-----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, TvHg7aziQVUpqzWTylG5yP9Fji2JYNLtq4g3g5Nz3tPV/eXIaM+fsq6MsnCh1xi0 Ijn8AeF2aTvupb3LpYIzjQ== 0001104659-09-007419.txt : 20090209 0001104659-09-007419.hdr.sgml : 20090209 20090209063046 ACCESSION NUMBER: 0001104659-09-007419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090206 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 09578857 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 BUSINESS PHONE: 2185220700 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 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 8-K 1 a09-5031_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section l3 and l5(d) of the

Securities Exchange Act of l934

 

February 6, 2009

Date of report (date of earliest event reported)

 

STANDARD PARKING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-50796

 

16-1171179

(Commission File Number)

 

(IRS Employer Identification No.)

 

900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611

(Address of Principal Executive Offices)  (Zip Code)

 

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.01(b) — Changes in Control of Registrant;
Item 8.01 — Other Events

 

Standard Parking Corporation (the “Company”) was informed by its parent company, Steamboat Industries LLC (“Steamboat”), that Steamboat intends to sell a majority (and potentially all or substantially all) of its stake in the Company.  Steamboat, which is controlled by the Company’s chairman, Mr. John V. Holten, and which currently controls a majority of the voting power of the Company’s common stock, intends that such sale would occur through one or more transactions, the result of which may be that the public float of the common stock of the Company will be increased.  Such transactions could include, among other things, a registered public offering (which Steamboat has a right to request pursuant to its existing registration rights agreement with the Company) and/or repurchases of shares by the Company, and Steamboat and the Company intend to cooperate with each other in any such transactions.  If such a registered public offering is successful or if the Company repurchases a meaningful amount of shares from Steamboat, the Company will cease to be a “controlled company” under the rules of NASDAQ, and Steamboat has indicated that, in conjunction with such offering, it intends to reduce its representation on the Company’s board of directors.  Steamboat may also reduce its stake in the Company through one or more private sales to third parties.

 

Steamboat has informed the Company that it plans to sell such shares in order to raise sufficient proceeds to repay a loan that it currently has with third-party lenders, which loan is secured by a pledge of all of Steamboat’s common stock in the Company and is in the amount of approximately $110 million.  Such third-party lenders have currently been providing Steamboat with short-term extensions of the loan, commencing on or around January 31, 2009, while Steamboat and the lenders are in negotiations on a longer extension to permit Steamboat with sufficient time to effect such sale.  In the event that Steamboat and its third-party lenders are not able to reach an agreement on such longer extension, or, in the event that they are able to reach agreement on such extension but Steamboat is not able to raise sufficient proceeds to repay the loan due to market conditions or otherwise, then such shares could also be transferred by Steamboat to such lenders.

 

There can be no assurance, however, as to the number of shares of the Company’s common stock that will be sold or transferred by Steamboat or the manner, timing or other terms of such sale or transfer.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

STANDARD PARKING CORPORATION

 

 

 

 

 

 

Date: February 9, 2009

By:

/s/ G. Marc Baumann

 

 

G. Marc Baumann,

 

 

Chief Financial Officer

 

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