<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2000

                        Commission file number 001-13950

                           CENTRAL PARKING CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Tennessee                                    62-1052916
------------------------------------        ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

         2401 21st Avenue South,
     Suite 200, Nashville, Tennessee                       37212
----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's Telephone Number, Including Area Code:            (615) 297-4255
                                                               --------------


Former name, address and fiscal year, if
changed since last report:                                      Not Applicable
                                                                --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.

            Class                                 Outstanding at May 12, 2000
-----------------------------                     ---------------------------
Common Stock, $0.01 par value                              36,513,738









<PAGE>   2
                                      INDEX

                           CENTRAL PARKING CORPORATION

<TABLE>
<CAPTION>
                                                                                   PAGE
                                                                                   ----
<S>                                                                                <C>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Consolidated balance sheets
        ---March 31, 2000 and September 30, 1999..............................       3

        Consolidated statements of earnings
        --- three and six months ended March 31, 2000 and 1999................       4

        Consolidated statements of cash flows
        --- three and six months ended March 31, 2000 and 1999................       5

        Notes to consolidated financial statements............................    6-11

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations...................................   12-18

Item 3. Quantitative and Qualitative Disclosure about Market Risk ............      19

PART 2. OTHER INFORMATION

Item 1. Legal Proceedings ....................................................      20

Item 4. Submission of Matters to a Vote of Security Holders...................      20

Item 6. Exhibits and Reports on Form 8-K......................................   21-25

        SIGNATURES ...........................................................      26
</TABLE>




<PAGE>   3


                          CENTRAL PARKING CORPORATION
                          Consolidated Balance Sheets

Dollar amounts in thousands

<TABLE>
<CAPTION>
                                                                                         Unaudited
                                                                                          March 31,     September 30,
                                                                                            2000            1999
                                                                                        -----------      -----------
<S>                                                                                     <C>              <C>
                  Assets
Current assets:
    Cash and cash equivalents                                                           $    44,205      $    53,669
    Management accounts receivable                                                           36,206           33,288
    Accounts receivable - other                                                              14,762           18,966
    Current portion of notes receivable (including amounts due from related parties
       of $536 at March 31, 2000, and $509 at September 30, 1999)                            12,677           12,503
    Prepaid rent                                                                             12,523           14,222
    Prepaid expenses                                                                          7,235            7,438
    Deferred income taxes                                                                       227              247
    Prepaid and refundable income taxes                                                          --            5,374
                                                                                        -----------      -----------
                  Total current assets                                                      127,835          145,707

Investments, at amortized cost (fair value $5,588 at March 31, 2000, and $5,480 at
    September 30, 1999)                                                                       5,636            5,488
Notes receivable, less current portion                                                       47,104           47,870
Property, equipment, and leasehold improvements, net                                        439,392          421,090
Contract and lease rights, net                                                               94,038           97,158
Goodwill, net                                                                               271,254          277,800
Investment in and advances to partnerships and joint ventures                                32,306           32,218
Other assets                                                                                 39,409           37,246
                                                                                        -----------      -----------
                                                                                        $ 1,056,974      $ 1,064,577
                                                                                        ===========      ===========
    Liabilities and Shareholders' Equity

Current liabilities:
    Current portion of long-term debt and capital lease obligation                      $    55,951      $    31,682
    Accounts payable                                                                         72,964           74,778
    Accrued payroll and related costs                                                        17,152           12,268
    Accrued expenses                                                                          9,713           20,051
    Management accounts payable                                                              35,705           33,416
    Income taxes payable                                                                      5,449            4,171
                                                                                        -----------      -----------
                  Total current liabilities                                                 196,934          176,366

Long-term debt and capital lease obligations, less current portion                          303,998          337,481
Deferred rent                                                                                17,752           17,681
Deferred compensation                                                                        12,135           12,058
Deferred income taxes                                                                        28,655           27,702
Minority interest                                                                            29,635           31,112

Other liabilities                                                                             4,464            5,058
                                                                                        -----------      -----------
                  Total liabilities                                                         593,573          607,458

Company-obligated mandatorily redeemable convertible securities of subsidiary
    holding solely parent debentures                                                        110,000          110,000

Shareholders' equity:
    Common stock, $.01 par value; 50,000,000 shares authorized,
        36,486,715 and 36,753,977 shares issued and outstanding, respectively                   365              368
    Additional paid -in capital                                                             251,472          259,853
    Foreign currency translation adjustment                                                     125              (20)
    Retained earnings                                                                       101,858           87,364
    Deferred compensation on restricted stock                                                  (419)            (446)
                                                                                        -----------      -----------
                  Total shareholders' equity                                                353,401          347,119
                                                                                        -----------      -----------
                                                                                        $ 1,056,974      $ 1,064,577
                                                                                        ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements




                                  Page 3 of 28
<PAGE>   4

                           CENTRAL PARKING CORPORATION
                       Consolidated Statements of Earnings
                                    Unaudited

<TABLE>
<CAPTION>
Dollar amounts in thousands
                                                                        Three Months Ended             Six Months Ended
                                                                              March 31,                    March 31,
                                                                        2000           1999           2000           1999
                                                                      ---------      ---------      ---------      ---------
<S>                                                                   <C>            <C>            <C>            <C>
Revenues:
     Parking                                                          $ 157,716      $ 158,939      $ 317,212      $ 314,921
     Management contract                                                 24,935         22,569         50,772         45,510
                                                                      ---------      ---------      ---------      ---------
              Total revenues                                            182,651        181,508        367,984        360,431

Costs and expenses:
     Cost of parking                                                    133,592        134,392        266,699        261,686
     Cost of management contracts                                         8,201          6,031         16,641         11,669
     General and administrative                                          19,655         19,175         39,582         38,876
     Goodwill and non-compete amortization                                2,989          2,840          6,051          5,740
     Impairment loss                                                         --             --            495             --
     Merger costs                                                         1,362         34,295          3,747         34,295
                                                                      ---------      ---------      ---------      ---------
              Total costs and expenses                                  165,799        196,733        333,215        352,266
                                                                      ---------      ---------      ---------      ---------
              Operating earnings (loss)                                  16,852        (15,225)        34,769          8,165

Other income (expenses):
     Interest income                                                      1,538          1,358          3,404          2,891
     Interest expense                                                    (6,640)        (7,427)       (13,168)       (14,989)
     Dividends on Company-obligated mandatorily redeemable
       convertible securities of a subsidiary trust                      (1,500)        (1,492)        (3,010)        (2,888)
     Net gains (losses) on sales and divestitures
       of property and equipment                                          1,331          2,893          3,584          2,808
     Minority interest                                                   (1,046)          (553)        (1,860)        (1,043)
     Equity in partnership and joint venture earnings                     1,179          1,067          2,665          2,253
                                                                      ---------      ---------      ---------      ---------
              Other expenses, net                                        (5,138)        (4,154)        (8,385)       (10,968)
                                                                      ---------      ---------      ---------      ---------
              Earnings before income taxes and extraordinary item        11,714        (19,379)        26,384         (2,803)
                                                                      ---------      ---------      ---------      ---------
              Income tax expense                                          4,334         (2,802)        10,558          3,635
                                                                      ---------      ---------      ---------      ---------
              Net earnings before extraordinary item                      7,380        (16,577)        15,826         (6,438)

     Extraordinary item, net of tax                                          --         (1,002)          (195)        (1,002)
                                                                      ---------      ---------      ---------      ---------
              Net earnings                                            $   7,380      $ (17,579)     $  15,631      $  (7,440)
                                                                      =========      =========      =========      =========

     Basic earnings per share:
     Net earnings before extraordinary item                           $    0.20      $   (0.46)     $    0.43      $   (0.18)
     Extraordinary item, net of tax                                   $      --      $   (0.03)     $      --      $   (0.03)
     Net earnings                                                     $    0.20      $   (0.49)     $    0.43      $   (0.21)

     Diluted earnings per share:
     Net earnings before extraordinary item                           $    0.20      $   (0.46)     $    0.43      $   (0.18)
     Extraordinary item, net of tax                                   $      --      $   (0.03)     $   (0.01)     $   (0.03)
     Net earnings                                                     $    0.20      $   (0.49)     $    0.42      $   (0.21)
</TABLE>




                                  Page 4 of 28
<PAGE>   5

                           CENTRAL PARKING CORPORATION
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
Dollar amounts in thousands
                                                                                  Six Months Ended March,
                                                                                    2000           1999
                                                                                  --------      ---------
<S>                                                                               <C>           <C>
Cash flows from operating activities:
     Net earnings before extraordinary item                                       $ 15,826      $  (6,438)
     Extraordinary item, net of tax                                                   (195)        (1,002)
     Adjustments to reconcile net earnings to
       net cash provided by operating activities:
         Depreciation and amortization                                              13,100         10,202
         Amortization of goodwill and non-compete                                    6,051          5,740
         Amortization of contract and lease rights, deferred rent,
           deferred financing fees and other                                         6,772          4,875
         Equity in partnership and joint venture earnings                           (2,665)        (2,253)
         Distributions from partnerships and ventures                                1,885          2,203
         Net (gains) losses on sales and divestitures of
           property and equipment                                                   (3,584)        (2,808)
         Impairment loss                                                               495             --
         Deferred income taxes                                                         973           (492)
         Minority interest                                                           1,860          1,043
         Charge for Edison minority interest write-up                                   --          7,000
         Changes in operating assets and liabilities, excluding acquisitions:
              Management accounts receivable                                        (2,918)        (8,302)
              Accounts receivable - other                                            4,204         (9,650)
              Prepaid rent                                                           1,699         (7,258)
              Prepaid expenses                                                         203         (7,352)
              Prepaid and refundable income taxes                                    5,374         (3,185)
              Other assets                                                          (1,118)           425
              Accounts payable, accrued expenses, and deferred compensation        (12,038)         1,267
              Management accounts payable                                            2,289          8,918
              Income taxes payable                                                   1,278           (945)
                                                                                  --------      ---------
         Net cash provided (used) by operating activities                           39,491         (8,012)
                                                                                  --------      ---------
Cash flows from investing activities:
     Proceeds from sales and divestitures of property and equipment                 14,164         19,306
     Investment in notes receivable                                                    592        (12,840)
     Purchase of property, equipment, and leasehold improvements                   (41,982)       (23,165)
     Purchase of contract rights and lease rights                                     (980)       (22,190)
     Investment in/advances to partnerships, joint ventures
       and unconsolidated subsidiaries, net                                            692         (1,013)
     Proceeds from maturities and calls on investments                                  80             --
     Purchase of investments, net                                                     (228)          (197)
                                                                                  --------      ---------
         Net cash used by investing activities                                     (27,662)       (40,099)
                                                                                  --------      ---------
Cash flows from financing activities:
     Dividends paid                                                                 (1,098)          (887)
     Net borrowings (repayments) under revolving credit
       agreement, net of issuance costs                                            (21,831)        68,704
     Proceeds from issuance of notes payable, net of issuance costs                 13,300        220,330
     Payment to minority interest partner                                           (3,337)            --
     Principal repayments on notes payable and capital leases                       (2,164)      (257,457)
     Repurchase of common stock                                                    (10,310)            --
     Proceeds from issuance of common stock and
       exercise of stock options and warrants, net                                   4,002          2,179
                                                                                  --------      ---------
         Net cash provided (used) by financing activities                          (21,438)        32,869
                                                                                  --------      ---------
Foreign currency translation                                                           145            175
                                                                                  --------      ---------
         Net decrease in cash and cash equivalents                                  (9,464)       (15,067)
Cash and cash equivalents at beginning of period                                    53,669         50,744
                                                                                  --------      ---------
Cash and cash equivalents at end of period                                        $ 44,205      $  35,677
                                                                                  ========      =========
</TABLE>




                                  Page 5 of 28
<PAGE>   6

                           CENTRAL PARKING CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

     BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Central
Parking Corporation ("Central Parking" or the "Company") have been prepared in
accordance with generally accepted accounting principles and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. All significant
inter-company transactions have been eliminated in consolidation. Operating
results for the three and six months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 2000. For further information, refer to the consolidated financial
statements and footnotes thereto for the year ended September 30, 1999 (included
in the Company's Annual Report on Form 10-K). Certain items have been
reclassified to conform to current year presentation.

     MERGERS AND ACQUISITIONS

     Black Angus Garage

     On March 15, 2000, a limited liability company ("LLC") of which the Company
is the sole shareholder purchased the Black Angus Garage, a multi-level
structure with 300 parking stalls, located in New York City for $19.6 million.
$13.3 million of the purchase was financed through a five-year note bearing
interest at one month floating LIBOR plus 162.5 basis points. To fix the
interest rate, the Company entered into a five-year LIBOR swap, yielding an
effective interest cost of 8.91% for the five-year period. The parent company
has guaranteed $1 million of the debt, which otherwise would have no recourse
except to the LLC. The remainder was financed from borrowings under the new
credit facility.

     Arizona Stadium LLC

     In October 1999, the Company purchased the remaining 50% interest in
Arizona Stadium LLC, a limited liability company that manages the parking
activities for the Arizona stadium, for approximately $1.6 million in cash. The
Company previously owned 50% of the limited liability company. In accordance
with the partnership agreement, the Company was required to repay the
outstanding note payable and incurred approximately $195 thousand of expenses,
net of tax, related to early extinguishement of debt. This expense has been
accounted for as an extraordinary loss.

     New York Partnership

     On May 28, 1999, the Company purchased the remaining 60% interest in a
partnership which operates a parking facility in New York City for $20.5 million
in cash. The Company previously owned 40% of the partnership. The previous
partner will continue to manage the garage for the next 7 years.

     Allright Holdings, Inc.

     On March 19, 1999, the Company completed a merger with Allright Holdings,
Inc. ("Allright"), pursuant to which approximately 7.0 million shares of Central
Parking common stock and approximately 0.5 million options and warrants to
purchase common stock of Central Parking, were exchanged for all of the
outstanding shares of common stock and options and warrants to purchase common
stock of Allright. The transaction, constituting a tax-free exchange, has been
accounted for as a pooling-of-interests under APB Opinion No. 16. Accordingly,
prior period financial statements presented have been restated to include the
combined results of operations, financial position and cash flows of Allright as
if it had been part of Central Parking from the date of Allright's inception,
October 31, 1996. Prior to the consummation of the merger, Allright's fiscal
year end was June 30. As a result of conforming Allright's fiscal year with that
of the Company's, the historical results of operations of Allright for the
quarter ending September 30, 1998 has been recorded directly to the Company's
consolidated shareholders' equity. There were no material transactions between
Central Parking and Allright prior to the merger.

     The results for the quarter ended March 31, 2000 included $1.4 million of
merger related expenses on a pretax basis. The costs, which are directly
attributable to the merger and are incremental to the combined companies, are



                                  Page 6 of 28
<PAGE>   7

recognized when incurred. The Company has recognized a total of approximately
$44.7 million of merger costs related to the merger with Allright before
adjustment for the tax benefits associated with those costs.

     Edison Restructuring Agreement

     In conjunction with the Company's merger with Allright, Allright entered
into a restructuring agreement whereby Allright loaned an additional $9.9
million to the limited partner and amended certain other related agreements. In
addition, the parties agreed that the limited partner's capital account would be
increased to $29.4 million as of the effective date of the restructuring, which
coincided with the consummation date of the merger with Allright. As a result of
this increase in the limited partner's capital account, the Company recorded a
$7 million charge to operations concurrent with the merger. Such charge is
reflected in merger costs in the accompanying consolidated financial statements
of earnings for the three and six months ended March 31, 1999.

     Allied Parking

     On October 1, 1998, Allright purchased from Allied Parking, Inc. ("Allied")
four leases relating to parking facilities in New York City, with maturities
ranging from 2006 to 2029 for approximately $14.2 million. Allied agreed to
lease to Allright two more lots for 19 years, each in exchange for a note
receivable of $4.9 million, secured by an assignment of rents. Allright also
purchased the right to use the "Allied Parking" name associated with these
leases for $835 thousand.

     On November 8, 1998, Allright purchased six additional leases from Allied
Parking with maturities ranging from 1999 to 2008 for $5.1 million. Allright
also purchased the right to use the "Allied Parking" name associated with these
leases for $300 thousand.

     During April 1999, the Company purchased an additional lease from Allied
Parking which matures in 2020 for $3.0 million, and also purchased the right to
use the "Allied Parking" name associated with it as part of the purchase price.

     Future Cash Commitments

     On May 10, 1999, the Company announced a definitive agreement to purchase a
parking facility that is being developed in Chicago by a wholly owned subsidiary
of Prime Group Realty Trust (NYSE: PGE). The purchase price is approximately
$37.3 million. The garage will have a total of 1,018 parking spaces as well as
4,200 square feet suitable for retail. Under the terms of the agreement, the
purchase will occur upon completion of the parking facility, which is expected
in 2001.

     On May 12, 2000, the Company entered into an agreement whereby, effective
June 1, 2000, it will acquire certain lease and contract rights for
approximately $14.3 million. The transaction will be financed by an obligation
that will become due in June 2002.

     EARNINGS PER SHARE

     Basic earnings per share excludes dilution and is computed by dividing
income available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock, or if restricted shares of common stock were to become
fully vested, that then shared in the earnings of the entity.




                                  Page 7 of 28
<PAGE>   8

The following tables set forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                               Three Months Ended March 31,
                                                           2000                              1999
                                              -------------------------------  ---------------------------------
                                               Income     Common                Income      Common
                                              Available   Shares    Per Share Available     Shares     Per Share
                                              ($000's)    (000's)     Amount   ($000's)     (000's)      Amount
                                              -------     ------     --------  --------      ------     --------
<S>                                           <C>         <C>        <C>       <C>           <C>        <C>
Basic earnings per share:
Earnings (loss) before extraordinary item     $ 7,380     36,480     $   0.20  $(16,577)     36,273     $  (0.46)
Effect of dilutive stock and options:
Stock option plan and warrants                               246           --                    --           --
Restricted stock plan                                        181           --                    --           --
Deferred stock unit plan                                      72           --                    --           --
Employee stock purchase plan                                  48           --                    --           --
                                              -------     ------     --------  --------      ------     --------
Diluted earnings per share:
Earnings (loss) before extraordinary item     $ 7,380     37,027     $   0.20  $(16,577)     36,273     $  (0.46)
                                              =======     ======     ========  ========      ======     ========
</TABLE>


<TABLE>
<CAPTION>
                                                                Six Months Ended March 31,
                                                           2000                              1999
                                              -------------------------------  ---------------------------------
                                               Income     Common                Income      Common
                                              Available   Shares    Per Share Available     Shares     Per Share
                                              ($000's)    (000's)     Amount   ($000's)     (000's)      Amount
                                              -------     ------     --------  --------      ------     --------
<S>                                           <C>         <C>        <C>       <C>           <C>        <C>
Basic earnings per share:
Earnings (loss) before extraordinary item     $15,826     36,498     $   0.43  $ (6,438)     36,267     $  (0.18)
Effect of dilutive stock and options:
Stock option plan and warrants                               277           --                    --           --
Restricted stock plan                                        181           --                    --           --
Deferred stock unit plan                                      72           --                    --           --
Employee stock purchase plan                                  42           --                    --           --
                                              -------     ------     --------  --------      ------     --------
Diluted earnings per share:
Earnings (loss) before extraordinary item     $15,826     37,070     $   0.43  $ (6,438)     36,267     $  (0.18)
                                              =======     ======     ========  ========      ======     ========
</TABLE>

     Weighted average common shares used for the computation of basic earnings
per share excludes certain common shares issued pursuant to the Company's
restricted stock plan and deferred compensation agreement, because under the
related agreements the holder of such restricted stock may forfeit the shares if
certain employment or service requirements are not met.

     The effect of the conversion of the company-obligated mandatorily
redeemable securities of the subsidiary trust has not been included in the
diluted earnings per share calculation since such securities are anti-dilutive.
At March 31, 2000 and 1999, such securities were convertible into 2,000,000
shares of common stock. For the three and six months ended March 31, 2000,
options to purchase 1,196,781 and 1,176,091 shares, respectively are excluded
from the diluted common shares since they are anti-dilutive. During the quarter
ended March 31, 2000, the Company granted 429,375 options to purchase common
stock to employees at fair value on the date of grant.

     On January 18, 2000 the Company's board of directors authorized the
repurchase of up to $50 million in outstanding shares of the Company's common
stock. The repurchase was subsequently approved by the Company's bank lenders on
February 14, 2000. Subject to availability, the repurchases may be made from
time to time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate. As
of May 12, 2000, the Company has repurchased 624 thousand shares for a total
cost of $10.3 million.

     LONG TERM DEBT

     On March 19, 1999, the Company established a new credit facility (the "New
Credit Facility") providing for an aggregate availability of up to $400 million
consisting of a five-year $200 million revolving credit facility including a
sub-limit of $25 million for standby letters of credit, and a $200 million
five-year term loan. The principal amount of the term loan shall be repaid in
quarterly payments of $12.5 million commencing June 30, 2000 and continuing
until the loan is repaid. The New Credit Facility bears interest at LIBOR plus a
grid based margin dependent upon Central Parking achieving certain financial
ratios. The rate as of March 31, 2000 was LIBOR plus 1.125%. The Company used
the New Credit Facility to replace the Company's previous credit facility and to
refinance the existing debt of Allright Holdings, Inc. The amount outstanding
under the Company's New Credit Facility as of



                                  Page 8 of 28
<PAGE>   9

March 31, 2000 was $328.8 million with a weighted average interest rate of 7.0%
for the six months ended March 31, 2000. The New Credit Facility contains
covenants including those that require the Company to maintain certain financial
ratios, restrict further indebtedness and limit the amount of dividends paid.

     On February 14, 2000, the Company entered into an amendment and restatement
to the New Credit Facility agreement primarily to allow the Company to
repurchase up to $50 million in outstanding shares of its common stock. This
amendment and restatement also contains provisions for up front fees of $700
thousand which will be amortized over the life of the agreement. Interest rates
were not affected by the amendment and will continue to be based upon the
existing grid and determined based on certain financial ratios.

     The Company is required under the New Credit Facility to enter into certain
interest rate protection agreements designed to fix interest rates on variable
rate debt and reduce exposure to fluctuations in interest rates. On October 27,
1999 the Company entered into a $25 million interest rate swap for a term of
four years, cancelable after two years at the option of the counterparty, under
which the Company will pay to the counterparty a fixed rate of 6.16%, and the
counterparty will pay to the Company a variable rate equal to LIBOR. The
transaction involved an exchange of fixed rate payments for variable rate
payments and does not involve the exchange of the underlying nominal value.

     On March 31, 2000 the Company entered into a $25 million interest rate cap
agreement at the rate of 8.0% per annum for a term of four years for which the
Company paid $294 thousand, which will be amortized over the term of the cap
agreement.

     On March 18, 1998, the Company created Central Parking Finance Trust
("Trust") which completed a private placement of 4,400,000 shares at $25.00 per
share of 5.25% convertible trust issued preferred securities ("Preferred
Securities") pursuant to an exemption from registration under the Securities Act
of 1933, as amended. The Trust exists for the sole purpose of issuing the
Preferred Securities and investing the proceeds thereof in an equivalent amount
of 5.25% Convertible Subordinated Debentures ("Convertible Debentures") of the
Company due in 2008. The Preferred Securities do not have a stated maturity date
but are subject to mandatory redemption upon the repayment of the Convertible
Debentures at their stated maturity (April 1, 2008) or upon the acceleration or
earlier repayment of the Convertible Debentures. The Company's consolidated
balance sheets reflect the Preferred Securities of the Trust as
company-obligated mandatorily redeemable convertible securities of a subsidiary
whose sole assets are convertible subordinated debentures of the Company. The
consolidated results of operations reflect dividends on the Preferred
Securities.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
established reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts. Under SFAS No. 133, the
Company would recognize all derivatives as either assets or liabilities,
measured at fair value, in the statement of financial position. In July 1999,
SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB No. 133, An Amendment of FASB Statement No.
133" was issued deferring the effective date of SFAS 133 to fiscal years
beginning after June 15, 2000. The Company is in the process of evaluating the
impact these pronouncements will have on its consolidated financial statements.

     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," effective for fiscal years
beginning after December 16, 1998. SOP 98-1 defines which costs incurred to
develop or purchase internal use software should be capitalized and which should
be expensed. The Company's adoption of SOP 98-1 did not have a material impact
to the Company's financial statements.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 establishes specific criterion for revenue recognition. The
Company is in the process of evaluating what impact, if any, this SAB will have
on the Company's revenue recognition policies.

     BUSINESS SEGMENTS

     The Company is managed based on segments administered by senior vice
presidents. These segments are generally organized geographically, with
exceptions depending on the needs of specific regions. The following are
summaries of revenues, costs, and other expenses by segment for the three and
six months ended March 31, 2000 and 1999, respectively.



                                  Page 9 of 28
<PAGE>   10
<TABLE>
<CAPTION>
                                                          Three Months Ended March 31, 2000
                              ----------------------------------------------------------------------------------------------
                                                                                                      ALL
                                                                                                     OTHERS
                                                                                                     & GEN'L
                                ONE          TWO        THREE       FOUR        FIVE       INT'L       CORP         TOTAL
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
<S>                           <C>         <C>          <C>         <C>         <C>         <C>       <C>          <C>
Parking revenue               $ 19,003    $  69,730    $ 22,881    $ 25,565    $ 12,923    $ 6,376   $   1,238    $   157,716
Management contract              4,219        7,726       4,047       3,327       3,930      1,409         277         24,935
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Total revenues                  23,222       77,456      26,928      28,892      16,853      7,785       1,515        182,651
Cost of parking                 17,850       60,866      20,827      23,382      11,087      5,477      (5,897)       133,592
Cost of management               1,462        2,011       1,421       1,225       1,321         --         761          8,201
General & admin                  1,099        4,367       1,138       1,094       1,617      1,259       9,081         19,655
Goodwill                           163        2,074         371           3          96         --         282          2,989
Merger costs                        --           --          --          --          --         --       1,362          1,362
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Operating earnings               2,648        8,138       3,171       3,188       2,732      1,049      (4,074)        16,852
Interest income (expense) &
  dividends on Company-
  obligated redeemable
  securities                       (45)      (5,005)       (691)        (26)        (92)        59        (802)        (6,602)
Gains/losses                                                                                             1,331          1,331
Minority interest                   --       (1,046)         --          --          --         --          --         (1,046)
Equity in partnerships and
  joint ventures                    --           --          --          --          --        315         864          1,179
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Earnings before income tax
  and extraordinary items        2,603        2,087       2,480       3,162       2,640      1,423      (2,681)        11,714
Income tax                                                                                                              4,334
                                                                                                                  -----------
Net earnings                                                                                                      $     7,380
                                                                                                                  ===========
</TABLE>

<TABLE>
<CAPTION>
                                                         Three Months Ended March 31, 1999
                              -----------------------------------------------------------------------------------------
                                                                                                      ALL
                                                                                                     OTHERS
                                                                                                     & GEN'L
                                ONE          TWO        THREE       FOUR        FIVE       INT'L       CORP         TOTAL
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
<S>                           <C>         <C>          <C>         <C>         <C>         <C>       <C>          <C>
Parking revenue               $ 22,306    $  65,783    $ 23,423    $ 24,383    $ 15,627    $ 5,867   $   1,550    $   158,939
Management contract              2,913        6,723       4,163       2,741       3,511      2,033         485         22,569
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Total revenues                  25,219       72,506      27,586      27,124      19,138      7,900       2,035        181,508
Cost of parking                 19,909       57,560      21,160      21,660      13,731      5,622      (5,250)       134,392
Cost of management               1,310        2,354       1,727       1,149       1,347         --      (1,856)         6,031
General & admin                  1,942        6,428       1,574       1,729       1,277      1,424       4,801         19,175
Goodwill                           151        2,096         238           3          95          2         255          2,840
Merger cost                         --           --          --          --          --         --      34,295         34,295
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Operating earnings               1,907        4,068       2,887       2,583       2,688        852     (30,210)       (15,225)
Interest income (expense) &
  dividends on Company-
  obligated redeemable
  securities                      (116)      (5,058)       (609)        (93)       (148)         6      (1,543)        (7,561)
Gains/losses                                                                                             2,893          2,893
Minority interest                   --         (553)         --          --          --         --          --           (553)
Equity in partnerships and
  joint ventures                    --          275          --          --          --         83         709          1,067
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Earnings before income tax       1,791       (1,268)      2,278       2,490       2,540        941     (28,151)       (19,379)
Income tax                                                                                                             (2,802)
                                                                                                                  -----------
Net (loss) before
  extraordinary item                                                                                                  (16,577)
Extraordinary item, net
  of tax                                                                                                               (1,002)
                                                                                                                  -----------
Net earnings                                                                                                      $   (17,579)
                                                                                                                  ===========
</TABLE>

<TABLE>
<CAPTION>
                                                          Six Months Ended March 31, 2000
                              -----------------------------------------------------------------------------------------
                                                                                                      ALL
                                                                                                     OTHERS
                                                                                                     & GEN'L
                                ONE          TWO        THREE       FOUR        FIVE       INT'L       CORP         TOTAL
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
<S>                           <C>         <C>          <C>         <C>         <C>         <C>       <C>          <C>
Parking revenue               $ 39,190    $ 141,333    $ 44,568    $ 50,314    $ 26,332    $13,133   $   2,342    $   317,212
Management contract              8,441       15,783       8,585       6,802       7,854      2,750         557         50,772
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Total revenues                  47,631      157,116      53,153      57,116      34,186     15,883       2,899        367,984
Cost of parking                 36,288      120,505      41,701      45,095      22,494     11,111     (10,495)       266,699
Cost of management               2,996        3,892       3,147       2,439       2,894         --       1,273         16,641
General & admin                  2,644        9,127       2,236       2,297       3,016      2,519      17,744         39,582
Goodwill                           334        4,345         749           6         198         --         419          6,051
Impairment and merger costs         --           --          --          --          --         --       4,242          4,242
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Operating earnings               5,369       19,247       5,320       7,279       5,584      2,253     (10,284)        34,769
Interest income (expense) &
  dividends on Company-
  obligated redeemable
  securities                      (109)     (10,007)     (1,386)        (87)       (168)        36      (1,053)       (12,774)
Gains/losses                                                                                             3,584          3,584
Minority interest                   --       (1,860)         --          --          --         --          --         (1,860)
Equity in partnerships and
  joint ventures                    --           --          --          --          --        609       2,056          2,665
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Earnings before income tax
  and extraordinary items        5,260        7,380       3,934       7,192       5,416      2,898      (5,697)        26,384
Income tax                                                                                                             10,558
                                                                                                                  -----------
Net earnings before
  extraordinary items                                                                                                  15,826
                                                                                                                  -----------
Extraordinary items, net
  of tax                                                                                                                 (195)
                                                                                                                  -----------
Net earnings                                                                                                      $    15,631
                                                                                                                  ===========
Identifiable assets           $ 70,045    $ 393,540    $106,456    $ 39,942    $ 52,115    $26,499   $ 368,377    $ 1,056,974
                              ========    =========    ========    ========    ========    =======   =========    ===========
</TABLE>


                                 Page 10 of 28
<PAGE>   11

<TABLE>
<CAPTION>
                                                          Six Months Ended March 31, 1999
                              -----------------------------------------------------------------------------------------
                                                                                                      ALL
                                                                                                     OTHERS
                                                                                                     & GEN'L
                                ONE          TWO        THREE       FOUR        FIVE       INT'L       CORP         TOTAL
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
<S>                           <C>         <C>          <C>         <C>         <C>         <C>       <C>          <C>
Parking revenue               $ 44,890    $ 131,109    $ 45,551    $ 48,234    $ 30,823    $13,188   $   1,126    $   314,921
Management contract              6,278       13,549       8,009       5,506       6,916      3,372       1,880         45,510
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Total revenues                  51,168      144,658      53,560      53,740      37,739     16,560       3,006        360,431
Cost of parking                 39,320      111,143      40,768      42,248      27,186     11,551     (10,530)       261,686
Cost of management               2,537        4,222       3,300       2,007       2,361         --      (2,758)        11,669
General & admin                  3,737       12,841       3,171       3,309       2,542      2,689      10,587         38,876
Goodwill                           300        4,131         549           6         190          2         562          5,740
Merger costs                                                                                            34,295         34,295
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Operating earnings               5,274       12,321       5,772       6,170       5,460      2,318     (29,150)         8,165
Interest income (expense) &
  dividends on Company-
  obligated redeemable
  securities                       (70)     (10,252)     (1,274)       (167)       (349)        15      (2,889)       (14,986)
Gains/losses                                                                                             2,808          2,808
Minority interest                   --       (1,043)         --          --          --         --          --         (1,043)
Equity in partnerships and
  joint ventures                    --          562          --          --          --        317       1,374          2,253
                              --------    ---------    --------    --------    --------    -------   ---------    -----------
Earnings before income tax       5,204        1,588       4,498       6,003       5,111      2,650     (27,857)        (2,803)
Income tax                                                                                                              3,635
                                                                                                                  -----------
Net (loss) before
  extraordinary item                                                                                                   (6,438)
Extraordinary item                                                                                                     (1,002)
                                                                                                                  -----------
Net earnings                                                                                                         $ (7,440)
                                                                                                                  ===========
Identifiable assets           $ 37,109    $ 348,985    $ 64,327    $ 26,647    $ 35,983    $21,819   $ 529,707    $ 1,064,577
                              ========    =========    ========    ========    ========    =======   =========    ===========
</TABLE>


Segment One encompasses the western region of the United States, including West
Texas, and Louisiana.

Segment Two encompasses the northeastern region of the United States, including
New York, New Jersey, Eastern Pennsylvania, and New England.

Segment Three encompasses the southeastern region of the United States, and also
includes Washington D.C.

Segment Four encompasses parts of the southern (Tennessee, Mississippi, Alabama,
and Kentucky) and mid-western regions of the United States, and also includes
upstate New York. The executive responsible for Segment Four administers parts
of Canada as well.

Segment Five encompasses the inter-mountain region of the United States,
including Northern Texas and parts of the Mid-west.

Certain parking locations have been re-aligned between segments during the
periods. Prior periods data has not been restated as it is impracticable to do
so.




                                 Page 11 of 28
<PAGE>   12

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

         FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

         This report includes various forward-looking statements regarding the
Company that are subject to risks and uncertainties, including, without
limitation, the factors set forth below and under the caption "Risk Factors" in
the Management's Discussion and Analysis of Financial Condition and Results of
Operations section of the Company's Report on Form 10-K for the year ended
September 30, 1999. Forward-looking statements include, but are not limited to,
discussions regarding the Company's operating strategy, growth strategy,
acquisition strategy, cost savings initiatives, industry, economic conditions,
financial condition, liquidity and capital resources and results of operations.
Such statements include, but are not limited to, statements preceded by,
followed by or that otherwise include the words "believes," "expects,"
"anticipates," "intends," "estimates" or similar expressions. For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.

         The following important factors, in addition to those discussed
elsewhere in this report, and the documents which are incorporated herein by
reference, could affect the future financial results of the Company and could
cause actual results to differ materially from those expressed in
forward-looking statements contained or incorporated by reference in this
document:

-        successfully integrating Allright as well as future acquisitions in
         light of challenges in retaining key employees, synchronizing business
         processes and efficiently integrating facilities, marketing, and
         operations;

-        successful implementation of the Company's operating and growth
         strategy, including possible strategic acquisitions;

-        fluctuations in quarterly operating results caused by a variety of
         factors including the timing of gains on sales of owned facilities,
         preopening costs, changes in the Company's cost of borrowing, effect of
         weather on travel and transportation patterns, player strikes or other
         events affecting major league sports and local, national and
         international economic conditions;

-        the ability of the Company to form and maintain its strategic
         relationships with certain large real estate owners and operators;

-        global and/or regional economic factors and;

-        compliance with laws and regulations, including, without limitation,
         environmental, antitrust and consumer protection laws and regulations
         at the federal, state, local and international levels.

     OVERVIEW

     On March 19, 1999, Central Parking completed a merger (the "Merger") with
Allright Holdings, Inc. ("Allright"). The transaction constituted a tax-free
reorganization and has been accounted for as a pooling-of-interests under
Accounting Principles Board ("APB") Opinion No. 16, "Business Combinations."
Refer to the accompanying notes to the consolidated financial statements.

     The Company operates parking facilities under three types of arrangements:
leases, fee ownership, and management contracts. Parking revenues consist of
Central Parking Corporation and subsidiaries revenues from leased and owned
facilities. Cost of parking relates to both leased and owned facilities and
includes rent, payroll and related benefits, depreciation (if applicable),
maintenance, insurance, and general operating expenses.

     Parking revenues from owned properties amounted to $19.2 million and $16.7
million for the three months ended March 31, 2000 and 1999, respectively, and
$37.5 million and $33.2 million for the six months ended March 31, 2000 and
1999, respectively. Parking revenues from owned properties, as a percentage of
total parking revenues, accounted for 12.2% and 10.5% in the three months and
11.8% and 10.5% in the six months ended March 31, 2000 and 1999, respectively.
Ownership of parking facilities, either independently or through joint ventures,
typically requires a larger capital investment than managed or leased facilities
but provides maximum control over the operation of the parking facility and the
greatest profit potential of the three types of operating arrangements. As the
owner, all changes in owned facility revenue and expense flow directly to the
Company. Additionally, the Company has the potential to realize benefits of
appreciation in the value of the underlying real estate if the property



                                 Page 12 of 28
<PAGE>   13

is sold. Central Parking assumes complete responsibility for all aspects of the
property, including all structural, mechanical, or electrical maintenance or
repairs and property taxes.

     Parking revenues from leased facilities amounted to $138.5 million and
$142.2 million for the three months ended March 31, 2000 and 1999, respectively,
and $279.7 million and $281.7 million for the six months ended March 31, 2000
and 1999, respectively. Parking revenues from leased properties, as a percentage
of total parking revenues, accounted for 87.8% and 89.5% in the three months and
88.2% and 89.5% in the six months ended March 31, 2000 and 1999, respectively.
Leases generally provide for a contractually established payment to the facility
owner, which is a fixed annual amount, a percentage of gross revenues, or a
combination thereof. As a result, Central Parking's revenues and profits in its
lease arrangements are dependent upon the performance of the facility. Leased
facilities require a longer commitment and a larger capital investment by
Central Parking than managed facilities but generally provide a more stable
source of revenue and a greater opportunity for long-term revenue growth. Under
its leases, the Company is typically responsible for all facets of the parking
operations, including routine maintenance and nonstructural repairs. The Company
is typically not responsible for structural, mechanical, or electrical
maintenance or repairs, or property taxes. Lease arrangements are typically for
terms of three to ten years, with renewal options.

     Management contract revenues amounted to $24.9 million and $22.6 million
for the three months ended March 31, 2000 and 1999, respectively, and $50.8
million and $45.5 million for the six months ended March 31, 2000 and 1999,
respectively. Management contract revenues consist of management fees (both
fixed and percentage of revenues) and fees for ancillary services such as
insurance, accounting, equipment leasing, and consulting. The cost of management
contracts includes insurance premiums and claims and other indirect overhead.
The Company's responsibilities under a management contract as a facility manager
include hiring, training, and staffing parking personnel, and providing
collections, accounting, record keeping, insurance, and facility marketing
services. Generally, Central Parking is not responsible under its management
contracts for structural, mechanical, or electrical maintenance or repairs, or
for providing security or guard services or for paying property taxes. The
typical management contract is for a term of one to three years and generally is
renewable for successive one-year terms, but is cancelable by the property owner
on short notice.

     The Company's clients have the option of obtaining insurance on their own
or having Central Parking provide insurance as part of the services provided
under the management contract. Because of its size and claims experience, the
Company typically can purchase such insurance at discounts to comparable market
rates and, management believes, at lower rates than the Company's clients can
generally obtain on their own. Accordingly, Central Parking generates profits on
the insurance provided under its management contracts.

     As of March 31, 2000, Central Parking operated 2,099 parking facilities
through management contracts, leased 2,371 parking facilities, and owned 251
parking facilities, either independently or in joint venture with third parties.

     THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31,
     1999

     Parking revenues for the second quarter of fiscal 2000 decreased to $157.7
million from $158.9 million in the second quarter of fiscal 1999, a decrease of
$1.2 million, or 0.8%. The decrease is primarily a result of lost locations and
the change in status of certain properties from leased locations to managed
locations. The result of this change in status was to decrease parking revenue
by approximately $1.8 million, decrease cost of parking by approximately $0.9
million and increase management contract revenue by approximately $0.9 million.
The Company experienced a net loss of 182 properties in the number of leased and
owned locations at March 31, 2000 from the number of owned and leased locations
at March 31, 1999 (136 locations added, offset by 318 locations lost). Of the
locations lost, 74 properties were divested as a result of an agreement entered
into with the Antitrust Division of the U.S. Department of Justice and 42
locations were closed as a result of the Company's review of the profitability
of locations. Revenues from foreign operations amounted to approximately $7.8
million and $7.9 million for the quarters ended March 31, 2000 and 1999,
respectively.

     Management contract revenues for the second quarter of fiscal 2000
increased to $24.9 million from $22.6 million in the same period of fiscal 1999,
an increase of $2.3 million or 10.5%. The increase is due primarily to the net
addition of 54 management contracts at March 31, 2000 as compared to the number
at March 31, 1999, the transfer of certain properties from leased to managed as
previously noted, and increased management fees on existing locations.



                                 Page 13 of 28
<PAGE>   14

     Cost of parking in the second quarter of 2000 decreased to $133.6 million
from $134.4 million in the second quarter of 1999, a decrease of $0.8 million or
0.6%. This decrease was due primarily to lost locations and the change in status
of certain properties from leased locations to management contract locations, as
previously noted, offset by costs associated with new locations. Cost of parking
as a percentage of parking revenues was relatively flat (84.7% in the second
quarter of fiscal 2000 compared to 84.6% in fiscal second quarter 1999).

     Cost of management contracts in fiscal second quarter 2000 increased to
$8.2 million from $6.0 million in the comparable quarter in 1999, an increase of
$2.2 million or 36%. The increase is due primarily to operating certain
properties as management contracts in the current period instead of leases, as
noted previously. Cost of management contracts as a percentage of management
contract revenue increased to 32.9% for the second fiscal quarter 2000 from
26.7% for the same period in 1999, primarily due to increased costs of medical
claims by employees and increased claims under workers compensation.

     General and administrative expenses, excluding amortization of goodwill and
non-compete agreements, increased to $19.7 million for the second quarter of
fiscal 2000 from $19.2 million in fiscal second quarter 1999, an increase of
$0.5 million or 2.5%. This increase is due primarily to expenses associated with
implementation of new accounting systems, including $1.4 million of additional
depreciation related to adopting a shorter life on Allright related computer
assets and additional expenses for personnel and related services of
approximately $2.3 million, as a result of the merger integration process. This
increase is partially offset by decreases in supplies and other professional
services of approximately $1.6 million in the second quarter of 2000 as compared
to the second quarter of 1999. General and administrative expenses, as a
percentage of total revenues increased to 10.8% for the second fiscal quarter
2000 compared to 10.6% for the second quarter of fiscal 1999. Management
believes that merger and integration costs to be incurred in future periods will
not be significant. General and administrative expenses, excluding merger and
integration related expenses, totaled 8.8% of total revenues.

     Goodwill and non-compete amortization for the second quarter of fiscal 2000
increased to $3.0 million from $2.8 million in fiscal second quarter 1999, an
increase of $0.2 million or 5.2%, as a result of the acquisition of Sacramento
Parking Group in July 1999.

     Merger costs for the quarter ended March 31, 2000 were $1.4 million
compared to $34.3 million in the quarter ended March 31, 1999. The merger with
Allright took place on March 19, 1999 and the majority of the transaction costs
relative to that merger were expensed in 1999.

     Interest income increased to $1.5 million for the second quarter of fiscal
2000 from $1.4 million in the second quarter of fiscal 1999, an increase of
13.3% or $0.1 million. The increase in interest income is primarily a result of
adding notes receivable during the quarter ended March 31, 2000 that were not
outstanding during the same quarter of 1999.

     Interest expense and dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust decreased to $8.1 million for the
second quarter of fiscal 2000 from $8.9 million in the second quarter of fiscal
1999, a decrease of $0.8 million or 8.7%. This decrease in interest expense was
primarily attributable to lower interest rates on the Company's overall
outstanding debt as a result of refinancing the Allright debt with the new
Credit Facility. The weighted average balance outstanding under such credit
facilities and convertible securities was $438.3 million during the quarter
ended March 31, 2000, at a weighted average interest rate of 6.9% compared to
$433.8 million during the quarter ended March 31, 1999 at an average interest
rate of 8.0%.

     Income taxes before extraordinary item increased to $4.3 million for the
second quarter of fiscal 2000 from an income tax benefit of $2.8 million in the
second fiscal quarter in 1999, an increase of $7.1 million. The effective tax
rate for the second fiscal quarter 2000 was 37.0% compared to 14.5% for the 1999
quarter. The increase in the effective tax rate is attributable to a combination
of certain non-deductible merger expenses included in operating expenses and
higher overall state taxes applicable to gain on sales of property. The tax rate
is expected to normalize at 39% for the remaining quarters in fiscal 2000.



                                 Page 14 of 28
<PAGE>   15

     SIX MONTHS ENDED MARCH 31, 2000 COMPARED TO SIX MONTHS ENDED MARCH 31, 1999

     Parking revenues for the first half of fiscal 2000 increased to $317.2
million from $314.9 million in the first half of fiscal 1999, an increase of
$2.3 million, or 0.7%. The increase is primarily a result of parking rate
increases and new locations partially offset by lost locations. This increase is
also partially offset by certain facilities that were previously operated as
leases, and are now operated as management locations. The result of this change
was to decrease parking revenue by approximately $1.8 million, decrease cost of
parking by approximately $0.9 million and increase management contract income by
approximately $0.9 million. Revenues from foreign operations amounted to
approximately $15.9 million and $16.6 million for the six-month periods ended
March 31, 2000 and 1999, respectively.

     Management contract revenues for the first half of fiscal 2000 increased to
$50.8 million from $45.5 million in the same period of fiscal 1999, an increase
of $5.3 million or 11.6%. The increase resulted primarily from the net addition
of 54 management contracts at March 31, 2000 as compared to the number at March
31 1999, and increased management fees on existing locations. This increase is
also partially attributable to certain locations that were previously operated
as leases and are now operated as management contracts as described above.

     Cost of parking in the first half of 2000 increased to $266.7 million from
$261.7 million in the first half of 1999, an increase of $5.0 million or 1.9%.
This increase was due primarily to costs associated with added locations. These
increases are partially offset by the costs associated with closed locations and
the change in operations for certain properties from leased locations to
management contract locations as noted previously. Rent expense increased $1.8
million to $154.6 million in the first half of 2000 compared to $152.8 million
in the first half of 1999. Rent as a percentage of parking revenues increased to
48.8% in the first six months of 2000 from 48.5% in the same period of 1999.
This increase is principally a result of higher rates at new locations from
acquisitions, and increased rental rates at existing locations. Payroll
increased $1.3 million in the six-month period ended March 31, 2000 over the
same period in 1999. Cost of parking as a percentage of parking revenues
increased to 84.1% in the first half of fiscal 2000 from 83.1% in fiscal first
half of fiscal 1999.

     Cost of management contracts in fiscal first half 2000 increased to $16.6
million from $11.7 million in the comparable period in 1999, an increase of $4.9
million or 42.6%. The increase in cost reflects higher medical and workers
compensation claims by employees, in total and as a percentage of management
contract revenue. Cost of management contracts as a percentage of management
contract revenue increased to 32.8% for the first fiscal half of 2000 from 25.6%
for the same period in 1999, primarily due to the costs of medical claims by
employees.

     General and administrative expenses, excluding amortization of goodwill and
non-compete agreements, increased to $39.6 million for the first six months of
fiscal 2000 from $38.9 million in the first half of 1999, an increase of $0.7
million or 1.8%. This increase is due primarily to expenses associated with
implementation of new accounting systems, including $3.8 million of additional
depreciation related to adopting a shorter life on Allright related computer
assets and other personnel related expenses of approximately $3.1 million as a
result of the merger integration process. Management believes that merger and
integration costs to be incurred in future periods will not be significant. This
increase is partially offset by decreases in supplies and office overhead of
approximately $3.1 million in the first six months of 2000 from the first six
months of 1999. General and administrative expenses, as a percentage of total
revenues remained constant at 10.8% for the first half of fiscal 2000 and 1999,
respectively.

     Goodwill and non-compete amortization for the six-month period ended March
31, 2000 increased to $6.1 million from $5.7 million in the same period in 1999,
an increase of $0.4 million or 5.4%. This increase is a result of the
acquisition of Sacramento Parking Group in July 1999.

     The Company incurred $3.7 million of merger related expenses on a pretax
basis during the six months ended March 31, 2000 that were reported as operating
expenses. Included in these costs are approximately $1.3 million in professional
fees; comprised of legal, accounting, and consulting fees; $1.1 million related
to employment agreements and severance; and the balance of $1.3 million in
travel, supplies, printing and other out of pocket expenses. The costs, which
are directly attributable to the merger and are incremental to the combined
companies, are recognized when incurred.

     Interest income increased to $3.4 million for the first half of fiscal 2000
from $2.9 million in the first half of fiscal 1999, an increase of $513
thousand, or 17.7%. The increase in interest income is a result of adding notes
receivable during the six months ended March 31, 2000 that were not outstanding
during the same period of 1999.



                                 Page 15 of 28
<PAGE>   16

     Interest expense and dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust decreased to $16.2 million for the
first half of fiscal 2000 from $17.9 million in the first half of fiscal 1999, a
decrease of $1.7 million or 9.5%. This decrease in interest expense was
primarily attributable to lower interest rates on the Company's overall
outstanding debt as a result of refinancing the Allright debt with the New
Credit Facility. The weighted average balance outstanding under such credit
facilities and convertible securities was $446.6 million during the six-month
period ended March 31, 2000, at a weighted average interest rate of 6.6%
compared to $396.3 million during the same period ended March 31, 1999 at an
average interest rate of 11.5%.

     Net gains on sales and divestitures of property and equipment for the six
months ended March 31, 2000 amounted to $3.6 million, of which $1.1 million
resulted from the disposal of two parking lots due to a governmental
condemnation proceeding, $1.2 million in net gains resulted from divestitures
required by a settlement agreement with the Antitrust Division of the United
States Department of Justice as a result of the Allright merger, and $1.0
million arose from property sales resulting from pre-existing contractual
buy-sell provisions.

     Income taxes excluding extraordinary item increased to $10.6 million for
the first half of fiscal 2000 from $3.6 million in the first six months of 1999,
an increase of $7.0 million or 190.5%. The effective tax rate for the first half
of fiscal 2000 was 40%. During the six months ended March 31, 1999, the Company
experienced a net loss before extraordinary item, however, due to certain
non-deductible merger related expenses.

     LIQUIDITY AND CAPITAL RESOURCES

     Operating activities for the six months ended March 31, 2000 provided net
cash of $39.5 million, compared to $8.0 million of cash used by operating
activities for the six months ended March 31, 1999. The net increase in cash
provided by operating activities of $47.5 million is primarily the result of
increases in net income of $23.1 million and decreases in operating assets of
$41.8 million, offset by decreases in operating liabilities of $16.7 million.
Net earnings of $15.8 million, depreciation and amortization of $25.9 million,
decreases in accounts receivable of $4.2 million, and decreases in prepaid and
refundable income tax of $5.4 million account for the majority of cash provided
by operating activities during the six months ended March 31, 2000. Theses
sources of cash are partially offset by increases in management accounts
receivables of $2.9 million and decreases in accounts payable, accrued expenses,
and deferred compensation of $12.0 million during that period. During the six
months ended March 31, 1999, net losses, including extraordinary item of $7.4
million, increases in management accounts and other receivables of $18.0
million, increases in prepaid taxes, rent and other expenses of $17.8 million,
partially offset by depreciation and amortization expenses of $20.8 million,
increases in accounts payable of $8.9 million and a non-cash charge related to
the Edison minority interest of $7.0 million account for the majority of cash
used by operations.

     Investing activities for the six months ended March 31, 2000 used net cash
of $27.7 million, compared to $40.1 million used for the same period in 1999.
Purchase of property, equipment, leasehold improvements, and contract rights of
$43.0 million, partially offset by proceeds from sales of property of $14.2
million account for the majority of cash used by investing activities during the
first six months of fiscal 2000. Purchase of property, equipment, leasehold
improvements, and contract rights of $45.4 million and investment in notes
receivable of $12.8 million, partially offset by proceeds from sales and
divestitures of property and equipment of $19.3 million account for the majority
of the cash used by investing activities in the first six months of fiscal 1999.

     Financing activities for the six months ended March 31, 2000 used net cash
of $21.4 million, compared to cash provided of $32.9 million in the same period
in 1999. Net payments under the revolving credit agreement of $21.8 million,
repurchase of common stock of $10.3 million, and minority interest payments of
$3.3 million, partially offset by proceeds from issuance of common stock and
exercise of warrants of $4.0 million and proceeds from issuance of notes payable
of $13.3 million during the six months ended March 31, 2000, account for the
majority of the net cash used by financing activities. Proceeds from issuance of
notes payable of $220.3 million and net borrowings under the revolving credit
agreement of $68.7 million, partially offset by principal repayments on notes
payable of $257.5, million account for the majority of the net cash provided by
financing activities during the six months ended March 31, 1999.

     Depending on the timing and magnitude of the Company's future investments
(either in the form of leased or purchased properties, joint ventures, or
acquisitions), the working capital necessary to satisfy current obligations is
anticipated to be generated from operations and from Central Parking's credit
facility over the next twelve months. In the ordinary course of business,
Central Parking is required to maintain and, in some cases, make capital
improvements to the parking facilities it operates. See Future Cash Commitments
in this section.



                                 Page 16 of 28
<PAGE>   17

     If Central Parking identifies investment opportunities requiring cash in
excess of Central Parking's cash flows and the existing credit facility, Central
Parking may seek additional sources of capital, including seeking to further
amend the existing credit facility to obtain additional indebtedness. The
Allright Registration Rights Agreement, as noted under the caption "Risk
Factors" in the Management's Discussion and Analysis of Financial Condition and
Results of Operations section of the Company's Report on Form 10-K for the year
ended September 30, 1999, provides certain limitations and restrictions upon
Central Parking's ability to issue new shares of Central Parking common stock.
Until certain shareholders of Central Parking have received at least $350
million from the sale of Central Parking common stock in either registered
offerings or otherwise, Central Parking cannot sell any shares of its common
stock on its own behalf, subject to certain exceptions. While Central Parking
does not expect this limitation to affect its working capital needs, it could
have an impact on Central Parking's ability to complete significant
acquisitions. The recent decrease in the market value of Central Parking common
stock also could have an impact on Central Parking's ability to complete
significant acquisitions or raise additional capital.

     Future Cash Commitments

     On May 10, 1999, the Company announced a definitive agreement to purchase a
parking facility that is being developed in Chicago by a wholly owned subsidiary
of Prime Group Realty Trust (NYSE: PGE). The purchase price is approximately
$37.3 million. The garage will have a total of 1,018 parking spaces as well as
4,200 square feet suitable for retail. Under the terms of the agreement, the
purchase will occur upon completion of the parking facility, which is expected
in 2001. Central Parking expects to finance this purchase through a synthetic
lease or borrow through other indebtedness.

     On January 18, 2000, the Company's board of directors authorized the
repurchase of up to $50 million in outstanding shares of the Company's common
stock. The repurchase was subsequently approved by the Company's bank lenders on
February 14, 2000. Subject to availability, the repurchases may be made from
time to time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate. The
Company has repurchased 624 thousand shares at a total cost of $10.3 million.

     On May 12, 2000, the Company entered into a transaction whereby, effective
June 1, 2000, it will acquire certain lease and contract rights for
approximately $14.3 million. The transaction will be financed by an obligation
that will become due in June 2002.

     New Credit Facility

     On March 19, 1999, Central Parking established a new credit facility
providing for an aggregate of up to $400 million (the "New Credit Facility")
consisting of a five-year $200 million revolving credit facility including a
sub-limit of $25 million for standby letters of credit, and a $200 million
five-year term loan. The principal amount of the term loan shall be repaid in
quarterly payments of $12.5 million commencing June 30, 2000 and continuing
until the loan is repaid. The New Credit Facility bears interest at LIBOR plus a
grid based margin dependant upon the Company achieving certain financial ratios.
The rate as of March 31, 2000 was LIBOR plus 1.125%. The New Credit Facility
contains certain covenants including those that require Central Parking to
maintain certain financial ratios, restrict further indebtedness and limit the
amount of dividends paid. Central Parking used the New Credit Facility to
replace the Company's previous credit facility and to refinance the existing
debt of Allright Holdings, Inc. The weighted average amount outstanding under
the Company's New Credit Facility for the six months ended March 31, 2000 is
$338.4 million, with a weighted average interest rate of 7.0%. The New Credit
Facility contains covenants including those that require the Company to maintain
certain financial ratios, restrict further indebtedness and limit the amount of
dividends paid.

     On February 14, 2000, the Company entered into an amendment and restatement
to the New Credit Facility agreement to allow for the Company to repurchase up
to $50 million in outstanding shares of its common stock. This amendment and
restatement contains provisions for amendment fees of $700 thousand payable to
the banking group. Interest rates are not affected by the amendment and will
continue to be based upon the existing grid and determined based on certain
financial ratios.

     Convertible Trust Issued Preferred Securities and Equity Offerings

     On March 18, 1998, the Company completed an offering of 2,137,500 shares of
common stock. The Company received net proceeds from the offering of $89.1
million. Concurrent with the common stock offering, the Company created the
Trust which completed a private placement of 4,400,000 shares at $25.00 per
share of 5.25% convertible



                                 Page 17 of 28
<PAGE>   18

trust issued preferred securities pursuant to an exemption from registration
under the Securities Act of 1933, as amended. The Preferred Securities represent
preferred undivided beneficial interests in the assets of Central Parking
Finance Trust, a statutory business trust formed under the laws of the State of
Delaware. The Company owns all of the common securities of the Trust. The Trust
exists for the sole purpose of issuing the Preferred Securities and investing
the proceeds thereof in an equivalent amount of 5.25% Convertible Subordinated
Debentures ("Convertible Debentures") of the Company due 2028. The net proceeds
to the Company from the Preferred Securities private placement were $106.0
million. Each Preferred Security is entitled to receive cumulative cash
distributions at an annual rate of 5.25% (or $1.312 per share) and will be
convertible at the option of the holder thereof into shares of Company common
stock at a conversion rate of 0.4545 shares of Company common stock for each
Preferred Security (equivalent to $55.00 per share of Company common stock),
subject to adjustment in certain circumstances. The Preferred Securities do not
have a stated maturity date but are subject to mandatory redemption upon the
repayment of the Convertible Debentures at their stated maturity (April 1, 2028)
or upon acceleration or earlier repayment of the Convertible Debentures. The
proceeds of the equity and preferred security offerings were used to repay
indebtedness.

     The Company's consolidated balance sheets reflect the Preferred Securities
of the Trust as company-obligated mandatorily redeemable convertible securities
of subsidiary whose sole assets are convertible subordinated debentures of the
Parent.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
established reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts. Under SFAS No. 133, the
Company would recognize all derivatives as either assets or liabilities,
measured at fair value, in the statement of financial position. In July 1999,
SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB No. 133, An Amendment of FASB Statement No.
133" was issued deferring the effective date of SFAS 133 to fiscal years
beginning after June 15, 2000. The Company is in the process of evaluating the
impact these pronouncements will have on its consolidated financial statements.

     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," effective for fiscal years
beginning after December 16, 1998. SOP 98-1 defines which costs incurred to
develop or purchase internal use software should be capitalized and which should
be expensed. The Company's adoption of SOP 98-1 did not have a material impact
to the Company's financial statements.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 establishes specific criterion for revenue recognition. The
Company is in the process of evaluating what impact, if any, this SAB will have
on the Company's revenue recognition policies.




                                 Page 18 of 28
<PAGE>   19

     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Interest Rates

         The Company's primary exposure to market risk consists of changes in
interest rates on borrowings. At March 31, 2000, the Company's current portion
of long-term debt was $55.9 million, long-term debt including capital leases and
notes payable was $304.0 million. Of this amount, $25 million is subject to a
fixed rate swap, $25 million is subject to an interest rate cap, and $309.9
million is variable rate debt, which is subject to a pricing grid. $200 million
of the debt is payable in quarterly installments of $12.5 million beginning in
June 2000 through March 2004 and $159.9 million of the debt is a revolving
credit loan due in March 2004. The Company anticipates paying the scheduled
quarterly payments out of operating cash flow and, if necessary, will renew the
revolving credit facility. Generally, fixed long-term debt is used to finance
single purpose purchases over a fixed period of time.

         As of March 31, 2000 the Company's variable rate debt is priced at
LIBOR plus 112.5 basis points. For each 100 basis point increase or decrease in
the LIBOR the Company would incur increased or decreased interest expense of
approximately $3.2 million per year. The Company also has $25 million in
interest rate swap agreements and $25 million is subject to an interest rate cap
of 8.0%.




                                 Page 19 of 28
<PAGE>   20

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

In connection with the merger of Allright Holdings, Inc. with a subsidiary of
the Company, the Antitrust Division of the United States Department of Justice
(the "Antitrust Division") filed a complaint in U.S. District Court for the
District of Columbia seeking to enjoin the merger on antitrust grounds. In
addition, the Company received notices from several states, including Tennessee,
Ohio, Texas, Illinois, and Maryland, that the attorneys general of those states
were reviewing the merger from an antitrust perspective. Several of these states
also requested certain information relating to the merger and the operations of
Central and Allright in the form of civil investigative demands.

Central and Allright entered into a settlement agreement with the Antitrust
Division on March 16, 1999, under which the two companies agreed to divest a
total of 74 parking facilities in 18 cities, representing approximately 18,000
parking spaces. None of the states that reviewed the transaction from an
antitrust perspective became a party to the settlement agreement with the
Antitrust Division, and the Company is aware that at least one of these states,
Tennessee, is still conducting a review of the operations of Central and
Allright. The Company has completed the divestiture of all of the facilities
required to be divested by the settlement agreement. The settlement agreement
provides that Central and Allright may not operate any of the divested
facilities for a period of two years following the divestiture of such facility.

Item 4.  Submission of Matters to a Vote of Security-Holders

The following proposals were approved at the Company's Annual Meeting of
Shareholders which was held at the Company's headquarters, 2401 21st Avenue
South, Third Floor, Nashville, Tennessee, on Tuesday, February 15, 2000:

     1.   The election of nine directors for the term ending at the Annual
          Meeting of Shareholders to be held in 2001; each director receiving
          the following number of total votes:

<TABLE>
<CAPTION>
                                                 FOR       AGAINST          ABSTAIN
                                                 ---       -------          -------
<S>                                          <C>           <C>              <C>
                     Monroe Carell           33,906,863           -         104,882
                     James H. Bond           33,912,118           -          99,627
                     William S. Benjamin     33,914,483           -          97,262
                     Cecil Conlee            33,910,556           -         101,189
                     Marc L. Davidson        33,910,646           -         101,099
                     Lewis Katz              33,910,048           -         101,697
                     Edward G. Nelson        33,912,801           -          98,944
                     William C. O'Neil, Jr.  33,910,726           -         101,019
                     Julia Carell Stadler    33,902,861           -         108,884
</TABLE>

2.               The approval of an amendment to the Company's 1995 Incentive
                 and Nonqualified Stock Option Plan for Key Personnel to
                 increase the number of shares reserved for issuance under the
                 plan by 1,500,000 shares of common stock;

<TABLE>
<CAPTION>
                                                 FOR       AGAINST          ABSTAIN
                                                 ---       -------          -------
<S>                                          <C>           <C>              <C>
                                             31,958,053    2,021,220         32,472
</TABLE>

3.               The approval of an amendment to the Company's 1995 Nonqualified
                 Stock Option Plan for Directors to increase the number of
                 shares reserved for issuance under the plan by 250,000 shares
                 of common stock;

<TABLE>
<CAPTION>
                                                 FOR       AGAINST          ABSTAIN
                                                 ---       -------          -------
<S>                                          <C>           <C>              <C>
                                             32,401,110    1,580,399         30,236
</TABLE>




                                 Page 20 of 28
<PAGE>   21
Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

2                          Plan of Recapitalization, effective October 9, 1997
                           (Incorporated by reference to Exhibit 2 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1).

2.1                        Agreement and Plan of Merger dated September 21,
                           1998, by and among the Registrant, Central Merger
                           Sub, Inc., Allright Holdings, Inc., Apollo Real
                           Estate Investment Fund II, L.P. and AEW Partners,
                           L.P. (Incorporated by reference to Exhibit 2.1 to the
                           Company's Registration Statement No. 333-66081 on
                           Form S-4 filed on October 21, 1998).

2.2                        Amendment dated as of January 5, 1999, to the
                           Agreement and Plan of Merger dated September 21, 1998
                           by and among the Registrant, Central Merger Sub,
                           Inc., Allright Holdings, Inc., Apollo Real Estate
                           Investment Fund II, L.P. and AEW Partners, L.P.
                           (Incorporated by reference to Exhibit 2.1 to the
                           Company's Registration Statement No. 333-66081 on
                           Form S-4 filed on October 21, 1998, as amended).

2.3                        Acquisition Agreement and Plan of Merger dated as of
                           November 7, 1997, by and between the Registrant and
                           Kinney System Holding Corp and a subsidiary of the
                           Registrant (Incorporated by reference to the
                           Company's Current Report on Form 8-K filed on
                           February 17, 1998).

3.1                (a)     Amended and Restated Charter of the Registrant
                           (Incorporated by reference to Exhibit 4.1 to the
                           Company's Registration Statement No. 333-23869 on
                           Form S-3).

                   (b)     Articles of Amendment to the Charter of Central
                           Parking Corporation increasing the authorized number
                           of shares of common stock, par value $0.01 per share,
                           to one hundred million (Incorporated by reference to
                           Exhibit 2 to the Company's 10-Q for the quarter ended
                           March 31, 1999).

3.2                        Amended and Restated Bylaws of the Registrant
                           (Incorporated by reference to Exhibit 4.1 to the
                           Company's Registration Statement No. 333-23869 on
                           Form S-3).

4.1                        Form of Common Stock Certificate (Incorporated by
                           reference to Exhibit 4.1 to the Company's
                           Registration Statement No. 33-95640 on Form S-1).

4.4                        Registration Rights Agreement dated as of September
                           21, 1998 by and between the Registrant, Apollo Real
                           Estate Investment Fund II, L.P., AEW Partners, L.P.
                           and Monroe J. Carell, Jr., The Monroe Carell Jr.
                           Foundation, Monroe Carell Jr. 1995 Grantor Retained
                           Annuity Trust, Monroe Carell Jr. 1994 Grantor
                           Retained Annuity Trust, The Carell Children's Trust,
                           The 1996 Carell Grandchildren's Trust, The Carell
                           Family Grandchildren 1990 Trust, The Kathryn Carell
                           Brown Foundation, The Edith Carell Johnson
                           Foundation, The Julie Carell Stadler Foundation, 1997
                           Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson
                           Trust, 1997 Julia Claire Stadler Trust, 1997 William
                           Carell Johnson Trust, 1997 David Nicholas Brown Trust
                           and 1997 George Monroe Stadler Trust (Incorporated by
                           reference to Exhibit 4.4 to the Company's
                           Registration Statement No. 333-66081 filed on October
                           21, 1998).

4.4                        Amendment dated January 5, 1999 to the Registration
                           Rights Agreement dated as of September 21, 1998, by
                           and between the Registrant, Apollo Real Estate
                           Investment fund II, L.P., AEW Partners, L.P. and
                           Monroe J. Carell, Jr., The


                                 Page 21 of 28
<PAGE>   22

                           Monroe Carell Jr. Foundation, Monroe Carell Jr. 1995
                           Grantor Retained Annuity Trust, Monroe Carell Jr.
                           1994 Grantor Retained Annuity Trust, The Carell
                           Children's Trust, The 1996 Carell Grandchildren's
                           Trust, The Carell Family Grandchildren 1990 Trust,
                           The Kathryn Carell Brown Foundation, The Edith Carell
                           Johnson Foundation, The Julie Carell Stadler
                           Foundation, 1997 Carell Elizabeth Brown Trust, 1997
                           Ann Scott Johnson Trust, 1997 Julia Claire Stadler
                           Trust, 1997 William Carell Johnson Trust, 1997 David
                           Nicholas Brown rust and 1997 George Monroe Stadler
                           Trust. (Incorporated by reference to Exhibit 4.4.1 to
                           the Company's Registration Statement No. 333-66081
                           filed on October 21, 1998, as amended).

4.5                        Indenture dated March 18, 1998 between the registrant
                           and Chase Bank of Texas, National Association, as
                           Trustee regarding up to $113,402,050 of 5-1/4 %
                           Convertible Subordinated Debentures due 2028.
                           (Incorporated by reference to Exhibit 4.5 to the
                           Registrant's Registration Statement No. 333-52497 on
                           Form S-3).

4.6                        Amended and Restated Declaration of Trust of Central
                           Parking Finance Trust dated as of March 18, 1998.
                           (Incorporated by reference to Exhibit 4.5 to the
                           Registrant's Registration Statement No. 333-52497 on
                           Form S-3).

4.7                        Preferred Securities Guarantee Agreement dated as of
                           March 18, 1998 by and between the Registrant and
                           Chase Bank of Texas, National Association as Trustee
                           (Incorporated by reference to Exhibit 4.7 to the
                           Registrant's Registration Statement No. 333-52497 on
                           Form S-3).

4.8                        Common Securities Guarantee Agreement dated March 18,
                           1998 by the Registrant. (Incorporated by reference to
                           Exhibit 4.9 to 333-52497 on Form S-3).

10.1                       Executive Compensation Plans and Arrangements

                   (a)     1997 Incentive and Nonqualified Stock Option Plan for
                           Key personnel (Incorporated by reference to Exhibit
                           10.1 to the Company's Registration Statement No.
                           33-95640 on Form S-1).

                   (b)     Form of Option Agreement under Key Personnel Plan
                           (Incorporated by reference to Exhibit 10.2 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1).

                   (c)     1997 Restricted Stock Plan (Incorporated by reference
                           to Exhibit 10.5.1 to the Company's Registration
                           Statement No. 33-95640 on Form S-1.)

                   (d)     Form of Restricted Stock Agreement (Incorporated by
                           reference to Exhibit 10.5.2 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

                   (e)     Form of Employment Agreements with Executive Officers
                           (Incorporated by reference to Exhibit 10.7 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

                   (f)     Monroe J. Carell, Jr. Employment Agreement
                           (Incorporated by reference to Exhibit 10.8 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

                   (g)     Monroe J. Carell, Jr. Revised Deferred Compensation
                           Agreement, as amended (Incorporated by reference to
                           Exhibit 10.9 to the Company's Registration Statement
                           No.33-95640 on Form S-1.)



                                 Page 22 of 28
<PAGE>   23

                   (h)     James H. Bond Employment Agreement (Incorporated by
                           reference to Exhibit 10.10 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

                   (i)     Performance Unit Agreement between Central Parking
                           Corporation and James H. Bond (Incorporated by
                           reference to Exhibit 10.11.1 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

                   (j)     Modification of Performance Unit Agreement of James
                           H. Bond (Incorporated by reference to Exhibit 10.1
                           (j) to the Company's Annual Report on Form 10-K filed
                           on December 27, 1997).

                   (k)     James H. Bond Severance Agreement (Incorporated by
                           reference to Exhibit 10.17 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

                   (l)     Deferred Stock Unit Plan (Incorporated by reference
                           to Exhibit 10.1 to the Company's Annual Report on
                           Form 10-K for the period ended September 30, 1998).

                   (m)     EPS Compensation Program for Senior Executives.
                           (Incorporated by reference to Exhibit 10.1 (m) of the
                           Company's Report on Form 10-K for the period ended
                           September 30, 1999.)

*10.2                      1997 Nonqualified Stock Option Plan for Directors
                           (Incorporated by reference to Exhibit 10.3 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

10.3                       Form of Option Agreement under Directors plan
                           (Incorporated by reference to Exhibit 10.4 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

10.4                       Central Parking System, Inc. Profit Sharing Plan, as
                           amended (Incorporated by reference to Exhibit 10.6 to
                           the Company's Registration Statement No. 33-95640 on
                           Form S-1.)

10.5                       Form of Indemnification Agreement for Directors
                           (Incorporated by reference to Exhibit 10.12 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

10.6                       Indemnification Agreement for Monroe J. Carell, Jr.
                           (Incorporated by reference to Exhibit 10.13 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

10.7                       Form of Management Contract (Incorporated by
                           reference to Exhibit 10.14 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

10.8                       Form of Lease (Incorporated by reference to Exhibit
                           10.15 to the Company's Registration Statement No.
                           33-95640 on Form S-1.)

10.9                       1998 Employee Stock Purchase Plan (Incorporated by
                           reference to Exhibit 10.16 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

10.10                      Exchange Agreement between the Company and Monroe J.
                           Carell, Jr. (Incorporated by reference to Exhibit
                           10.18 to the Company's Registration Statement No.
                           33-95640 on Form S-1.)



                                 Page 23 of 28
<PAGE>   24

10.11                      $400 Million Credit Agreement dated as of March 19,
                           1999 by and among various banks with Bank of America,
                           N.A., as Agent, and Central Parking Corporation and
                           certain affiliates. (Incorporated by reference to
                           Exhibit 10.11 of the Company's Report on Form 10-K
                           for the period ended September 30, 1999.)

10.12                      Letter Amendment dated as of June 25, 1999 to Credit
                           Agreement dated as of March 19, 1999, by and among
                           various banks with Bank of America, N.A., as Agent,
                           and Central Parking Corporation and certain
                           affiliates. (Incorporated by reference to Exhibit
                           10.12 of the Company's Report on Form 10-K for the
                           period ended September 30, 1999.)

10.13                      Letter Amendment dated as of October 27, 1999 to
                           Credit Agreement dated as of March 19, 1999, by and
                           among various banks with Bank of America, N.A., as
                           Agent, and Central Parking Corporation and certain
                           affiliates. (Incorporated by reference to Exhibit
                           10.13 of the Company's Report on Form 10-K for the
                           period ended September 30, 1999.)

10.14                      Form of Amendment dated as of December 28, 1999 to
                           $400 million Credit Agreement dated as of March 19,
                           1999, by and among various banks with Bank of
                           America, N.A., as Agent, and Central Parking
                           Corporation and certain affiliates. (Incorporated by
                           reference to Exhibit 10.14 of the Company's Report on
                           Form 10-K for the period ended September 30, 1999.)

10.15                      Amended and Restated Credit Agreement dated as of
                           February 14, 2000 by and among various banks, with
                           Bank of America, N.A., as Agent, and Central Parking
                           Corporation and certain affiliates. (filed herewith)

10.19                      Consultancy Agreement dated as of January 21, 1997
                           between Central Parking System, Inc. and Lowell
                           Harwood (Incorporated by reference to Exhibit (c)(4)
                           to the Company's Tender Offer Statement on Schedule
                           14D-1 filed December 13, 1996).

10.20                      Consulting Agreement dated as of February 12, 1998,
                           by and between Central Parking Corporation and Lewis
                           Katz. (Incorporated by reference to Exhibit 10.20 of
                           the Company's Report on Form 10-K for the period
                           ended September 30, 1999.)

10.21                      Limited Partnership Agreement dated as of August 11,
                           1999, by and between CPS of the Northeast, Inc. and
                           Arizin Ventures, L.L.C. (Incorporated by reference to
                           Exhibit 10.21 of the Company's Report on Form 10-K
                           for the period ended September 30, 1999.)

10.22                      Registration Rights Agreement dated as of February
                           12, 1998, by and among Central Parking Corporation,
                           Lewis Katz and Saul Schwartz. (Incorporated by
                           reference to Exhibit 10.22 of the Company's Report on
                           Form 10-K for the period ended September 30, 1999.)

10.23                      Shareholders' Agreement and Agreement Not to Compete
                           by and among Central Parking Corporation, Monroe J.
                           Carell, Jr., Lewis Katz and Saul Schwartz dated as of
                           February 12, 1998. (Incorporated by reference to
                           Exhibit 10.23 of the Company's Report on Form 10-K
                           for the period ended September 30, 1999.)

10.24                      Lease Agreement dated as of October 6, 1995, by and
                           between The Carell Family LLC and Central Parking
                           System of Tennessee, Inc. (Alloway Parking Lot)
                           (Incorporated by reference to Exhibit 10.24 of the
                           Company's Report on Form 10-K for the period ended
                           September 30, 1999.)



                                 Page 24 of 28
<PAGE>   25

10.25                      First Amendment to Lease Agreement dated as of July
                           29, 1997, by and between The Carell Family LLC and
                           Central Parking System of Tennessee, Inc. (Alloway
                           Parking Lot) (Incorporated by reference to Exhibit
                           10.25 of the Company's Report on Form 10-K for the
                           period ended September 30, 1999.)

10.26                      Lease Agreement dated as of October 6, 1995 by and
                           between The Carell Family LLC and Central Parking
                           System of Tennessee, Inc. (Second and Church Parking
                           Lot) (Incorporated by reference to Exhibit 10.26 of
                           the Company's Report on Form 10-K for the period
                           ended September 30, 1999.)

10.27                      First Amendment to Lease Agreement dated as of
                           October 6, 1995, by and between The Carell Family LLC
                           and Central Parking System of Tennessee, Inc. (Second
                           and Church Parking Lot) (Incorporated by reference to
                           Exhibit 10.27 of the Company's Report on Form 10-K
                           for the period ended September 30, 1999.)

10.28                      Prospectus and offering document for 2,625,000 shares
                           of Common Stock dated February 17, 1998.
                           (Incorporated by reference to the Company's
                           Registration Statement No. 233-23869 on Form S-3).

10.29                      Transaction Support Agreement by Monroe J. Carell,
                           Jr., the Registrant, Kathryn Carell Brown, Julia
                           Carell Stadler and Edith Carell Johnson to Allright
                           Holdings, Inc., Apollo Real Estate Investment Fund
                           II, L.P. and AEW Partners, L.P. dated September 21,
                           1998. (Incorporated by reference to Exhibit 2.1 to
                           the Company's Registration Statement No. 333-66081
                           filed on October 23, 1998).

10.30                      Form of Transaction Support Agreement by certain
                           shareholders of the Registrant to Allright Holdings,
                           Inc., Apollo Real Estate Investment Fund II, L.P.,
                           and AEW Partners, L.P., dated September 21, 1998.
                           (Incorporated by reference to Exhibit 2.1 to the
                           Company's Registration Statement No. 333-66081 filed
                           on October 23, 1998).

10.31                      Form of Transaction Support Agreement by certain
                           shareholders of Allright Holdings, Inc. to the
                           Registrant and Central Merger Sub, Inc. dated
                           September 21, 1998. (Incorporated by reference to
                           Exhibit 2.1 to the Company's Registration Statement
                           No. 333-66081 filed on October 23, 1998).

27       Financial Data Schedule (EDGAR Filing Only)

         (b)      Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the quarter
ended March 31, 2000.




                                 Page 25 of 28
<PAGE>   26

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                    CENTRAL PARKING CORPORATION



Date:    May 15, 2000               By: /s/ Stephen A. Tisdell
     ----------------                   ----------------------------------------
                                        Stephen A. Tisdell
                                        Chief Financial Officer/Chief Accounting
                                        Officer






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