Central Parking Announces Dutch Auction Tender Offer to Repurchase 4,400,000 of Its Shares

Central Parking Corporation (NYSE: CPC) today announced that it has commenced a "Dutch Auction" tender offer to purchase up to 4,400,000 shares of its common stock at a price per share not less than $14.50 and not greater than $16.75.
The number of shares proposed to be purchased in the Dutch Auction tender offer represents approximately 12% of the Company's shares outstanding as of August 8, 2005. The high end of this range represents approximately a 16% premium above the closing price per share of the common stock of $14.41 on the New York Stock Exchange on August 3, 2005, the last closing price prior to the announcement that the Company intended to pursue a Dutch Auction tender offer as part of its new strategic plan designed to improve profitability.

Monroe Carell, Jr., Executive Chairman of the Board of Directors, stated, "This Dutch Auction tender offer is an important part of the strategic plan that we announced on August 3, 2005. We believe investing in our own shares of common stock is an attractive use of capital and an efficient means to provide value to our shareholders."

Mr. Carell, the Company's largest shareholder, has advised the Company that he and his family do not intend to tender any shares beneficially owned by them. The Company intends to pay for tendered shares with available cash on hand and amounts borrowed under its credit facility. The offer and withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, September 14, 2005, unless extended.

The Dealer Manager for the tender offer will be Banc of America Securities LLC. D.F. King & Co., Inc. will act as the Information Agent and SunTrust Bank will act as Depositary.
Central_Parking_Corp.jpgUnder the procedures for a Dutch Auction tender offer, the Company's stockholders will have the opportunity to tender some or all of their shares at a price within the $14.50 to $16.75 per share range. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per share price within the range that will enable it to buy 4,400,000 shares, or such lesser number of shares that are properly tendered and not withdrawn. All shares accepted in the tender offer will be purchased at the same determined price per share regardless of whether the stockholder tendered at a lower price. If holders of more than 4,400,000 shares properly tender and do not withdraw their shares at or below the determined price per share, then the Company will purchase shares so tendered by those stockholders owning fewer than 100 shares who tender all of their shares without proration, and all other shares will be purchased on a pro rata basis, subject to the conditional tender offer provisions that will be described in the offer to purchase to be distributed to stockholders. Stockholders whose shares are purchased in the offer will be paid the determined purchase price in cash, without interest, after the expiration of the offer period. The offer is not contingent upon any minimum number of shares being tendered. The offer is subject, however, to a number of other terms and conditions to be specified in the offer to purchase to be distributed to stockholders. No brokerage fees or commissions will be charged to holders of record who tender their shares directly to the Depositary. Holders who tender their shares through a broker, dealer or custodian may be required by such entity to pay a service charge or other fee.

Central Parking Corporation, headquartered in Nashville, Tennessee, is a leading global provider of parking and transportation management services. As of June 30, 2005, the Company operated more than 3,400 parking facilities containing more than 1.5 million spaces at locations in 37 states, the District of Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of Ireland, Mexico, Chile, Peru, Colombia, Venezuela, Germany, Switzerland, Poland, Spain, Greece and Italy.
Central Parking Corporation
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