-----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, SpJz3PpwhSnrD1qZY4btV/Pi6yejnrvm/ch3eE/AyRX183qFfvQCp219bwmTwMJt oQdSQeYA8KDz4mwttOHh9A== 0000950127-04-001172.txt : 20041228 0000950127-04-001172.hdr.sgml : 20041228 20041228200855 ACCESSION NUMBER: 0000950127-04-001172 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041223 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 041229417 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 1 a4-541_ex.xml X0202 4 2004-12-23 0 0001059262 STANDARD PARKING CORP STAN 0001291323 Holten John V 545 STEAMBOAT ROAD GREENWICH CT 06830 1 1 1 0 Chairman Contract to Sell (Prepaid Variable Share Forward) 2004-12-23 4 J 0 1 A 2008-06-23 2008-06-23 Common Stock 50000 1 I Trustee of The JVH Descendants' 2004 Trust Contract to Sell (Prepaid Variable Share Forward) 2004-12-23 4 J 0 1 A 2008-12-23 2008-12-23 Common Stock 50000 1 I Trustee of The JVH Descendants' 2004 Trust Contract to Sell (Prepaid Variable Share Forward) 2004-12-23 4 J 0 1 A 2009-06-23 2009-06-23 Common Stock 50000 1 I Trustee of The JVH Descendants' 2004 Trust On December 23, 2004, SIL entered into a pre-paid variable share forward contract (the "Contract") with an unaffiliated securities brokerage firm (the "Brokerage Firm") with respect to 150,000 shares of common stock (the "Common Stock") of Standard Parking Corporation, which are divided into three tranches of 50,000, 50,000 and 50,000 shares (the number of shares in each such tranche, the "Base Shares"). Pursuant to the Contract, SIL received prepayment amounts of $11.43, $11.32 and $11.22 per share, respectively, with respect to each such tranche, which are to be settled 42, 48 and 54 months, respectively, after the date of the Contract (each a "Settlement Date"). On each Settlement Date, SIL is required to deliver the number of shares of Common Stock equal to (a) if the price per share of Common Stock on the valuation date with respect to such Settlement Date (the "Settlement Price") is less than or equal to $14.70 per share (the "Floor Price"), then the Base Shares; (b) if the Settlement Price is greater than the Floor Price but less than or equal to $19.11 per share (the "Cap Price"), then the Base Shares multiplied by the Floor price divided by the Settlement Price; or (c) if the Settlement Price is greater than the Cap Price, then the Base Shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Settlement Price and the Cap Price, and the denominator of which is the Settlement Price. Pursuant to the Contract, SIL is entitled to elect to settle the Contract by cash payment rather than the delivery of shares. SIL has pledged the 150,000 shares of Common Stock to the Brokerage Firm as security for its obligation to deliver shares under the Contract or to settle such Contract by cash settlement. Pursuant to the Contract, SIL retains voting power over all such 150,000 shares of Common Stock until the respective Settlement Dates. The reporting person is the trustee of The JVH Descendants' 2004 Trust, a New York trust for the benefit of the reporting person's descendants (the "2004 Trust"). The 2004 Trust is the 100% owner of Steamboat Industries LLC, a New York limited liability company ("SIL"). The reporting person disclaims beneficial ownership over the reported derivative securities, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose. /s/ John V. Holten, as Chairman, Director and Trustee of The JVH Descendants' 2004 Trust 2004-12-28 -----END PRIVACY-ENHANCED MESSAGE-----