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
June 5, 2006
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Date of report (date of earliest event reported)
STANDARD PARKING CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-50796 16-1171179
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(Commission File Number) (IRS Employer Identification No.)
900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611
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(Address of Principal Executive Offices) (Zip Code)
(312) 274-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.01. Changes in Control of Registrant.
The Company has been made aware that its majority shareholders, Steamboat
Industries LLC ("SIL") and SIL's wholly-owned subsidiary, Steamboat Industries
N.V. ("SINV"; together with SIL, collectively, the "Steamboat Parties"), have,
as of June 5, 2006, refinanced certain of their indebtedness, and thereby
obtained the release of the pledge with respect to 4,535,000 shares (the
"Previously Pledged Shares") of common stock owned by the Steamboat Parties
securing such indebtedness, and has repledged 4,338,536.7 shares of such
Previously Pledged Shares (the "Currently Pledged Shares") to an unaffiliated
financial institution ("Financial Institution"), in connection with a financing
transaction (the "Refinancing"), as agent for certain unaffiliated lenders that
are party to such Refinancing. In accordance with the terms and conditions of
the Refinancing, the Steamboat Parties are required to pledge to such Financial
Institution in the future additional shares (together with the Currently Pledged
Shares, collectively, the "Pledged Shares") of common stock owned by the
Steamboat Parties that are currently pledged to other parties, after the release
of such shares from such pledges to such other parties. In the event that the
Pledged Shares are foreclosed upon following default of the obligations secured
thereby, then a change of control of the Company shall occur, and John V. Holten
would no longer control a majority of the voting power of the Company.
SIGNATURE
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
June 6, 2006 By: /s/ G. MARC BAUMANN
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G. Marc Baumann
Chief Financial Officer