UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
May 22, 2007 (May 21, 2007)
Central Parking Corporation
(Exact name of Registrant as specified in its charter)
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| Tennessee
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001-13950
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62-1052916 |
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(Commission File Number)
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(IRS Employer |
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Identification Number) |
2401 21st Avenue South, Suite 200 Nashville, TN 37212
(Address of principal executive offices)
(615) 297-4255
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Central Parking Corporation announced the completion of its previously
announced merger with an affiliate of Kohlberg & Company, LLC, Lubert-Adler
Partners, L.P., and Chrysalis Capital Partners, L.P. The shareholders of Central
Parking voted to approve the proposed merger agreement that the Company entered
into on February 20, 2007 at a special meeting held on May 21, 2007. Holders of
approximately 28.4 million shares of Central Parking voted in favor of approving
the merger agreement and the transactions contemplated thereby, representing
approximately 88% of Central Parking’s total outstanding voting shares and over 99%
of the total votes cast. As a result of the transaction, each issued and
outstanding share of Central Parking common stock was cancelled and converted
automatically into the right to receive $22.53 in cash, without interest.
Effective as of May 22, 2007, Central Parking’s stock will no longer be listed for
trading on the New York Stock Exchange and trading will be suspended prior to
market open Wednesday, May 23, 2007. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit |
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99.1 |
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Press release dated May 22, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Central Parking Corporation
/s/ Benjamin F. Parrish, Jr.
Benjamin F. Parrish, Jr.
Senior Vice President and General Counsel
Date: May 22, 2007