UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Imperial Parking Corporation
Title of Class of Securities: Common Stock, $1 par value
CUSIP Number: 453077109
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(Date of Event which Requires Filing of this Statement)
December 27, 2000
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
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Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No.: 453077109
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
59,782
9. Sole Dispositive Power:
10. Shared Dispositive Power:
164,627
11. Aggregate Amount Beneficially Owned by Each Reporting
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Person
164,627
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
7.9%
14. Type of Reporting Person
IA, CO
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CUSIP No.: 453077109
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
16,814
8. Shared Voting Power:
114,123
9. Sole Dispositive Power:
16,814
10. Shared Dispositive Power:
218,968
11. Aggregate Amount Beneficially Owned by Each Reporting
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Person
235,782
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
11.3%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to Schedule 13D is to
report the change in ownership of Magten Asset Management
Corp. ("Magten") and Talton R. Embry (collectively, the
"Reporting Persons") in the Common Stock (the "Common
Stock") of Imperial Parking Corporation (the "Issuer").
Item 1. Security and Issuer
The title of the class of equity securities to
which this statement relates is: Common Stock.
The name and address of the principal executive and
business office of the Issuer is:
Imperial Parking Corporation
601 West Cordova Street
Suite 300
Vancouver, BC Canada V6B-1G1
Item 2. Identity and Background
This statement is being filed on behalf of Magten
Asset Management Corp. ("Magten"), a Delaware corporation,
and Talton R. Embry together the "Reporting Persons."
Magten, a registered investment adviser, has investment
discretion over certain managed accounts of its investment
advisory clients and certain private investment funds for
which it serves as general partner or investment manager.
Mr. Embry is a managing director and the sole shareholder of
Magten. Mr. Embry has investment discretion over various
pension plans of Magten. The principal office of the
Reporting Persons is at 35 East 21st Street, New York, New
York 10010.
On February 26, 1996, Magten and the Maryland
Securities Commissioner entered into a consent order whereby
Magten paid a fine of $1,500. The Maryland Securities
Commissioner alleged that Magten effected investment
advisory transactions in Maryland prior to its registration
as a Maryland investment adviser. Magten is currently
registered as an investment adviser in Maryland, and its
activities are not restricted.
Mr. Embry has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Mr. Embry has not,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
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jurisdiction which resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
Talton R. Embry is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock were distributed to the
Reporting Persons in a "spin-off" transaction. First Union
Real Estate Equity and Mortgage Investments ("First Union")
made a special distribution of a subsidiary, Imperial
Parking Corporation (the "Issues") to holders of record as
of March 20, 2000 (the "Record Date"). First Union
distributed one share of the Issues for every twenty shares
of First Union held on the Record Date.
Item 4. Purpose of Transactions
The Common Stock deemed to be beneficially owned by
the Reporting Persons is held for investment purposes.
Notwithstanding the foregoing, one of the Reporting Persons,
Mr. Embry, is a member of the Board of Directors of the
Issuer and as such has had discussions with Management.
The Reporting Persons have not entered into any
agreements or arrangements relating to the Common Stock.
Except as described above, the Reporting Persons do
not have any plan or proposal which relates to, or would
result in, any of the actions enumerated in Item 4 of the
instructions to the Schedule 13D. The Reporting Persons
reserves the right to acquire additional Shares, dispose of
all or some of the Shares from time to time, or continue to
hold the Shares.
Item 5. Interest in Securities of Issuer
As of the date hereof, Magten and Mr. Embry are
deemed to beneficially own 164,627 and 235,782 Shares
respectively. Based on information supplied by the Issuer,
as of November 11, 2000 there were 2,089,464 Shares
outstanding. Therefore, Magten and Mr. Embry are deemed to
beneficially own 7.9% and 11.3%, respectively of the
outstanding Shares. The Reporting Persons have the shared
power to vote or direct the vote of 114,123 Shares. The
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Reporting Persons do not have the power to vote or direct
the vote of 104,845 Shares. The Reporting Persons have the
power to dispose of or direct the disposition of all 235,782
Shares. All transactions in the Shares effected by the
Reporting Persons during the sixty days prior to December
27, 2000 through the date of this filing were effected in
open-market transactions and are set forth in Exhibit B
hereto.
The Reporting Persons may be deemed to be
beneficially owners of the Shares. Pursuant to Rule 13d-4
promulgated under the Securities Exchange Act of 1934, the
Reporting Persons hereby declare that the filing of this
Schedule 13D shall not be construed as an admission that the
Reporting Persons are the beneficial owners of the Shares.
Investment advisory clients, on whose behalf the
Shares are held in managed accounts, have the right to
receive and the power to direct the receipt of dividends
from, or the proceeds from the sale of the Shares.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons during the 60 days prior to March 27,
2000 through the date of this filing is filed
herewith as Exhibit B.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
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information set forth in this statement is true, complete
and correct.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry
Managing Director
/s/ Talton R. Embry
_____________________________
Talton R. Embry
January 10, 2001
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Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 1 to
Schedule 13D dated January 10, 2001 relating to the Common
Stock of Imperial Parking Corporation shall be filed on
behalf of the undersigned.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry
Managing Director
/s/ Talton R. Embry
_____________________________
Talton R. Embry
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ __________________________ _____________________
12/27/00 (2,942) *
12/05/00 (2,500) 16.5
12/04/00 (500) 16.625
11/27/00 (1,900) 17.125
11/22/00 (525) 17.125
* Shares distributed in kind to the Reporting Persons advisory
clients
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01651001.AZ7
