SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission file number 001-13950
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CENTRAL PARKING CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CENTRAL PARKING CORPORATION
2401 21st Avenue South, Suite 200
Nashville, TN 37212
3
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Independent Auditor's Report of KPMG LLP 3
Statement of Net Assets at March 31, 2002 and 2001 4
Statement of Changes in Net Assets for years ended March 31, 2002,
2001 and 2000 4
Notes to Financial Statements 5
Signatures 7
Exhibit 23 - Consent of KPMG LLP 7
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Central Parking Corporation 1996
Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets of the Central Parking
Corporation 1996 Employee Stock Purchase Plan as of March 31, 2002 and 2001, and
the related statements of changes in net assets for each of the years in the
three-year period ended March 31, 2002. These financial statements are the
responsibility of the Plan's Administrative Committee. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Central Parking Corporation 1996
Employee Stock Purchase Plan as of March 31, 2002 and 2001, and the changes in
net assets for each of the years in the three-year period ended March 31, 2002
in conformity with accounting principles generally accepted in the United States
of America.
KPMG LLP
Nashville, TN
June 28, 2002
CENTRAL PARKING CORPORATION 1996
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
MARCH 31, 2002 AND 2001
2002 2001
----- -----
Net assets $ -- $ --
===== =====
See accompanying notes to the financial statements
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED MARCH 31, 2002, 2001 AND 2000
2002 2001 2000
----------- ------------ ------------
Employee contributions $1,165,928 $ 1,320,184 $ 1,482,588
Reimbursement of contributions to
terminated employees (195,909) (218,297) (251,136)
Disbursements to purchase common stock
of Central Parking Corporation (970,019) (1,101,887) (1,231,452)
----------- ------------ ------------
Net increase in net assets -- -- --
Net assets:
Beginning of year -- -- --
----------- ------------ ------------
End of year $ -- $ -- $ --
=========== ============ ============
See accompanying notes to the financial statements
CENTRAL PARKING CORPORATION 1996
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
March 31, 2002 and 2001
7
(1) DESCRIPTION OF THE PLAN
The following is a brief description of the Central Parking Corporation 1996
Employee Stock Purchase Plan (the Plan). Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
(A) GENERAL
The Plan was adopted by the Board of Directors and shareholders of Central
Parking Corporation (the Company) for the benefit of its employees. It became
effective on April 1, 1996.
(B) ELIGIBILITY
Employees of the Company's subsidiaries are eligible to participate in the Plan
if they meet the following criteria:
(a) Are a permanent employee of the Company;
(b) Work 20 hours or more per week;
(c) Work more than five months per year;
(d) Are employed for three consecutive months by January 1 prior to the
start of the Plan year; and
(e) Have not withdrawn from the Plan in the past six months.
An employee may choose to withdraw from the Plan at any time. Within sixty days
of the Company receiving written notice of withdrawal, all accumulated
contributions will be returned to the employee. That employee is then precluded
from participation in the Plan for a period of six months. Participants that
terminate employment with the Company prior to March 31 of any Plan year are not
eligible to remain in the Plan. Accordingly, any accumulated contributions are
returned to the employee.
(C) CONTRIBUTIONS
Participants in the Plan can elect to contribute from a minimum of $3 per weekly
payroll ($6 per biweekly payroll) to a maximum of 10% of their total annual
salary. Contributions are made through payroll deductions on an after tax
basis. The Company holds contributions until the end of the Plan year at which
point common stock of the Company is purchased and distributed to the
contributing participants.
Participants may change their contribution elections annually at the beginning
of the Plan year. Change requests must be received during the annual enrollment
period in January prior to each Plan year.
(D) STOCK PURCHASE PROVISIONS
On March 31 of each Plan year, the Plan purchases stock from the Company at a
price equal to 85% of the lower of the closing stock price on either the first
or last day of the Plan year. Such stock is immediately distributed to the Plan
participants. At April 2, 2001 and March 28, 2002, the Company's closing stock
price was $18.01 and $22.99, respectively. Accordingly, the Plan, on behalf of
the participants, purchased stock at $15.31 per share (85% of $18.01) for the
Plan year ended March 31, 2002. At April 3, 2000 and March 30, 2001, the
Company's closing stock prick was $20.44 and $18.20, respectively. Accordingly,
the Plan purchased stock at $15.47 per share (85% of $18.20) for the Plan year
ended March 31, 2001. At April 1, 1999 and March 31, 2000, the Company's
closing stock price was $34.50 and $20.00, respectively. Accordingly, the Plan
purchased stock at $17.00 per share (85% of $20.00) for the Plan year ended
March 31, 2000. The fair market value of the stock acquired through the Plan by
any one participant cannot exceed $25,000 in one calendar year as dictated by
Internal Revenue Code Section 423.
Shares purchased by the Plan on behalf of the participants are transferred into
a brokerage account in the employee's name. At March 31, 2002, 2001 and 2000,
63,365, 73,704 and 72,479 shares, respectively, were transferred to
participants' brokerage accounts. At April 1, 2002, 65,127 shares remained
available for issuance under the Plan.
(E) VESTING
Participants are automatically vested in all amounts contributed to the Plan.
In the event that a participant withdraws from the Plan, all amounts previously
deducted from the employee's pay are returned to the employee. Shares acquired
by participants can be sold at any time. However, if a sale occurs within one
year of the exercise date, the participant must notify the Company of the sale.
(F) PLAN TERMINATION
Although they have expressed no intent to do so, Central Parking Corporation,
has the right to terminate the Plan at any time.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF ACCOUNTING AND OPERATION OF THE PLAN
The accompanying financial statements are prepared on the accrual basis of
accounting. The Plan accumulates contributions through payroll deductions. At
the end of the Plan year, the accumulated contributions are used to purchase
shares of the Company stock in each participant's name.
(B) INVESTMENTS
The Plan holds no investments at March 31, 2002 and 2001 or throughout the Plan
year. Contributions accumulated throughout the Plan year are held by the
Company on behalf of the Plan in a noninterest bearing account.
(C) PLAN EXPENSES
The Company pays all of the expenses of the Plan.
(3) INCOME TAX STATUS
The Plan is intended to be an employee stock purchase plan as defined in Section
423 of the Internal Revenue Code (the Code) of 1986. Accordingly, the Plan is
designed to be exempt from income taxes. Management believes that the Plan has
been operated in accordance with the Code and therefore no provision for income
taxes has been reflected in the accompanying financial statements.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Central Parking Corporation 1996
Employee Stock Purchase Plan
Date: July 1, 2002 By: /s/ Hiram A. Cox
--------------- -------------------
Hiram A. Cox
Chief Financial Officer
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Central Parking Corporation:
We consent to the incorporation by reference in the registration statement (No.
33-98118) on Form S-8 of Central Parking Corporation of our report dated June
26, 2002, with respect to the statements of net assets of the Central Parking
Corporation 1996 Employee Stock Purchase Plan as of March 31, 2002 and 2001, and
the related statements of changes in net assets for each of the years in the
three-year period ended March 31, 2002, which report appears in
the March 31, 2002 Form 11-K of Central Parking Corporation.
KPMG LLP
Nashville, Tennessee
June 28, 2002