-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NQj35zCqiQ4SBM11SJGsQNU1NMqUJnGww1koWGiztpoCKoECnHnMQ/y2izAZnI+J Fp/QATK5FZ9cqoqrV8JGTw== 0000950144-99-001860.txt : 19990217 0000950144-99-001860.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950144-99-001860 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL PARKING CORP CENTRAL INDEX KEY: 0000949298 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 621052916 STATE OF INCORPORATION: TN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45027 FILM NUMBER: 99540854 BUSINESS ADDRESS: STREET 1: 2401 21ST AVE S STREET 2: STE 200 CITY: NASHVILLE STATE: TN ZIP: 37212 BUSINESS PHONE: 6152974255 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARELL MONROE J JR CENTRAL INDEX KEY: 0001026713 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2401 21ST AVENUE SOUTH SUITE 200 CITY: NASHVILLE STATE: TN ZIP: 37212 BUSINESS PHONE: 6152974255 MAIL ADDRESS: STREET 1: 2401 21ST AVENUE SOUTH SUITE 200 CITY: NASHVILLE STATE: TN ZIP: 37212 SC 13G/A 1 CENTRAL PARKING CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* CENTRAL PARKING CORPORATION (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 154785 10 9 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Continued on following pages) Page 1 of 5 Pages 2 CUSIP NO. 154785 10 9 SCHEDULE 13G/A (cover page continued) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Monroe J. Carell, Jr. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen NUMBER OF SHARES 5. SOLE VOTING POWER 10,844,454 BENEFICIALLY 6. SHARED VOTING POWER None OWNED BY EACH 7. SOLE DISPOSITIVE POWER 10,807,152 REPORTING PERSON 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,844,454* *Includes (i) 37,302 shares held in Central Parking Corporation's (the "Company's") Deferred Stock Unit Plan, which Plan contains a power of attorney pursuant to which Mr. Carell votes such shares, (ii) options to purchase 15,560 shares granted pursuant to the Company's 1995 Incentive and Nonqualified Stock Option Plan for Key Personnel, (iii) 1,803,576 aggregate shares held by The Monroe J. Carell 1995 Grantor Retained Annuity Trust and The Monroe J. Carell, Jr. 1994 Grantor Retained Annuity Trust, with respect to which Mr. Carell is trustee and is entitled to an annuity until September 1999 with the remainder passing to his children, and (iv) 149,999 shares held by the Monroe Carell, Jr. Foundation, a charitable private foundation of which Mr. Carell is president and a director. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] Excludes 7,149,104 shares held by The Carell Children's Trust, a trust created by Mr. Carell in 1987 for the benefit of his children, which shares are reported on a separate Schedule 13G/A filed by such trust, the trustee of which is Equitable Trust Company. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.66% 12. TYPE OF REPORTING PERSON IN Page 2 of 5 Pages 3 SCHEDULE 13G/A ITEM 1(A). NAME OF ISSUER: CENTRAL PARKING CORPORATION ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2401 21st Avenue South, Suite 200, Nashville, Tennessee 37212 ITEM 2(A). NAME OF PERSON FILING: Monroe J. Carell, Jr. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 2401 21st Avenue South, Suite 200, Nashville, Tennessee 37212 ITEM 2(C). CITIZENSHIP: United States Citizen ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, Par Value $.01 per share ITEM 2(E). CUSIP NUMBER: 154785 10 9 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS: (A) [ ] BROKER OR DEALER REGISTERED UNDER THE ACT (B) [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT (C) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE ACT (D) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT (E) [ ] INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE INVESTMENT ADVISERS ACT OF 1940 (F) [ ] EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE SS.240.13D-1(B)(1)(II)(F) (G) [ ] PARENT HOLDING COMPANY, IN ACCORDANCE WITH SS.240.13D-1(B)(II)(G); SEE ITEM 7 (H) [ ] GROUP, IN ACCORDANCE WITH SS.240.13d-1(B)(1)(II)(H) ITEM 4. OWNERSHIP: (A) AMOUNT BENEFICIALLY OWNED: 10,844,454 (B) PERCENT OF CLASS: 36.66% Page 3 of 5 Pages 4 SCHEDULE 13G/A (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 10,844,454 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: None (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 10,807,152 (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: None ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ]. Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable ITEM 10. CERTIFICATION. Page 4 of 5 Pages 5 SCHEDULE 13G/A SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. By: /s/ Monroe J. Carell, Jr. -------------------------------- Monroe J. Carell, Jr. Date: February 15, 1999. Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----