-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NLXGh3ACw5YwaK1RC46l+1BwAS0tWMTlAGDpwsPUDrHRFEwARTASYEu5FNcbRKIG WlN268MfWQnH7D34aLykqg== 0000950127-04-001165.txt : 20041228 0000950127-04-001165.hdr.sgml : 20041228 20041228195710 ACCESSION NUMBER: 0000950127-04-001165 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040602 FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041228 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PARKING CORP CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 161171179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 BUSINESS PHONE: 2185220700 FORMER COMPANY: FORMER CONFORMED NAME: APCOA STANDARD PARKING INC /DE/ DATE OF NAME CHANGE: 20011126 FORMER COMPANY: FORMER CONFORMED NAME: APCOA INC DATE OF NAME CHANGE: 19980407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holten John V CENTRAL INDEX KEY: 0001291323 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 041229403 BUSINESS ADDRESS: BUSINESS PHONE: (203)422-3000 MAIL ADDRESS: STREET 1: 545 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Holten John DATE OF NAME CHANGE: 20040521 4/A 1 a4-530_ex.xml X0202 4/A 2004-06-02 2004-06-04 0 0001059262 STANDARD PARKING CORP STAN 0001291323 Holten John V 545 STEAMBOAT RD. GREENWICH CT 06830 1 1 1 0 Chairman Common Stock 26.3 I Trustee of the JVH Descendants' 2001 Trust Common Stock 2004-06-02 4 J 0 5789498.7 A 5789498.7 I Trustee of The JVH Descendants' 2004 Trust Series C Redeemable Preferred Stock 2004-06-02 4 J 0 31.9008 D 0 I Trustee of The JVH Descendants' 2001 Trust Series C Redeemable Preferred Stock 2004-06-02 4 J 0 31.9008 A 31.9008 I Trustee of The JVH Descendants' 2004 Trust Series C Redeemable Preferred Stock 2004-06-02 4 J 0 31.9008 D 0 I Trustee of The JVH Descendants' 2004 Trust 18% Senior Convertible Redeemable Series D Preferred Stock 2004-06-02 4 J 0 495 D 5 I Trustee of The JVH Descendants' 2001 Trust 18% Senior Convertible Redeemable Series D Preferred Stock 2004-06-02 4 J 0 3990 A 3990 I Trustee of The JVH Descendants' 2004 Trust 18% Senior Convertible Redeemable Series D Preferred Stock 2004-06-02 4 J 0 3990 D 0 I Trustee of The JVH Descendants' 2004 Trust The reporting person is the Trustee of (a) The JVH Descendants' 2001 Trust, a Connecticut Trust (the "2001 Trust") and (b) The JVH Descendants' 2004 Trust, a New York Trust (the "2004 Trust"), both of which are for the benefit of the reporting person's descendants. The 2004 Trust is the 100% owner of Steamboat Industries LLC, a New York limited liability company ("SIL"). SIL is the owner of all of the common stock of Steamboat Industries N.V., a Netherlands Antilles company ("SINV"). The reporting person disclaims beneficial ownership over the reported securities. These shares were initially reported on a Form 3 filed by the reporting person on May 25, 2004. On June 2, 2004, 8.2561 shares of Series C Redeemable Preferred Stock (the "Series C Preferred") held by SIL (which were acquired by SIL in exchange for promissory notes and pledges, as described in footnote (4)) were exchanged for 5,789,498.7 shares of common stock (the "Common Stock") of Standard Parking Corporation, a Delaware company (the "Issuer"), pursuant to an exchange agreement, dated June 2, 2004, between the Issuer and SIL. On the same day, SIL contributed 3,900,000 shares of common stock to SINV. On June 2, 2004, 8.2561 shares of the Series C Preferred were transferred to the 2004 Trust from the 2001 Trust, which shares were transferred to SIL on the same day. On June 2, 2004, 23.6447 shares of the Series C Preferred were acquired by SIL from AP Holdings, Inc. ("APH"), an indirect wholly-owned subsidiary of 2001 Trust, in exchange for promissory notes and pledges. As discussed in footnote (3), on June 2, 2004, 8.2561 shares of the 31.9008 shares of Series C Preferred held by SIL were exchanged for Common Stock pursuant to an exchange agreement with the Issuer. The remaining 23.6447 shares of Series C Preferred were transferred by SIL to the Issuer as a capital contribution thereto. On June 2, 2004, 495 shares of the 18% Senior Convertible Redeemable Series D Preferred Stock ("Series D Preferred") were transferred from APH to SIL in exchange for promissory notes and pledges. APH retained 5 shares of Series D Preferred. On June 2, 2004, 495 shares of Series D Preferred were transferred from the 2001 Trust to SIL as discussed in footnote (6) and, in addition, 3,495 shares of Series D Preferred were acquired by SINV from unrelated third parties in exchange for promissory notes and pledges. This footnote is revised from the footnote included in the Form 4, filed on June 4, 2004, which erroneously stated that the 495 shares of Series D Preferred were transferred to SINV, to correctly reflect that the shares were transferred to SIL. On June 2, 2004, all 495 shares of Series D Preferred were transferred to the Issuer by SIL as a capital contribution thereto and all 3,495 shares of Series D Preferred were transferred to the Issuer by SINV as a capital contribution thereto. This footnote is revised from the footnote included in the Form 4, filed on June 4, 2004, to specify the contribution made by each of SIL and SINV. The reference to footnote (2) in the Form 4, filed on June 4, 2004, was erroneous and is removed. The Form 4/A is the same as the Form 4/A filed on June 7, 2004, except for footnotes 3, 4 and 6 above. /s/ John V. Holten, as Chairman, Director, and as Trustee of The JVH Descendants' 2001 Trust and The JVH Descendants' 2004 Trust 2004-12-28 -----END PRIVACY-ENHANCED MESSAGE-----