 |
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Mr. Nelson formed Nelson Capital Corp., a
merchant banking firm, in 1985, and has served as
Chairman and President since its organization.
Mr. Nelson serves as a director of Bucyrus
International, Inc., a manufacturer of surface
mining equipment, Ohio Steel Forge, a subsidiary
of Daido Steel of Japan and Evolved Digital
Solutions, a radiology management company. Mr.
Nelson also serves as a trustee of Vanderbilt
University and is Honorary Consul General of
Japan. |
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Owen G. Shell, Jr., 70
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2004 |
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Mr. Shell is a private investor. He served as
President of the Asset Management Group of Bank
of America Corporation from November 1996 until
June 2001. From 1986 until 1996, Mr. Shell served
as President of Bank of America/Tennessee and
Chairman of the Commercial Corporate Forum for
Bank of America Corporation. He has served as a
director of LifePoint Hospitals, Inc. since
December 2002 and currently serves as Chairman of
the Board. |
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William B. Smith, 63
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2004 |
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Mr. Smith has served as an Advisory Director of
Morgan Stanley & Co. Incorporated, a financial
services firm, since July 2000. From May 1997
until July 2000, Mr. Smith served as Managing
Director of Morgan Stanley, head of Morgan
Stanley Realty and a member of the Investment
Banking Department. He joined Dean Witter
Discover, which merged with Morgan Stanley in May
1997, in 1982. Mr. Smith has served as a director
of Pulte Homes, Inc., a real estate home building
company, since March 2001. |
The following table sets forth, as of December 31, 2006, the Companys Executive Officers:
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Year of |
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Positions With The Company And Business |
Name & Age |
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Employment |
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Experience For The Last Five Years |
Monroe J. Carell, Jr., 75
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1967 |
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See description above. |
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Emanuel J. Eads, 55
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1974 |
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See description above. |
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James H. Bond, 64
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1971 |
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President International Operations
since October 2001. Mr. Bond was also
named Executive Vice President
Strategic Initiatives in April 2006.
Mr. Bond has been employed by the
Company since 1971 in a variety of
positions and served as President and
Chief Operating Officer until October
2001. |
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William H. Bodenhamer, 54
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2001 |
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President of the Companys USA Parking
subsidiary, which was acquired by the
Company in October 2001. Mr.
Bodenhamer founded USA Parking in 1980
and has served as its president since
that time. USA Parking provides valet
parking and transportation services
primarily to the hospitality industry. |
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Robert Cizek, 42
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1990 |
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Senior Vice President since May 2000.
Mr. Cizek is responsible for the
Companys operations in the Southeast
and Texas. He served as a regional
manager for the Company from March
1995 until his appointment as Senior
Vice President. Prior to March 1995,
Mr. Cizek served as a general manager
and operations manager for the
Company. |
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Jeff Heavrin, 45
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2002 |
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Senior Vice President and Chief
Financial Officer since June 2005. Mr.
Heavrin served as Vice President and
Controller of the Company from
December 2002 to June 2005 and served
as |
Page 2
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Year of |
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Positions With The Company And Business |
Name & Age |
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Employment |
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Experience For The Last Five Years |
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interim Chief Financial Officer
from March to June 2005. Prior to
joining the Company, Mr. Heavrin
served as Controller of Service
Merchandise, a retailer, from December
1998 to December 2002. Prior to
December 1998, he held positions of
increasing responsibility with
Deloitte Touche. Mr. Heavrin is a
Certified Public Accountant. |
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Donald N. Holmes, 56
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2002 |
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Senior Vice President Human
Resources since January 2002. From
1990 to 2001, Mr. Holmes held
positions of increasing responsibility
in human resources with CSX
Transportation, including Assistant
Vice President, Human Resources
Operations. He previously held various
human resources positions with
SmithKline Beecham Corporation. |
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Alan J. Kahn, 46
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1982 |
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Senior Vice President responsible for
the Companys operations in the
Midwest and Canada. Mr. Kahn was
named Senior Vice President in April
1996 and served as Executive Vice
President from August 2005 to August
2006. He previously served in
various other positions with the
Company, including general and
regional manager. Mr. Kahn serves on
the Executive Committee of the
National Parking Association and is
Secretary of the association. |
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Gregory D. Maxey, 49
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1979 |
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Senior Vice President responsible for
the Companys operations in the
Mid-Atlantic region and portions of
the Southeast since December 2002. Mr.
Maxey served as Managing Director of
the Companys European operations from
1999 until appointed to his current
position. From 1995 to 1999, he served
as International Marketing Director
for the Company. He previously served
in a variety of other positions with
the Company including regional and
general manager. |
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Benjamin F. Parrish, Jr., 50
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1998 |
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Senior Vice President and General
Counsel since August 1998. From 1993
to 1998, Mr. Parrish served as Senior
Vice President and General Counsel of
Smith & Nephew, Inc., a medical
products company. |
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William R. Porter, 52
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1996 |
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Senior Vice President Acquisitions
since November 1996. From 1991 to
1996, Mr. Porter served as Executive
Vice President Marketing for Ace
Parking, a parking management company. |
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Gregory J. Stormberg, 44
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1996 |
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Executive Vice President since August
2005. Mr. Stormberg served as Senior
Vice President from October 2002 to
August 2005. He is responsible for the
Companys operations in the Northeast,
Southwest, Southeast and the West
Coast. From February 1997 until his
appointment as Senior Vice President,
Mr. Stormberg served as Vice
President/Regional Manager of the
Companys operations in Texas and
portions of the Southwest. |
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys executive officers
and directors, and persons who own more than 10% of the registered class of the Companys equity
securities, to file reports of ownership and changes in ownership with the Securities and Exchange
Commission (SEC). Such executive officers, directors and greater
Page 3
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
2006, all such filings and disclosure requirements were met within the time allowed for all persons
subject to Section 16(a) except that Mr. Porter was late in filing one Form 4.
Code Of Ethics
The Company has adopted a code of ethics as part of its corporate compliance program. The code
of ethics applies to all of the Companys officers and employees, including its chief executive
officer, chief financial officer and controller. The code is posted on the investors page of the
Companys website at www.parking.com. In addition, copies of the Companys code of ethics may be
obtained without charge upon request to Kate Leahy, Central Parking Corporation Human Resources
Department, 2401 21st Avenue South, Nashville, Tennessee 37212; (615) 297-4255; or via e-mail to
kleahy@parking.com. Any amendments to, or waivers from, this code of ethics will be posted on our
website.
Board of Directors and Corporate Governance
During Central Parkings fiscal year ended September 30, 2006 (fiscal 2006), the Board held
four meetings. The Board frequently meets in Executive Session, from which all employees of the
Company, except the Executive Chairman, are excluded. Matters relating to compensation, succession
planning and other more sensitive areas are discussed at these sessions. The Board also meets
regularly in Executive Session without the Executive Chairman. The presiding director solicits
topics for discussion from the other directors and provides feedback from the Executive Session to
the Chief Executive Officer and the General Counsel. The presiding director is chosen annually by a
majority vote of the non-executive directors. The current presiding director is Ed Nelson. The
Board has adopted Corporate Governance Guidelines, a current copy of which is available on the
Companys website, www.parking.com. In addition, copies of the Corporate Governance Guidelines may
be obtained without charge upon request to Kate Leahy, Central Parking Corporation Human Resources
Department, 2401 21st Avenue South, Nashville, Tennessee 37212; (615) 297-4255; or via e-mail to
kleahy@parking.com.
Committees of the Board of Directors
The Board has the following committees: Audit, Compensation and Nominating/Corporate
Governance. During fiscal 2006, the Audit Committee held 11 meetings, the Compensation Committee
held three meetings and the Nominating/Corporate Governance Committee held two meetings. During
fiscal 2006, all of the current directors of Central Parking attended at least 75% of the aggregate
number of meetings of the Board and the respective committees of the Board on which they served.
The Compensation Committee, which is comprised of Messrs. Baker, Blankenship and Shell, is
responsible for reviewing and recommending the appropriate compensation and benefits of officers of
Central Parking, administering Central Parkings 2006 Long-Term Incentive Plan and overseeing
Central Parkings various other compensation and benefit plans. The Compensation Committee has a
written charter, a current copy of which is available on the Companys website,
www.parking.com. In addition, copies of the
Page 4
Compensation Committee Charter may be obtained without charge upon request to Kate Leahy,
Central Parking Corporation Human Resources Department, 2401 21st Avenue South, Nashville,
Tennessee 37212; (615) 297-4255; or via e-mail to kleahy@parking.com.
The Audit Committee, which is comprised of Messrs. Nelson, Blankenship and Smith, is
responsible for overseeing the auditing procedures and financial reporting of Central Parking,
reviewing the scope of Central Parkings annual audit and the fees charged by Central Parkings
independent registered public accounting firm, receiving, reviewing and accepting the reports of
Central Parkings independent registered public accounting firm, and overseeing Central Parkings
systems of internal accounting and management controls. The Audit Committee has a written charter,
a current copy of which is available on the Companys website,
www.parking.com. In
addition, copies of the Audit Committee Charter may be obtained without charge upon request to Kate
Leahy, Central Parking Corporation Human Resources Department, 2401 21st Avenue South, Nashville,
Tennessee 37212; (615) 297-4255; or via e-mail to
kleahy@parking.com. The Board of Directors, in
its business judgment, has determined that all members of the Audit Committee are independent
directors, qualified to serve on the Audit Committee pursuant to Sections 303.01(B)(2)(a) and (3)
of the New York Stock Exchanges listing standards. Claude Blankenship has been designated as the
financial expert within the meaning of the New York Stock Exchanges listing standards.
The Nominating/Corporate Governance Committee, which is responsible for identifying and
recommending to the Board nominees for director and for providing guidance to the Board on
corporate governance issues, is comprised of Messrs. Shell, Baker and Nelson. The
Nominating/Corporate Governance Committee will solicit recommendations for nominees from persons
whom the committee believes are likely to be familiar with qualified candidates, including members
of the Board and senior management. The Nominating/Corporate Governance Committee may also engage a
search firm to assist in identifying qualified candidates. The Nominating/Corporate Governance
Committee evaluates potential nominees by examining, among other things, their qualifications,
background information, references and relevant experience and selects individuals who have the
highest personal and professional integrity, have demonstrated exceptional ability and judgment
throughout their careers and who will be most effective, in conjunction with the other nominees to
the Board, in collectively serving the long-term interests of the shareholders.
The Nominating/Corporate Governance Committee will consider nominees for director recommended
by shareholders if they are submitted in writing to the Corporate Secretary not later than the
120th calendar day before the date the Companys proxy statement was released to shareholders in
connection with the previous years annual meeting. Such written recommendation from shareholders
must set forth the names of such nominees and all supporting information relating to such persons,
including their qualifications for service as a director of the Company (including, without
limitation, such persons written consent to being named in the proxy statement as a nominee and to
serve as a director if elected). All nominees properly submitted to the Secretary will be evaluated
and considered by the members of the Nominating/Corporate Governance Committee using the same
criteria as nominees identified by the Nominating/Corporate Governance Committee itself. The Board
has determined that each member of the Nominating/Corporate Governance Committee is
Page 5
independent as defined in the New York Stock Exchange listing standards. The
Nominating/Corporate Governance Committee has a written charter, a current copy of which is
available on the Companys website, www.parking.com. In addition, copies of the
Nominating/Corporate Governance Committee Charter may be obtained without charge upon request to
Kate Leahy, Central Parking Corporation Human Resources Department, 2401 21st Avenue South,
Nashville, Tennessee 37212; (615) 297-4255; or via e-mail to kleahy@parking.com
Shareholder Communication with the Board
Shareholders and other constituencies may communicate with the Board or individual members of
the Board by addressing written correspondence to Central Parking Corporation, 2401 21st Avenue
South, Suite 200, Nashville, Tennessee 37212, attention: Senior Vice President and General Counsel,
or by sending an e-mail to bparrish@parking.com. Inquiries sent by mail will be reviewed by the
Companys General Counsel and if they are relevant to, and consistent with, the Companys
operations, policies and philosophies, they will be forwarded to the Audit Committee. This
committee will monitor the correspondence and bring any significant issues to the attention of the
appropriate members of the Board.
Director Attendance at Annual Meeting
Central Parking strongly encourages, but does not require, its board members to attend the
Annual Shareholders Meeting. Last year, all of our directors attended the 2006 Annual Shareholders
Meeting.
Item 11. Executive Compensation
The following table summarizes information concerning cash and non-cash compensation paid to
or accrued for the benefit of the person who served as Central Parkings Chief Executive Officer
and the persons who were the four other most highly compensated executive officers during fiscal
2006 (the Named Executive Officers) for all services rendered in all capacities to Central
Parking for the fiscal years indicated.
Page 6
Summary Compensation Table
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Annual Compensation |
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Long-Term Compensation |
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Other |
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Securities |
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Annual |
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Restricted |
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Underlying |
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All Other |
Name and |
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Compen- |
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Stock |
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Options/ |
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Compen- |
Principal Position |
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Year |
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Salary($)(1) |
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Bonus($)(1) |
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sation($)(2) |
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Awards($) |
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SARs(#)(3) |
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sation($)(4) |
Emanuel J. Eads |
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2006 |
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559,138 |
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435,236 |
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300,000 |
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8,800 |
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President and Chief |
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2005 |
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466,795 |
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150,358 |
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8,200 |
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Executive Officer (5) |
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2004 |
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448,767 |
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125,000 |
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23,000 |
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8,200 |
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Monroe J. Carell, Jr. |
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2006 |
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693,249 |
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17,054 |
(7) |
Executive Chairman (6) |
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2005 |
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525,591 |
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123,020 |
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15,619 |
(8) |
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2004 |
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543,906 |
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137,500 |
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33,994 |
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23,000 |
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21,202 |
(9) |
Gregory J. Stormberg |
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2006 |
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381,865 |
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360,000 |
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9,867 |
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Executive Vice |
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2005 |
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300,329 |
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300,000 |
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82,219 |
(10) |
President |
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2004 |
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299,178 |
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225,000 |
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23,000 |
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8,200 |
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James H. Bond |
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2006 |
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448,768 |
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243,504 |
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8,800 |
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President |
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2005 |
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448,768 |
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41,007 |
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8,200 |
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International |
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2004 |
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448,768 |
|
|
|
118,500 |
|
|
|
|
|
|
|
|
|
|
|
23,000 |
|
|
|
8,000 |
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan Kahn |
|
|
2006 |
|
|
|
361,634 |
|
|
|
277,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,800 |
|
Senior Vice |
|
|
2005 |
|
|
|
310,685 |
|
|
|
142,642 |
|
|
|
7,132 |
|
|
|
|
|
|
|
|
|
|
|
8,200 |
|
President |
|
|
2004 |
|
|
|
299,178 |
|
|
|
211,368 |
|
|
|
10,568 |
|
|
|
|
|
|
|
23,000 |
|
|
|
8,200 |
|
|
|
|
(1) |
|
Includes amounts deferred under the Companys Profit Sharing and 401(k) Savings Plan
and Deferred Stock Unit Plan. |
|
(2) |
|
Except as otherwise noted, these amounts represent the dollar value as of the end of
each fiscal year of premium shares awarded each year under the Companys Deferred Stock
Unit Plan. The premium units vest ratably over a four-year period from the date of grant. |
|
(3) |
|
These amounts represent the number of shares subject to options granted each year
under the Companys 1995 Incentive and Nonqualified Stock Option Plan for Key Personnel.
No stock appreciation rights were granted under this plan. |
|
(4) |
|
These amounts include contributions by the Company to the Companys Profit Sharing
and 401(k) Savings Plan, and miscellaneous compensation. |
|
(5) |
|
Named President and Chief Executive Officer on August 2, 2005. Served as President
and Chief Operating Officer from May 2003 to August 2, 2005. |
|
(6) |
|
Named Executive Chairman on August 2, 2005. Served as Chairman and Chief Executive
Officer from May 2003 to August 2, 2005. |
|
(7) |
|
Includes $8,254 in insurance premiums. |
|
(8) |
|
Includes $7,419 in insurance premiums. |
|
(9) |
|
Includes $13,002 in insurance premiums. |
|
(10) |
|
Includes relocation expenses of $74,019. |
Option Grants
The following table reflects certain information with respect to options to acquire shares of
Central Parkings Common Stock granted under Central Parkings 2006 Long-Term Incentive Plan to the
Named Executive Officers during the fiscal year ended September 30, 2006. No stock appreciation
rights were granted.
Page 7
Option/SAR Grants in Last Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential |
|
|
Individual Grants |
|
Realizable |
|
|
|
|
|
|
Percent of |
|
|
|
|
|
|
|
|
|
Value at Assumed |
|
|
Number of |
|
Total |
|
|
|
|
|
|
|
|
|
Annual Rates of |
|
|
Securities |
|
Options/SARS |
|
Exercise |
|
|
|
|
|
Stock Price |
|
|
Underlying |
|
Granted to |
|
Base |
|
|
|
|
|
Appreciation for |
|
|
Options/SARs |
|
Employees in |
|
Price |
|
Expiration |
|
Option Term(1) |
Name |
|
Granted(#) |
|
Fiscal Year |
|
($/sh) |
|
Date |
|
5%($) |
|
10%($) |
Monroe J. Carell, Jr. |
|
|
|
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emanuel J. Eads |
|
|
75,000 |
|
|
|
25 |
% |
|
|
14.405 |
|
|
|
6/12/2009 |
|
|
|
170,294 |
|
|
|
357,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
25 |
% |
|
|
14.405 |
|
|
|
6/12/2012 |
|
|
|
367,431 |
|
|
|
833,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
25 |
% |
|
|
14.405 |
|
|
|
6/12/2015 |
|
|
|
595,641 |
|
|
|
1,467,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
25 |
% |
|
|
14.405 |
|
|
|
6/12/2016 |
|
|
|
679,442 |
|
|
|
1,721,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Eads |
|
|
300,000 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory J. Stormberg |
|
|
|
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Bond |
|
|
|
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William H. Bodenhamer |
|
|
|
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan Kahn |
|
|
|
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The dollar amounts under these columns result from calculations assuming 5% and 10% annual
growth rates as set by the Securities and Exchange Commission and are not intended to forecast
future appreciation of Central Parking Common Stock. |
Option Exercises and Values
The table below provides information with respect to exercises of options by the Named
Executive Officers during the fiscal year ended September 30, 2006 under Central Parkings Key
Personnel Plan and the year-end value of unexercised options. Central Parking has granted no stock
appreciation rights.
Aggregated Option/SAR Exercises in the Last Fiscal Year
and Period-End Option/SAR Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Unexercised |
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
In-the-Money |
|
|
|
|
|
|
|
|
|
|
Underlying Unexercised |
|
Options/SARs at |
|
|
|
|
|
|
|
|
|
|
Options/SARs at |
|
Fiscal Year- |
|
|
Shares |
|
|
|
|
|
Fiscal Year-End(#) |
|
End($)(1) |
|
|
Acquired |
|
Value |
|
Exercisable/ |
|
Exercisable/ |
Name |
|
on Exercise(#) |
|
Realized($) |
|
Unexercisable |
|
Unexercisable |
Monroe J. Carell, Jr. |
|
|
|
|
|
|
|
|
|
|
224,457/6,250 |
|
|
|
376,658/23,563 |
|
Emanuel J. Eads |
|
|
|
|
|
|
|
|
|
|
256,000/306,250 |
|
|
|
188,408/652,063 |
|
James H. Bond |
|
|
|
|
|
|
|
|
|
|
270,750/6,250 |
|
|
|
188,408/23,563 |
|
Gregory J. Stormberg |
|
|
|
|
|
|
|
|
|
|
93,875/6,250 |
|
|
|
131,353/23,563 |
|
William H. Bodenhamer |
|
|
|
|
|
|
|
|
|
|
121,750/6,250 |
|
|
|
163,308/23,563 |
|
Alan Kahn |
|
|
9,000 |
|
|
$ |
58,500 |
|
|
|
186,000/6,250 |
|
|
|
150,758/23,563 |
|
|
|
|
(1) |
|
This amount represents the aggregate number of options multiplied by the difference
between $16.50 the fair market value of Central Parking Common Stock at September 30,
2006, and the exercise price for each option. |
Page 8
Equity Compensation Plan Information
The following table provides information about the Companys equity compensation plans in
effect at September 30, 2006, aggregated for two categories of plans: those approved by
shareholders and those not approved by shareholders.
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
|
|
|
remaining available for |
|
|
Number of Securities to |
|
Weighted-average |
|
future issuance under equity |
|
|
be issued upon exercise |
|
exercise price of |
|
compensation plans |
|
|
of outstanding options, |
|
outstanding options, |
|
(excluding securities |
|
|
warrants and rights |
|
warrants and rights |
|
reflected in column (a)) |
Plan category |
|
(a) |
|
(b) |
|
(c) |
Employee stock purchase plan |
|
|
|
|
|
|
|
|
|
|
254,969 |
|
Stock option plan key/ Restricted stock
plan (1) |
|
|
3,307,395 |
|
|
|
17.86 |
|
|
|
|
|
Stock option plan directors (1) |
|
|
77,500 |
|
|
|
29.79 |
|
|
|
|
|
Deferred stock unit plan |
|
|
147,488 |
|
|
|
18.65 |
|
|
|
217,818 |
|
2006 omnibus plan |
|
|
300,000 |
|
|
|
14.41 |
|
|
|
1,186,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total-Plans approved by security holders |
|
|
3,832,383 |
|
|
|
17.86 |
|
|
|
1,658,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total-Plans not approved by security holders |
|
none |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total all plans |
|
|
3,832,383 |
|
|
|
17.86 |
|
|
|
1,658,787 |
|
|
|
|
|
|
|
(1) |
|
Plan has expired, so no securities remain available under this plan. |
Employment Agreements
Central Parking has entered into employment agreements with Messrs. Carell, Eads, Stormberg,
Bond, Kahn and other senior executives that provide for base salary and annual performance-based
bonus payments (see Summary Compensation Table for base salaries and amounts of bonus payments).
These employment agreements generally are for a term of one year but automatically renew for
additional one-year periods unless notice is provided at least thirty days prior to the end of the
term. The agreements may be terminated by the executive upon 30 days written notice or may be
terminated by the Company by complying with the severance provisions provided in the agreement
except in the case of a termination for cause, in which case the executive is not entitled to
severance. These agreements provide that in the event an executive is terminated without cause (and
such termination does not occur within two years following a change in control) or the executive
terminates his employment due to a constructive termination, the executive would receive one year
of base salary, bonus and welfare benefits, except in the case of Messrs. Carell and Eads, who
would receive two years of base salary, bonus and welfare benefits. Terminated executives would
also receive outplacement assistance with a value of up to $25,000. These agreements, other than
Mr.
Page 9
Carells agreement (Mr. Carells non-compete obligations are described below), provide that the
executive is subject to a non-competition covenant for 12 months following termination of
employment and non-solicitation covenants for 24 months following termination except in the case of
a termination following a change in control, in which case the non-competition and non-solicitation
covenants are waived.
These employment agreements further provide generally that in the event of a termination
without cause or a termination by the executive for good reason within two years following a change
in control, most senior executives (except as set forth below) would receive severance equal to two
times base and bonus plus two years of benefits. Messrs. Carell, Eads and Bond, and certain
corporate staff executives, would receive three times base and bonus plus three years of benefits
in the event of a termination without cause or a constructive discharge
within two years following a change in control. Unvested stock options and deferred stock
units would vest immediately upon a change in control. The arrangements also include an excise tax
gross-up provision. A change in control is defined to include (i) the acquisition of 30% or more of
the outstanding stock of the Company other than through acquisitions by the Company, a subsidiary,
an employee benefit plan of the Company, or Monroe Carell or family members or related entities;
(ii) a change in the majority of the Board; (iii) consummation of a merger, consolidation, or
reorganization, unless following such transaction the shareholders prior to the transaction
continue to own more than 70% of the outstanding shares, Board members prior to the transaction
continue to constitute a majority of the Board and no person or control group owns more than 30% of
the stock (other than Mr. Carell, family members or related entities); or (iv) consummation of the
sale of all or substantially all of the Companys assets or the adoption of a plan of liquidation.
The employment agreements generally define Termination for Cause as (i) executives
embezzlement, intentional mishandling of Company funds or theft or fraud with respect to the
business or affairs of the Company; (ii) executives conviction of a felony or other crime
involving moral turpitude which adversely affects executives job-related responsibilities; (iii) a
violation by executive of the non-competition and non-solicitation covenants in the agreement; and
(iv) executives deliberate and willful continuing refusal to substantially perform the duties and
obligations of his position. Constructive Discharge is defined as termination of executives
employment due to a failure of the Company to fulfill its obligations under the agreement in any
respect, including (i) any reduction in executives base salary or annual incentive award or any
other Company incentive plan target other than reductions not to exceed 25% applicable to all
executive officers of the Company; (ii) substantial reduction of benefits or (iii) the reduction in
the title, authority and/or duties of the executive.
On December 14, 2004, the Company entered into an Employment Agreement and a Revised Deferred
Compensation Agreement with Monroe Carell. The Employment Agreement and the Revised Deferred
Compensation Agreement were negotiated in connection with Mr. Carells return to the Company as
chief executive officer. The Employment Agreement is described above. The Revised Deferred
Compensation Agreement replaced the prior deferred compensation agreement between Mr. Carell and
the Company dated October 1, 1988, as amended. The Revised Deferred Compensation agreement provides
that Mr. Carell is subject to non-competition and non-solicitation covenants during any period
payments are made under the agreement, including periods following termination of employment, and
for 12 months following the acceleration of
Page 10
amounts payable to Mr. Carell under the agreement upon
a change in control (as described below). Following the termination of his employment, for any
reason other than death, the Revised Deferred Compensation Agreement entitles Mr. Carell to annual
payments of $500,000 until his death and, in the event his wife survives him, she is entitled to
annual payments of $500,000 until her death. The agreement further provides that in the event of a
change in control the annual payments shall cease, and the Company shall make a lump sum payment to
Mr. Carell equal to the then actuarial value of the foregoing annual payments payable under this
agreement. Mr. Carell also agrees to provide consulting services to the Company following the
termination of his employment. In addition, the agreement provides that if Mr. Carell ceases to
serve as the chief executive officer, he shall be entitled to annual payments of $300,000 until the
later of (i) the date he ceases to serve as non-employee chairman of the Companys board of
directors or (ii) the date five years following the first
payment; provided such payments shall cease if Mr. Carell breaches the non-competition or
non-solicitation provisions. The arrangements also include an excise tax gross-up provision. On
October 26, 2006, the Company entered into an amendment to the Employment Agreement with Mr.
Carell. The purpose of the amendment was to avoid the imposition of taxes on certain payments to
Mr. Carell pursuant to Section 409A of the Internal Revenue Code.
The Revised Deferred Compensation Agreement was amended on October 27, 2005, to clarify the
Companys obligations under the agreement to provide health insurance coverage following
termination of employment for Mr. Carell and his wife. Under the amended agreement, Mr. Carell
agreed to procure Medicare supplemental insurance coverage that provides substantially the same
level of benefits as the Companys plan. The Company will reimburse Mr. Carell for the costs of
such coverage for Mr. Carell and his wife. In the event of a change in control, the Company will
pay Mr. Carell or his widow a lump sum payment equal to the actuarial value of the amounts payable
by the Company for such coverage. On May 30, 2006, the Revised Deferred Compensation Agreement was
amended to provide that all payments required to be paid to Mr. Carell on or after January 1, 2007
under Section 2.1 and 2.2 of the agreement (which include the annual payments of $500,000 to Mr.
Carell or his wife described above), shall be paid in a lump sum equal to the then actuarial value
of the payments. This amendment also provides that the Companys obligation under Section 3 of the
agreement to pay annual payments of $300,000 ($25,000 per month) following Mr. Carells cessation
to serve as chief executive officer are currently being satisfied through the payment from the
Company for his services as Executive Chairman. These payments of $25,000 per month will resume on
the first day of the month immediately following the last month in which Monroe is an employee of
the Company and continue for the remaining period he is entitled to receive such payments under
Section 3. In addition, the amendment provides that the actuarial value of the cost of the
insurance coverage for Mr. Carell and his wife described above will be paid in a lump sum on the
date that the payment is made under Section 2.1 and 2.2 of the agreement.
Under the terms of a Performance Unit Agreement dated as of June 26, 1986, as amended, between
Mr. Bond and the Company, Mr. Bond was issued 267,750 shares of Common Stock under the Companys
1995 Restricted Stock Plan, together with the right to receive additional shares of restricted
Common Stock in an amount determined by a formula based upon the Companys performance. Pursuant to
amendments to the Performance Unit Agreement effective May 31, 2001, and September 30, 2001, the
restricted shares were placed in an irrevocable trust and are distributable to Mr. Bond upon
termination of his
Page 11
employment with the Company for any reason. The market value of the restricted
shares was $4,417,875 on September 30, 2006.
Director Compensation
Non-employee directors of Central Parking receive an annual retainer of $20,000, a meeting fee
of $4,000 for each Board of Directors meeting attended, a meeting fee of $2,500 for each committee
meeting attended in person, $1,500 for each committee meeting attended by phone and an annual grant
of 2,000 shares of restricted stock. Committee chairpersons also receive an annual retainer of
$5,000. Directors who are employees of Central Parking or its affiliates do not receive additional
compensation for services as a director of Central Parking. All directors are reimbursed for actual
expenses incurred in connection with attending meetings.
Compensation Pursuant to Plans
1995 Incentive and Nonqualified Stock Option Plan for Key Personnel
Under the 1995 Incentive and Nonqualified Stock Option Plan for Key Personnel (the Key
Personnel Plan), options to purchase an aggregate of 7,317,500 shares of Common Stock were
authorized for grant to directors, officers, and other key employees, consultants and advisors of
Central Parking and its subsidiaries. The Key Personnel Plan is administered by the Board of
Directors, which determines the vesting period and other terms of the options granted under the
plan. Options granted under the plan have various vesting periods, generally ranging from one year
to nine years after the date of the grant and expire on the tenth anniversary of their grant. The
vesting of certain options may be accelerated if the Company achieves certain earnings targets or
stock price targets. The 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.
Vested options generally are exercisable for a period of three months after termination of
employment. In the event of a merger or consolidation in which the Company is not the surviving
corporation and the options are not assumed or substituted by the surviving corporation, all
options will become exercisable immediately prior to such merger or consolidation. As of September
30, 2006, 12 executive officers (two of whom are directors) and approximately 295 key employees
held options to purchase a total of 3,307,395 shares under the Key Personnel Plan. No new grants
may be made under the Key Personnel Plan after August 2005.
1995 Restricted Stock Plan
In August 1995, Central Parkings Board of Directors and shareholders adopted the Restricted
Stock Plan under which restricted shares of Common Stock were available for grant to directors,
officers and other key employees and consultants of Central Parking and its subsidiaries. The plan
is administered by the Board of Directors or a committee designated by the Board, which has the
authority to select participants, make stock awards, determine the size and terms of stock awards
(subject to the terms of the plan) and to make other determinations with respect to the plan. A
participant vests in shares awarded under the plan in accordance with the vesting schedule
determined by the Board (or the committee designated by the Board to administer the plan), except
that a participant vests fully in any
Page 12
shares awarded under the plan in the event of a change of
control, as defined in the plan. As of September 30, 2006, one executive officer and ten
non-employee directors held a total of 282,409 shares issued under the Restricted Stock Plan. The
Restricted Stock Plan allows for the issuance of up to 7,317,500 shares of Common Stock, in the
aggregate, when taken together with shares available for grant under the Key Personnel Plan. A
total of 330,463 shares have been issued under the Restricted Stock Plan since inception of the
plan. No new grants may be made under the Restricted Stock Plan after August 2005.
1996 Employee Stock Purchase Plan
The Company maintains an employee stock purchase plan that qualifies under Section 423 of the
Internal Revenue Code and permits substantially all of the Companys domestic employees (including
executive officers) to purchase shares of the Companys common stock. The plan authorizes the
issuance of up to 850,000 shares of Common Stock. As of September 30, 2006, 595,032 shares had been
issued under this plan. Participating employees may purchase common stock at a purchase price equal
to 85% of the lower of the fair market value of the common stock at the beginning or end of the
purchase period. Participation periods are annual and begin on April 1 of each year. Employees may
designate up to 10% of their annual salary (up to a maximum of $25,000) for the purchase of common
stock under the plan. A total of 39,012 shares were issued at a purchase price of $14.60 per share
to 516 employees in the most recent plan year, which ended on March 31, 2005. The Company suspended
contributions into the Plan effective April 1, 2005.
1995 Nonqualified Stock Option Plan for Directors
In August 1995, Central Parkings Board of Directors and shareholders adopted the 1995
Nonqualified Stock Option Plan for Directors under which nonqualified options to purchase an
aggregate of 475,000 shares of Common Stock were authorized for grant to non-employee directors of
Central Parking. Vested options generally are exercisable for a period of three months following
termination of service as a director. In the event of a merger or consolidation in which the
Company is not the surviving corporation and the options are not assumed or substituted by the
surviving corporation, all options will become exercisable immediately prior to such merger or
consolidation. As of September 30, 2006, directors held options to purchase an aggregate of 77,500
shares of Common Stock. No new grants may be made under the Directors Plan after August 2005.
Profit Sharing and 401(k) Savings Plan
Under the Central Parking System Profit Sharing and 401(k) Savings Plan, the Company matches
100% of each participants pre-tax contributions up to 3% of compensation and matches 50% of the
next 2% of compensation. All matching contributions are 100% vested when made. Substantially all of
Central Parkings full-time domestic employees (including all executive officers) are eligible to
participate in the plan. The plan also allows profit sharing contributions to be made by the
Company. The Company determines the amount of profit sharing contributions, if any, it will
contribute to the plan each year. Profit sharing contributions are allocated among participants
based on years of service and total compensation (up to $170,000). Profit sharing contributions
generally vest over a five-year period. Company contributions to the plan were approximately $2.2
million for fiscal 2006,
Page 13
comprised entirely of company matching contributions to participants in
the 401(k) plan. No profit-sharing contributions were made for fiscal 2006.
Deferred Stock Unit Plan
The Deferred Stock Unit Plan provides for the issuance of up to 375,000 shares of Common
Stock. Under the plan, key employees designated to participate in the plan can defer from 5% to 50%
of total cash compensation. Amounts deferred under the plan are converted into stock units. The
Company matches participants deferrals as follows: the first 20% of total compensation deferred is
matched at a rate of 25% and deferrals in excess of 20% of total compensation are matched at a rate
of 50%. Company matches are in the form of additional stock units, which vest on a pro rata basis over a four-year period. For
deferrals during the fiscal year, stock units are credited monthly based on the closing price of
the Companys Common Stock on the last trading day in the month. For deferrals from the annual
bonus paid following the end of the fiscal year, stock units are credited based on the average of
the twelve monthly closing prices used to credit stock units during the fiscal year. A
participants stock unit account is distributed in shares of Common Stock to the participant or his
designee upon the participants retirement, death, termination of employment, commencement date
selected by the participant at the time the participant elects to make the deferral, or a change in
control (as defined in the plan) of the Company. As of September 30, 2006, ten executive officers
were participants in the plan with an aggregate balance of 147,488 stock units. The Company
suspended contributions to the Deferred Stock Unit Plan effective October 1, 2005.
2006 Long-Term Incentive Plan
In February 2006, the Companys shareholders approved the Central Parking Corporation 2006
Long-Term Incentive Plan. The plan is designed to give the Company additional flexibility to
address changing accounting rules and corporate governance practices by utilizing stock options,
restricted stock, restricted stock units and stock appreciation rights as well as cash-based
awards. The maximum number of shares of Company common stock which may be awarded and delivered
under the plan is 1.5 million shares. The plan is administered by the Compensation Committee of
the Board of Directors, which has the discretion, subject to the provisions of the plan, to select
the employees and other service providers to receive awards under the plan and to determine the
type, size and terms of the awards to be granted to each individual selected. The Compensation
Committee also determines the time when the awards will be granted and the duration of any
applicable exercise and vesting period, including the criteria for excercisability and vesting.
Except as otherwise provided in the Plan, the Compensation Committee may specify in an award
agreement that upon the occurrence of a change in control (as defined in the plan), such award will
immediately vest and become fully exercisable, the restrictions as to transferability of shares
subject to the award will be waived, and any and all forfeiture risks or other contingencies will
lapse. As of September 30, 2006, one employee held options to purchase a total of 300,000 shares
under the plan. In fiscal 2006, 14,000 restricted shares were issued under the 2006 plan.
Page 14
Compensation Committee Interlocks And Insider Participation
Messrs. Baker, Blankenship and Shell served as members of the Compensation Committee of the
Companys Board of Directors during fiscal 2006. No interlocking relationship exists between the
members of the Companys Board of Directors or Compensation Committee and the board of directors or
compensation committee of any other company.
|
|
|
Item 12. |
|
Security Ownership of Certain Beneficial Owners, Management and Related Stockholder
Matters |
The table below sets forth certain information regarding the beneficial ownership of the Common
Stock as of December 31, 2006, of (i) each person known to the Company to beneficially own 5% or
more of the Common Stock, (ii) each director, nominee and Named Executive Officer, and (iii) all
directors, nominees and executive officers of the Company as a group. On that date, 32,192,211
shares were outstanding. Unless otherwise indicated, the persons listed below have sole voting and
investment power over the shares of the Common Stock indicated.
Page 15
|
|
|
|
|
|
|
|
|
|
|
Amount and |
|
|
|
|
Nature of |
|
|
|
|
Beneficial |
|
|
Beneficial Owner |
|
Ownership(1) |
|
Percent(1) |
Monroe J. Carell, Jr. |
|
|
6,294,900 |
(2) |
|
|
19.4 |
% |
2401 21st Avenue South, Suite 200, |
|
|
|
|
|
|
|
|
Nashville, Tennessee 37212 |
|
|
|
|
|
|
|
|
The Carell Childrens Trust (3) |
|
|
6,696,153 |
|
|
|
20.8 |
% |
One Belle Meade Place, Suite 310, 4400 Harding Road, |
|
|
|
|
|
|
|
|
Nashville, Tennessee 37205 |
|
|
|
|
|
|
|
|
Dimensional Fund Advisors |
|
|
3,068,006 |
(4) |
|
|
9.5 |
% |
1299 Ocean Avenue, 11th Floor |
|
|
|
|
|
|
|
|
Santa Monica, California 90401 |
|
|
|
|
|
|
|
|
Columbia Wanger Asset Management |
|
|
2,424,000 |
(5) |
|
|
7.5 |
% |
227 West Monroe Street, Suite 3000 |
|
|
|
|
|
|
|
|
Chicago, Illinois 60606 |
|
|
|
|
|
|
|
|
Raymond T. Baker |
|
|
8,333 |
(6) |
|
|
* |
|
William H. Bodenhamer |
|
|
67,419 |
(7) |
|
|
* |
|
James H. Bond |
|
|
548,930 |
(8) |
|
|
1.7 |
% |
Kathryn Carell Brown |
|
|
2,208,271 |
(9) |
|
|
6.9 |
% |
Claude Blankenship |
|
|
2,000 |
(10) |
|
|
* |
|
Edward G. Nelson |
|
|
46,192 |
(11) |
|
|
* |
|
Emanuel J. Eads |
|
|
284,227 |
(12) |
|
|
* |
|
Jeff Heavrin |
|
|
14,125 |
(13) |
|
|
* |
|
Alan Kahn |
|
|
204,620 |
(14) |
|
|
* |
|
Lewis Katz |
|
|
701,685 |
(15) |
|
|
2.2 |
% |
Owen G. Shell |
|
|
9,333 |
(16) |
|
|
* |
|
William B. Smith |
|
|
7,333 |
(17) |
|
|
* |
|
Gregory J. Stormberg |
|
|
93,125 |
(18) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
Directors and executive officers as a group (19 persons) |
|
|
11,373,658 |
(19) |
|
|
33.2 |
% |
|
|
|
* |
|
Indicates less than 1%. |
|
(1) |
|
For purposes of this table, a person or group of persons is deemed to have beneficial
ownership of any shares that such person or group has the right to acquire within 60 days
after the date set forth above, or with respect to which such person otherwise has or shares
voting or investment power. For purposes of computing beneficial ownership and the percentages
of outstanding shares held by each person or group of persons on a given date, 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 for such person, but are not deemed to be outstanding for the purpose
of computing the percentage of any other person. |
|
(2) |
|
Includes options to purchase 215,044 shares of Common Stock granted pursuant to the Key
Personnel Plan, 23,377deferred stock units, and 124,999 shares held by the Monroe Carell, Jr.
Foundation. Excludes 6,696,153 shares held by The Carell Childrens Trust. See footnote 3. |
|
(3) |
|
The Carell Childrens Trust is a trust created by Mr. Carell in 1987 for the benefit of his
children. The trustee is Equitable Trust Company. |
|
(4) |
|
Based on Schedule 13G filed by Dimensional Fund Advisors with the Securities and Exchange
Commission on February 6, 2006. |
|
(5) |
|
Based on Schedule 13G filed by Columbia Wanger Asset Management with the Securities and
Exchange Commission on January 9, 2007. |
|
(6) |
|
Includes 4,334 directly owned shares and 3,999 shares of restricted stock. |
|
(7) |
|
Includes 67,419 deferred stock units and options to purchase 121,750 shares of Common Stock. |
|
(8) |
|
Includes 267,750 shares of stock held in an irrevocable trust that were granted under the
Companys 1995 Restricted Stock Plan in connection with Mr. Bonds Performance Unit Agreement,
2,250 shares held by his spouse, 11,806 shares directly owned, 5,374 deferred stock units, and
options to purchase 261,750 shares of Common Stock granted pursuant to the Companys Key
Personnel Plan. This amount excludes 700 shares held by the Andrew Bond Trust with respect to
which Mr. Bond disclaims beneficial ownership. |
Page 16
|
|
|
(9) |
|
Includes 81,630 shares held by the 1996 Carell Grandchildrens Trusts with respect to which
Mrs. Brown is a co-trustee, 20,000 shares held by the Kathryn Carell Brown Foundation with
respect to which Mrs. Brown serves on the Board of Trustees, 79,303 shares held by the 2002
Katheryn Carell Brown Charitable Trust, 2,021,887 shares held by various trusts of which Mrs.
Brown serves on the committee which has investment power with respect to Central Parking
Common Stock held by such trusts and 3,999 restricted shares. This amount excludes 6,696,153
shares held by The Carell Childrens Trust with respect to which Mrs. Brown is a beneficiary.
See footnote 3. This amount also excludes 61,823 shares held by her spouse and trusts for the
benefit of Mrs. Browns children of which Mrs. Brown disclaims beneficial ownership. |
|
(10) |
|
Includes 2,000 restricted shares. |
|
(11) |
|
Includes 4,500 shares held by Mr. Nelsons spouse, of which Mr. Nelson disclaims beneficial
ownership, and options to purchase 23,000 shares of Common Stock, restricted shares of 3,999
and directly owned shares of 14,693. |
|
(12) |
|
Includes 18,601 deferred stock units, options to purchase 249,250 shares of Common Stock and
16,376 shares directly owned by Mr. Eads. |
|
(13) |
|
Includes options to purchase 14,125 shares of common stock. |
|
(14) |
|
Includes 13,879 deferred stock units, options to purchase 179,250 shares of common stock and
11,491 shares directly owned by Mr. Kahn. |
|
(15) |
|
Includes 667,779 shares of Common Stock owned by a partnership of which Mr. Katz is a general
partner, options to purchase 25,250 shares of the Companys Common Stock, 3,999 restricted
shares and 4,657 shares directly owned by Mr. Katz. |
|
(16) |
|
Includes 5,334 shares directly owned and 3,999 restricted shares. |
|
(17) |
|
Includes 3,334 directly owned shares and 3,999 restricted shares of stock. |
|
(18) |
|
Includes options to purchase 93125 shares of common stock. |
|
(19) |
|
Includes options to purchase 1,947,794 shares of the Companys Common Stock, 150,603 deferred
stock units and 293,744 shares of restricted stock. |
Item 13. Certain Relationships and Related Transactions
The Company leases two properties from an entity 50% owned by Monroe Carell, Jr., the
Companys Executive Chairman, and 50% owned by Mr. Carells three daughters, including Kathryn
Carell Brown, a director. The leases, which were entered into in 1995 for a term of ten years, were
amended in fiscal 2005. The amended leases have terms of two and three years respectively, Total
rent expense for the two locations in fiscal 2006, including percentage rent, was $875,000.
Management believes such transactions have been on terms no less favorable to the Company than
those that could have been obtained from unaffiliated persons
The Company owns a 50% interest in a limited liability company (LLC) that owns the Lodo
Garage in Denver, Colorado. The Company manages the garage under a long-term management agreement.
An offer to purchase the entire LLC was received from an unrelated third party and the owner of the
other 50% interest informed the Company of its desire to sell its interest. The Company declined to
sell its interest in the LLC and the third party buyer was not interested in purchasing a 50%
interest. The Company elected not to exercise its option to purchase the remaining 50% interest and
another buyer was sought by the parties. A company owned by Mr. Carell and his three daughters
including Kathryn Carell Brown, a director, purchased the remaining 50% interest in the LLC at the
price offered by the unrelated third party. The purchase was completed in February 2004. As a
result, the entity owned by Mr. Carell and his daughters now owns 50% of the LLC and the Company
owns the remaining 50% of the LLC.
Page 17
In connection with the Companys acquisition of Kinney System Holding Corp. (Kinney) in
February 1998, the Company entered into a consulting agreement with Lewis Katz, one of the
principal shareholders of Kinney and a director of the Company since May 1998. Under this
agreement, Mr. Katz is entitled to receive a base consulting fee of $200,000 a year beginning in
February 1999 and continuing for a period of four years. The agreement has been extended on a
year-to-year basis and is cancelable upon 60 days notice. The agreement also provides certain
incentives to Mr. Katz to seek new business opportunities for the Company. In this regard, Mr. Katz
is entitled to receive a participating consulting fee equal to 10% of adjusted operating
income, as defined in the agreement, from the operation of any new leased or managed parking
facilities that Mr. Katz secures for the Company. This participating consulting fee, which is to be
paid for a period of five years from the commencement date of the parking facility, is to be paid
only to the extent adjusted operating income from these new locations exceeds $200,000. In fiscal
2006, Mr. Katz received $200,000 under the consulting agreement.
A subsidiary of the Company entered into a limited partnership agreement with Arizin Ventures,
L.L.C. (Arizin), a company owned by Lewis Katz, in the fiscal year ended September 30, 1999. The
Company serves as the general partner of the partnership and Arizin serves as the limited partner.
Under the partnership agreement, Mr. Katz has agreed to seek new business opportunities in the form
of leases and management contracts to operate parking facilities as well as renewals of existing
leases and contracts as requested by the Company. The Company operates all of the partnerships
parking facilities. The Company owns 70% of the partnership and Arizin owns 30%. The partnership
agreement provides that the net profit or loss of the partnership equals the combined lot level
profit of each of the parking facilities operated by the partnership. Mr. Katz receives an
administrative fee of $50,000 per quarter as long as he remains active in seeking new contracts or
renewals for the partnership. Cash flow, after expenses, is distributed to the partners
semi-annually. Mr. Katz is not entitled to receive the participating consulting fee under his
consulting agreement (described above) for any opportunities presented to the partnership. The
partnership agreement provides that the Company has the right to purchase Mr. Katz interest in the
partnership at fair market value in certain circumstances, including Mr. Katz death or incapacity.
Fair market value will be determined by independent appraisal. Arizin received $591,000 from the
partnership in fiscal 2006.
Item 14. Principal Accounting Fees and Services
The firm of KPMG LLP has served as the Companys independent registered public accounting firm
since September 30, 1991, and has been selected to serve in such capacity for the fiscal year ended
September 30, 2007.
Page 18
AUDITORS FEES
The following table summarizes fees for professional services provided to the Company by KPMG
LLP for fiscal years ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Audit Fees (1) |
|
$ |
1,944,178 |
|
|
$ |
2,246,752 |
|
|
Audit-Related Fees (2) |
|
|
439,509 |
|
|
|
294,660 |
|
|
Tax Fees (3) |
|
|
10,150 |
|
|
|
11,200 |
|
|
All Other Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees for Services Provided |
|
$ |
2,393,837 |
|
|
$ |
2,552,612 |
|
|
|
|
(1) |
|
Audit Fees include fees for professional services rendered in connection with the
audit of the Companys consolidated annual financial statements and internal controls over
financial reporting for the years ended September 30, 2006 and 2005, and the limited
reviews of the condensed financial statements included in the Companys Quarterly Reports
on Form 10-Q filed with the Securities and Exchange Commission during fiscal 2006 and
2005. |
|
(2) |
|
In fiscal 2006 and 2005, audit-related fees consisted of fees paid for professional
services rendered in connection with internal control reports; statutorily or
contractually required audits of individual parking facilities; and audits of employee
benefit plans. |
|
(3) |
|
Tax Fees for tax related services, principally consist of tax compliance services,
rendered to the Company by KPMG LLP. |
All the services described above were approved by our Audit Committee. In accordance with
the charter of our Audit Committee and consistent with the policies of the Securities and Exchange
Commission, all auditing services and all non-audit services to be provided by any independent
registered public accounting firm of the Company shall be pre-approved by the Audit Committee. In
assessing requests for services by the independent registered public accounting firm, the Audit
Committee considers whether such services are consistent with the registered public accounting firm
independence, and whether the independent registered public accounting firm is likely to provide
the most effective and efficient service based upon their familiarity with the Company.
The Audit Committee has considered whether the provision of services by KPMG LLP is compatible
with maintaining KPMG LLPs independence from the Company.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
|
|
CENTRAL PARKING CORPORATION
|
|
Date: January 29, 2007 |
/s/ Jeff Heavrin
|
|
|
Jeff Heavrin |
|
|
Senior Vice President and
Chief Financial Officer |
|
|
Page 19
Exhibit Index
|
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
|
|
Number |
|
|
|
|
|
Document |
2 |
|
|
|
|
|
|
Plan of Recapitalization, effective October 9, 1997 (Incorporated by reference to Exhibit 2 to the
Companys 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 Companys 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 Companys Registration Statement No. 333-66081 on Form
S-4 filed on October 21, 1998, as amended). |
|
|
|
|
|
|
|
|
3.1 |
|
|
|
(a |
) |
|
Amended and Restated Charter of the Registrant (Incorporated by reference to
Exhibit 4.1 to the Companys 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 Companys 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
Companys 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 Companys
Registration Statement No. 33-95640 on Form S-1). |
|
|
|
|
|
|
|
|
4.2 |
|
|
|
|
|
|
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 Childrens Trust, The 1996 Carell
Grandchildrens 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 to the Companys Registration Statement No. 333-66081 filed on October
21, 1998). |
|
|
|
|
|
|
|
|
4.3 |
|
|
|
|
|
|
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 Childrens Trust, The 1996 Carell
Grandchildrens 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 Companys Registration Statement No. 333-66081 filed on October 21, 1998, as
amended). |
|
|
|
|
|
|
|
|
4.4 |
|
|
|
|
|
|
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
Registrants Registration Statement No. 333-52497 on Form S-3). |
|
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
|
|
Number |
|
|
|
|
|
Document |
4.5 |
|
|
|
|
|
|
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 Registrants Registration Statement No.
333-52497 on Form S-3). |
|
|
|
|
|
|
|
|
4.6 |
|
|
|
|
|
|
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 Registrants Registration Statement No. 333-52497 on Form S-3). |
|
|
|
|
|
|
|
|
4.7 |
|
|
|
|
|
|
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 |
) |
|
1995 Incentive and Nonqualified Stock Option Plan for Key
Personnel (Incorporated by reference to Exhibit 10.1 to the Companys
Registration Statement No. 33-95640 on Form S-1). |
|
|
|
|
|
|
|
|
|
|
|
|
(b |
) |
|
Amendment to the 1995 Incentive and Nonqualified Stock
Option Plan for Key Personnel increasing the number of shares licensed for
issuance under the plan to 3,817,500 (Incorporated by reference to Exhibit
10.1 (b) of the Companys Annual Report on Form 10-K for the year ended
September 30, 2000). |
|
|
|
|
|
|
|
|
|
|
|
|
(c |
) |
|
Form of Option Agreement under Key Personnel Plan
(Incorporated by reference to Exhibit 10.2 to the Companys Registration
Statement No. 33-95640 on Form S-1). |
|
|
|
|
|
|
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(d |
) |
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1995 Restricted Stock Plan (Incorporated by reference to
Exhibit 10.5.1 to the Companys Registration Statement No. 33-95640 on
Form S-1). |
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(e |
) |
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Form of Restricted Stock Agreement (Incorporated by
reference to Exhibit 10.5.2 to the Companys Registration Statement
No.33-95640 on Form S-1). |
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(f |
) |
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Monroe J. Carell, Jr. Employment Agreement dated as of
December 14, 2004, as amended October 26, 2004, and
November 28, 2006
(Incorporated by reference to Exhibit 10.1(f) to the Companys Annual
Report on Form 10-K/A filed on December 17, 2004) and
(Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on October 31, 2006.) |
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(g |
) |
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Monroe J. Carell, Jr. Revised Deferred Compensation
Agreement dated as of December 14, 2004, as amended (Incorporated by
reference to Exhibit 10.1(g) to the Companys Annual Report on Form 10-K/A
filed on December 17, 2004) |
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(h |
) |
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Performance Unit Agreement between Central Parking
Corporation and James H. Bond dated as of June 26, 1986 (Incorporated by
reference to Exhibit 10.11.1 to the Companys Registration Statement No.
33-95640 on Form S-1.) |
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(i |
) |
|
Modification of Performance Unit Agreement of James H. Bond
dated as of October 10, 1995 (Incorporated by reference to Exhibit 10.1
(j) to the Companys Annual Report on Form 10-K filed on December 27,
1997). |
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(j |
) |
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Second modification of Performance Unit Agreement of
James H. Bond updated as of May 30, 2001 (Incorporated by reference to
Exhibit 10.1 (k) to the Companys Report on Form 10-Q for the period ended
March 31, 2001). |
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(k |
) |
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Third modification of Performance Unit Agreement of James
H. Bond updated as of October 30, 2001. (filed herewith) |
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(l |
) |
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Deferred Stock Unit Plan (Incorporated by reference to
Exhibit 10.1(n) to the Companys Annual Report on Form 10-K filed on
December 21, 2001). |
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Exhibit |
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Number |
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Document |
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(m |
) |
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James H. Bond Employment Agreement dated as of September 5,
2003 (Incorporated by reference to Exhibit 10.1 (p) to the companys
Report on Form 10-Q for the period ended June 30, 2001). |
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(n |
) |
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Amendment No. 1 effective June 1, 2005, to the 2003 Employment Agreement
between the Company and Jeff Heavrin. (Incorporated by
reference to Exhibit 10.1 (p) to the Companys Report on
form 10-K for year ended September 2005) |
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(o |
) |
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Emanuel J. Eads Employment Agreement dated as of August 2, 2005
(Incorporated by reference to
Exhibit 10.2 to the Companys Report on Form 10-Q for period ended
December 31, 2005) |
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(p |
) |
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Form of Senior Executive Employment Agreement (Incorporated
by reference to Exhibit 10.1(t) to
the Companys Annual Report on Form 10-K filed on December 24, 2003) |
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10.2 |
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(a |
) |
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1995 Nonqualified Stock Option Plan for Directors (Incorporated by reference to
Exhibit 10.3 to the Companys Registration Statement No. 33-95640 on Form S-1). |
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(b |
) |
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Amendment to the 1995 Nonqualified Stock Option Plan for
Directors increasing the number of shares reserved for issuance under the
plan to 475,000 (Incorporated by reference to Exhibit 10.2 to the
Companys Annual Report on Form 10-K filed on December 21, 2001). |
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10.3 |
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Form of Option Agreement under Directors plan (Incorporated by reference to Exhibit 10.4 to the Companys Registration Statement No. 33-95640 on Form S-1). |
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10.4 |
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Form of Indemnification Agreement for Directors (Incorporated by reference to Exhibit 10.12 to the Companys Registration Statement No. 33-95640 on Form S-1). |
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10.5 |
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Indemnification Agreement for Monroe J. Carell, Jr. (Incorporated by reference to Exhibit 10.13 to the Companys Registration Statement No. 33-95640 on Form S-1). |
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10.6 |
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Form of Management Contract (Incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form 10-K filed on December 21, 2001). |
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10.7 |
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Form of
Lease (Incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-K filed on December 21, 2001). |
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10.8 |
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1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.16 to the Companys Registration Statement No. 33-95640 on Form S-1). |
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10.9 |
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Exchange Agreement between the Company and Monroe J. Carell, Jr. (Incorporated by reference to Exhibit 10.18 to the Companys Registration Statement No. 33-95640 on Form S-1). |
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10.10 |
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Limited Partnership Agreement dated as of August 11, 1999, by and between CPS of the Northeast, Inc. and Arizin Ventures, L.L.C. (Incorporated by reference to Exhibit 10.21 of the Companys Report on Form 10-K for the period ended September 30, 1999). |
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10.11 |
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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 (Incorporated by reference to Exhibit 10.23 of the Companys Report on Form 10-K for the period ended September 30, 1999). |
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10.12 |
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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) (Incorporated by reference to Exhibit 10.24 of the
Companys Report on Form 10-K for the period ended September 30, 1999). |
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10.13 |
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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) (Incorporated by reference to Exhibit 10.25 of the Companys Report on Form 10-K for the period ended September 30, 1999). |
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Exhibit |
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Number |
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Document |
10.14 |
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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) (Incorporated by reference to Exhibit 10.26 of the Companys Report on Form 10-K for the period ended September 30, 1999). |
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10.15 |
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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)
(Incorporated by reference to Exhibit 10.27 of the Companys Report on Form 10-K for the
period ended September 30, 1999). |
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10.16 |
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Revolving Credit Note dated November 1, 2002, by Suntrust Bank and Central Parking Corporation. (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on February 18, 2003). |
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10.17 |
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Promissory Note dated January 8, 2003 by Bank of America, N.A. and Central Parking Corporation.
(Incorporated by reference to Exhibit 10.2 on Form 10-Q filed on February 18, 2003). |
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10.18 |
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Credit Agreement dated February 28, 2003, among Central Parking Corporation, et. al and Bank of America, N.A., et al. (Incorporated by reference to Exhibit 99.2 on Form 8-K filed on March 4, 2003) |
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10.19 |
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|
Waiver Agreement dated May 14, 2003, by Bank of America, N.A. and Central Parking Corporation. (Incorporated by reference to Exhibit 10.3 on Form 10-Q filed on May 15, 2003). |
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10.20 |
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|
First Amendment to Credit Agreement dated August 12, 2003, by Bank of America, N.A. and Central Parking Corporation. (Incorporated by reference to Exhibit 10.3 on Form 10-Q filed on August 14, 2003). |
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10.21 |
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|
Second Amendment to the Credit Facility dated June 4, 2004 by Bank of America, N.A. and Central Parking Corporation (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on August 13, 2004) |
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10.22 |
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|
|
Third Amendment to the Credit Facility dated January 25, 2005 by Bank of America, N.A. and Central Parking Corporation (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on February 9, 2005). |
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10.23 |
|
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|
|
|
Fourth Amendment to Credit Agreement dated August 11, 2005, among Central Parking Corporation, et. al and Bank of America, N.A., et. al. (Incorporated by reference to Exhibit 10.1 on Form 8-K filed on August 12, 2005). |
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10.24 |
|
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|
|
Fifth Amendment to Credit Agreement dated as of April 7, 2006, by Bank of America, N. A. and
Central Parking Corporation (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on
May 10, 2006) |
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10.25 |
|
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|
International Swap Dealers Association, Inc. Master Agreement dated as of June 9, 2003, by JP Morgan Chase Bank and Central Parking Corporation. (Incorporated by reference to Exhibit 10.4 on Form 10-Q filed on August 14, 2003). |
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10.26 |
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|
International Swap Dealers Association, Inc. Master Agreement dated as of May 23, 2003, by SunTrust Bank and Central Parking Corporation. (Incorporated by reference to Exhibit 10.5 on Form 10-Q filed on August 14, 2003). |
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10.27 |
|
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|
Waiver Agreement dated October 12, 2005 by and between the Company and Central Parking System,
Inc., Allright Corporation, Kinney System Inc., CPS Finance, Inc., and Central Parking System of Tennessee, Inc., and certain subsidiaries of the Company and a group of lenders having Bank of America, N. A. as their administrative agent (the Lenders). (Incorporated by reference to Exhibit 10.28 of the Companys Report on Form 10-K for the period ended September 30, 2005) |
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|
|
|
Exhibit |
|
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|
|
|
|
Number |
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|
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|
Document |
21 |
|
|
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|
|
|
Subsidiaries
of the Registrant (incorporated by reference to Exhibit 21 on Form
10-K filed on December 14, 2006). |
|
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23 |
|
|
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|
|
|
Consent of
KPMG LLP (incorporated by reference to Exhibit 23 on Form 10-K filed
on December 14, 2006). |
|
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|
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|
31.1 |
|
|
|
|
|
|
Certification of Emanuel Eads pursuant to Rule 13a-14(a). |
|
|
|
|
|
|
|
|
31.2 |
|
|
|
|
|
|
Certification of Jeff Heavrin pursuant to Rule 13a-14(a). |
|
|
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|
|
|
|
32.1 |
|
|
|
|
|
|
Certification of Emanuel Eads pursuant to Section 1350. |
|
|
|
|
|
|
|
|
32.2 |
|
|
|
|
|
|
Certification of Jeff Heavrin pursuant to Section 1350. |