Central Parking Corporation and Allright Holdings, Inc. Obtain Shareholder Approvals for Merger.

NASHVILLE, Tenn.--(BUSINESS WIRE)--Feb. 17, 1999--Central Parking Corporation (NYSE: CPC) and Allright Holdings, Inc. today announced that in separate meetings the shareholders of each corporation have approved the agreement pursuant to which Allright Holdings, Inc. ("Allright") will merge with a subsidiary of Central Parking Corporation. Shareholders of Central Parking Corporation today also approved an increase in the number of shares of authorized common stock from 50 million to 100 million.

The merger remains subject to certain closing conditions, including completion of the review of the merger now underway by the Department of Justice. In addition, several states are reviewing the transaction from an antitrust perspective. Under terms of the agreement, Central Parking Corporation expects to issue approximately 7.6 million shares of common stock to the shareholders of Allright. The shares have been registered with the Securities and Exchange Commission on Form S-4, and issuance of the shares will be made only by means of a prospectus. Central Parking Corporation currently has approximately 29.6 million shares outstanding. Following completion of the merger, Apollo Real Estate Investment Fund II, L.P. and AEW Partners, L.P., will each be entitled to designate a member of Central Parking Corporation's Board of Directors that will be expanded from 9 to 11 directors.

Monroe J. Carell, Jr., Chairman and Chief Executive Officer of Central Parking Corporation, remarked, "We are gratified by the strong vote of approval that the shareholders of each company have given to this merger. We continue to view this combination as an important step forward in the Company's ongoing progress. In terms of absolute expansion, the number of locations we operate will almost double to approximately 4,700, equating to more than a 50% increase in total parking spaces to approximately 1.6 million. We recognize that the practical considerations involved in combining our operations will be challenging. An experienced team of individuals from both of our companies has been working steadily over the past few months, however, to formulate a comprehensive transition plan. Our goal is to accomplish this as quickly as possible but in a manner that supports our targeted growth during this period. Excluding merger-related expenses, we continue to believe that the proposed merger will be accretive to our earnings per share starting in fiscal 1999."

Gregory P. Shay, President and Chief Executive Officer of Allright, commented, "We are also pleased with the positive response that our shareholders have given this agreement. We are eager to complete the merger agreement as quickly as possible in order to move on to the exciting possibilities that Central Parking Corporation and Allright can realize together."

The Blackstone Group L.P. served as financial advisor to Central Parking Corporation, and Bear Stearns & Co. served as financial advisor to Allright in this transaction.

Central Parking Corporation, headquartered in Nashville, Tennessee, is a leading provider of parking services. The Company operates approximately 2,427 parking facilities containing more than 1,022,000 spaces at locations in 35 states, the District of Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of Ireland, Spain, Germany, Malaysia, Chile and Mexico. Central Parking Corporation has a business development office in Amsterdam.

This press release contains projections and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These projections and statements reflect the Company's current views with respect to future events and financial performance. No assurance can be given, however, that these events will occur or that these projections will be achieved and actual results could differ materially from those projected as a result of certain factors. A discussion of these factors is included in the Company's periodic reports filed with the Securities and Exchange Commission.