SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Holten John V

(Last) (First) (Middle)
545 STEAMBOAT ROAD
GREENWICH

(Street)
CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STANDARD PARKING CORP [ STAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/04/2004
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 26.3 ( 2 ) I Trustee of The JVH Descendents' 2001 Trust ( 1 )
Common Stock 06/02/2004 J ( 3 ) 5,789,498.7 A ( 3 ) 5,789,498.7 ( 9 ) I Trustee of The JVH Descendents' 2004 Trust ( 1 )
Series C Redeemable Preferred Stock 06/02/2004 J ( 4 ) 31.9008 D ( 4 ) 0 I Trustee of The JVH Descendents' 2001 Trust ( 1 )
Series C Redeemable Preferred Stock 06/02/2004 J ( 4 ) 31.9008 A ( 4 ) 31.9008 I Trustee of The JVH Descendents' 2004 Trust ( 1 )
Series C Redeemable Preferred Stock 06/02/2004 J ( 5 ) 31.9008 D ( 5 ) 0 I Trustee of The JVH Descendents' 2004 Trust ( 1 )
18% Senior Convertile Redeemable Series D Preferred Stock 06/02/2004 J ( 6 ) 495 D ( 6 ) 5 I Trustee of The JVH Descendents' 2001 Trust ( 1 )
18% Senior Convertile Redeemable Series D Preferred Stock 06/02/2004 J ( 7 ) 3,990 A ( 7 ) 3,990 I Trustee of The JVH Descendents' 2004 Trust ( 1 )
18% Senior Convertile Redeemable Series D Preferred Stock 06/02/2004 J ( 8 ) 3,990 D ( 8 ) 0 I Trustee of The JVH Descendents' 2004 Trust ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting person is the Trustee of (a) The JVH Descendents' 2001 Trust, a Connecticut Trust (the "2001 Trust") and (b) The JVH Descendents' 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 Indusries LLC, a New York limited liability company ("SIL"). SIL is the 100% 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.
2. These shares were initially reported on a Form 3 filed by the reporting person on May 25, 2004.
3. On June 2, 2004, 8.2561 shares of Series C Redeemable Preferred Stock (the "Series C Preferred") held by SIL (which were transferred to SIL from the 2004 Trust following the transactions 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.
4. 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 in exchange for promissory notes and pledges.
5. 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.
6. On June 2, 2004, 495 shares of the 18% Senior Convertible Redeemable Series D Preferred Stock ("Series D Preferred") were transferred from the 2001 Trust to SIL in exchange for promissory notes and pledges. The 2001 Trust retained 5 shares of Series D Preferred.
7. 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.
8. 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.
9. The reference to footnote (2) in the Form 4, filed on June 4, 2004, was erroneous and is removed.
Remarks:
The Form 4/A is the same as the Form 4, filed on June 4, 2004, except for footnotes 7, 8 and 9 above.
/s/ John V. Holten, as Chairman, and as trustee of The JVH Descendants' 2001 Trust and The JVH Descendants' 2004 Trust 06/07/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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