<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
LIBERTY SELF-STOR, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
[LIBERTY SELF-STOR LOGO]
"PEOPLE GOTTA STOR"
May 30, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Liberty Self-Stor, Inc., on Thursday, June 29, 2000, starting at 10:00 A.M.
local time at the offices of Kohrman Jackson & Krantz P.L.L., 1375 East Ninth
Street, 20th Floor, One Cleveland Center, Cleveland, Ohio 44114.
As more fully described in the attached Notice of Annual Meeting and the
accompanying Proxy Statement, the principal business to be addressed at the
meeting is:
- the election of directors
- ratification of the appointment of Arthur Andersen LLP as independent
public accountants for the current year.
In addition, our management will report on our results and will be
available to respond to your questions.
Your vote is important to us. Whether or not you plan to attend the Annual
Meeting, please return the enclosed proxy card as soon as possible to ensure
your representation at the meeting. You may choose to vote in person at the
Annual Meeting even if you have returned a proxy card.
On behalf of the directors and management of Liberty Self-Stor, Inc., we
would like to thank you for your support and confidence and look forward to
seeing you at the meeting.
Sincerely,
/s/ Richard M. Osborne
Richard M. Osborne
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
LIBERTY SELF-STOR, INC.
--------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 29, 2000
TO THE STOCKHOLDERS OF LIBERTY SELF-STOR, INC.:
The Annual Meeting of the Stockholders of Liberty Self-Stor, Inc., a
Maryland corporation, will be held on Thursday, June 29, 2000 at the offices of
Kohrman Jackson & Krantz P.L.L., 1375 East Ninth Street, 20th Floor, One
Cleveland Center, Cleveland, Ohio 44114, beginning at 10:00 A.M. local time, for
the following purposes:
1. To elect five directors to serve for a one year term until the next
annual meeting or until their successors are duly elected and
qualified (Proposal 1);
2. To ratify the appointment of Arthur Andersen LLP as our independent
public accountants for the fiscal year ending December 31, 2000
(Proposal 2); and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
These items of business are more fully described in the Proxy Statement
accompanying this Notice.
Only stockholders of record at the close of business on May 22, 2000 are
entitled to vote at the Annual Meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to insure your representation at the meeting, please sign and return
the enclosed proxy card as promptly as possible in the postage prepaid envelope
enclosed for your convenience. Any stockholder attending the meeting may vote in
person even if he or she has returned a proxy card.
By Order of the Board of Directors,
/s/ Marc C. Krantz
MARC C. KRANTZ
Secretary
<PAGE> 4
LIBERTY SELF-STOR, INC.
-------
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by our Board of Directors to be used at the 2000 Annual Meeting of
Stockholders to be held on Thursday, June 29, 2000, and any postponements or
adjournments of the meeting.
This Proxy Statement and the accompanying Chairman's Letter, Notice and
Proxy Card, together with our annual report to stockholders on Form 10-KSB for
the year ended December 31, 1999, are being sent to our stockholders beginning
on or about May 30, 2000.
QUESTIONS AND ANSWERS
--------------------------------------------------------------------------------
Q: WHEN AND WHERE IS THE ANNUAL MEETING?
A: Our 2000 Annual Meeting of Stockholders will be held on Thursday, June
29, 2000 at 10:00 a.m. local time at the offices of Kohrman Jackson &
Krantz P.L.L., 1375 East Ninth Street, 20th Floor, One Cleveland
Center, Cleveland, Ohio 44114.
--------------------------------------------------------------------------------
Q: WHAT ARE STOCKHOLDERS VOTING ON?
A: - Re-election of five directors-- Steven A. Calabrese, Mark D.
Grossi, Marc C. Krantz, Richard M. Osborne and Thomas J. Smith.
- Ratification of the appointment of Arthur Andersen LLP as our
independent public accountants.
If a proposal other than the two listed proposals is presented at the
annual meeting, your signed proxy card gives authority to Thomas J.
Smith and Marc C. Krantz to vote on any additional proposal.
--------------------------------------------------------------------------------
Q: WHO IS ENTITLED TO VOTE?
A: Stockholders as of the close of business on May 22, 2000, the record
date, are entitled to vote at the annual meeting. Each share of common
stock is entitled to one vote.
--------------------------------------------------------------------------------
Q: HOW DO STOCKHOLDERS VOTE?
A: Sign and date each proxy card you receive and return it in the prepaid
envelope. If you do not mark any selections, your proxy card will be
voted in favor of the two proposals. You have the right to revoke your
proxy any time before the meeting by:
- notifying our Corporate Secretary,
- voting in person, or
- returning a later-dated proxy.
<PAGE> 5
If you return your signed proxy card, but do not indicate your voting
preferences, Thomas J. Smith and Marc C. Krantz will vote FOR the two proposals
on your behalf.
--------------------------------------------------------------------------------
Q: WHO WILL COUNT THE VOTE?
A: Representatives of EquiServe, our transfer agent, will tabulate the
votes. Jeffery J. Heidnik and Sherry L. Kirchenbauer will be
responsible for reviewing the vote count as inspectors of election.
--------------------------------------------------------------------------------
Q: WHAT SHARES ARE INCLUDED ON THE PROXY CARD AND WHAT DOES IT MEAN IF A
STOCKHOLDER GETS MORE THAN ONE PROXY CARD?
A: The number of shares printed on your proxy card(s) represents all your
shares. Receipt of more than one proxy card means that your shares are
registered differently and are in more than one account. Sign and
return all proxy cards to ensure that all your shares are voted.
--------------------------------------------------------------------------------
Q: WHAT CONSTITUTES A QUORUM?
A: As of May 22, 2000, the record date, 3,031,618 shares of our common
stock were outstanding. A majority of the outstanding shares, present
or represented by proxy, constitutes a quorum for the transaction of
adopting proposals at the annual meeting. If you submit a properly
executed proxy card, you will be considered part of the quorum. If you
are present or represented by a proxy at the annual meeting and you
abstain, your abstention will have the same effect as a vote against
such proposal. "Broker non-votes" will not be part of the voting power
present, but will be counted to determine whether or not a quorum is
present. A "broker non-vote" occurs when a broker holding stock in
"street name" indicates on the proxy that it does not have
discretionary authority to vote on a particular matter.
--------------------------------------------------------------------------------
Q: WHO CAN ATTEND THE ANNUAL MEETING?
A: All stockholders as of the record date, May 22, 2000, can attend.
--------------------------------------------------------------------------------
Q: WHAT PERCENTAGE OF STOCK DO THE DIRECTORS AND OFFICERS OWN?
A: Together, they own approximately 20.8% of our common stock as of the
record date. See page 9 for more details.
--------------------------------------------------------------------------------
2
<PAGE> 6
--------------------------------------------------------------------------------
Q: WHO ARE THE LARGEST PRINCIPAL STOCKHOLDERS?
A: - Richard M. Osborne, our Chairman of the Board and Chief Executive
Officer, as the sole manager of Turkey Vulture Fund XIII, Ltd.,
beneficially owns 297,344 shares of our common stock, or 9.8%, as of
the record date.
- Steven A. Calabrese, a director, beneficially owns 290,265 shares of
our common stock, or 9.6%, as of the record date.
--------------------------------------------------------------------------------
Q: WHEN IS A STOCKHOLDER PROPOSAL DUE FOR THE NEXT ANNUAL MEETING?
A: In order to be considered for inclusion in next year's proxy statement,
stockholder proposals must be submitted in writing by March 1, 2001 to
Secretary, Liberty Self-Stor, Inc., 8500 Station Street, Suite 100,
Mentor, Ohio 44060, and must be in accordance with the requirements of
our Bylaws and the provisions of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended. See page 10 for more
details.
--------------------------------------------------------------------------------
Q: HOW DOES A STOCKHOLDER NOMINATE SOMEONE TO BE A DIRECTOR OF LIBERTY
SELF-STOR, INC.?
A: Any stockholder may recommend any person as a nominee for director by
writing to the Chairman of the Nominating Committee, Liberty Self-Stor,
Inc., 8500 Station Street, Suite 100, Mentor, Ohio 44060.
Recommendations for next year's annual meeting must be received no
later than April 30, 2001 and must be in accordance with the
requirements of our Bylaws. See page 10 for more details.
--------------------------------------------------------------------------------
Q: WHO PAYS FOR THE SOLICITATION EXPENSES?
A: The expense of soliciting proxies, including the cost of preparing,
printing and mailing the proxy materials, will be paid by us. In
addition to solicitation of proxies by mail, solicitation may be made
personally, by telephone and by facsimile, and we may pay persons
holding shares for others their expenses for sending proxy materials to
their principals. No solicitation will be made other than by our
directors, officers and employees.
--------------------------------------------------------------------------------
3
<PAGE> 7
PROPOSAL ONE:
RE-ELECTION OF DIRECTORS
At this annual meeting, five directors are to be elected to hold office
until the next annual meeting of stockholders or until their respective
successors are duly elected and qualified. Nominees for re-election this year by
you are Steven A. Calabrese, Mark D. Grossi, Marc C. Krantz, Richard M. Osborne
and Thomas J. Smith. Each has consented to serve until the next annual meeting
or until their successors are duly elected and qualified. See pages 5 and 6 for
more information.
If any director to be elected is unable to stand for re-election, the
Board may, by resolution, provide for a lesser number of directors or designate
a substitute. In the latter event, shares represented by proxies may be voted
for a substitute director. We need the affirmative vote of the holders of a
plurality of the shares of our common stock present in person or represented by
proxy at the annual meeting to elect directors. Abstentions and votes withheld
for directors will have the same effect as votes against.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR MESSRS. CALABRESE, GROSSI,
KRANTZ, OSBORNE AND SMITH.
PROPOSAL TWO:
RATIFICATION OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP is our independent public accountant. The audit
committee and the Board of Directors believe that Arthur Andersen's long-term
knowledge of our company is invaluable. Partners and employees of Arthur
Andersen engaged in audits are periodically changed, providing us with new
expertise and experience. Representatives of Arthur Andersen have direct access
to members of the audit committee and regularly attend their meetings.
Representatives of Arthur Andersen will attend the annual meeting to answer
appropriate questions and make a statement if they desire. In 1999, our Board
reviewed all services provided by Arthur Andersen to ensure that they were
within the scope previously approved by the Board.
Although our Bylaws do not require the selection of independent public
accountants to be submitted to stockholders for approval, this selection is
being presented to you for ratification or rejection at the annual meeting. We
need the affirmative vote of the majority of shares present in person or by
proxy and entitled to vote at the meeting in order to ratify Arthur Andersen as
independent public accountants for the fiscal year ending December 31, 2000. If
the resolution is rejected, or if Arthur Andersen declines to act or becomes
incapable of action, or if its employment is discontinued, the Board will
appoint other independent public accountants whose continued employment after
the next annual meeting of stockholders will be subject to ratification by you.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE
RATIFICATION OF ARTHUR ANDERSEN LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2000.
4
<PAGE> 8
BOARD OF DIRECTORS
Certain information about the nominees to be elected by the holders of
our common stock is set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard M. Osborne 54 Chairman, Chief Executive Officer and Director 1998
Thomas J. Smith 56 President, Chief Operating Officer and Director 1998
Marc C. Krantz 39 Secretary and Director 1998
Seven A. Calabrese 38 Director 1998
Mark D. Grossi 46 Director 1998
</TABLE>
Richard M. Osborne has been Chairman of the Board, Chief Executive
Officer and a Director of the Liberty since September 1998. Mr. Osborne is
President and Chief Executive Officer of OsAir, Inc., a company he founded in
1963. Mr. Osborne is the sole manager of Turkey Vulture Fund XIII, Ltd., which
began operations in January 1995. He is also a director of USP Real Estate
Investment Trust, a publicly-held real estate investment trust, a director of
NuMED Home Health Care, Inc., a publicly-held home healthcare company, a
director and Chairman of the Board of Pacific Gateway Properties, Inc., a
publicly-held real estate company, and a director and Vice Chairman of the Board
of GLB Bancorp, Inc., a publicly-held bank holding company.
Thomas J. Smith has been President, Chief Operating Officer and a
Director of Liberty since September 1998. From April 1, 1996 to December 29,
1999, Mr. Smith served as the Executive Operating Manager of Liberty Self-Stor,
Ltd. Mr. Smith has been the President of Retirement Management Company since
1992. Mr. Smith also serves as a Director of GLB Bancorp, Inc.
Marc C. Krantz has been the Secretary and a Director of Liberty since
September 1998. Mr. Krantz is the managing partner of the law firm of Kohrman
Jackson & Krantz P.L.L. and has been with the firm since 1992.
Steven A. Calabrese has been a Director of Liberty since September
1998. Mr. Calabrese serves as managing partner of Calabrese, Racek and Markos,
Inc., CRM Construction, Inc. and CRM Environmental Services, Inc., firms which
specialize in evaluation, management, construction and environmental assessment
services for commercial and industrial real estate. Mr. Calabrese is also a
director of Pacific Gateway.
Mark D. Grossi has been a Director of Liberty since September 1998. Mr.
Grossi is currently Executive Vice President and a Director of Charter One
Financial, Inc., a publicly-traded savings and loan holding company, and
Executive Vice President and Chief Retail Banking Officer of its subsidiary,
Charter One Bank. Mr. Grossi also serves as a director of Pacific Gateway and a
director of JB Oxford Holdings, Inc., a publicly-held brokerage company.
5
<PAGE> 9
Since prior to 1993, Mr. Grossi has held various senior executive positions with
Charter One Bank and its predecessor.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met three times, and acted three times by
written consent, in 1999. During 1999, all members of the Board of Directors
participated in at least 75% of all Board meetings.
Audit Committee. The audit committee is currently comprised of Messrs.
Grossi and Krantz. The audit committee makes recommendations to the board of
directors regarding the selection of the independent auditors, reviews the plan,
scope and results of the audit, reviews with the independent auditors and
management the policies and procedures with respect to internal accounting and
financial controls, changes in accounting policy and the scope of the non-audit
services which may be performed by the independent auditors.
Compensation Committee. The compensation committee is currently
comprised of Messrs. Calabrese and Grossi. The compensation committee
establishes the compensation of the executive officers and administers Liberty's
1999 Stock Option and Award Plan.
DIRECTOR COMPENSATION
Beginning in 1999, Liberty paid each director, other than Messrs.
Osborne, Smith and Krantz, an annual fee of $5,000 in shares of Liberty. In
addition, Liberty will pay each such director $250 in cash for each board
meeting that such director participates in.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who own more than 10%
of our common stock, to file with the Securities and Exchange Commission and the
Over-the-Counter Bulletin Board Market of the Nasdaq Stock Market initial
reports of ownership and reports of changes in ownership of our common stock.
Our officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on its review of copies of reports furnished to us or
written representations that no reports were required, we believe that all
Section 16(a) filing requirements were met in 1999.
6
<PAGE> 10
EXECUTIVE OFFICERS
Set forth below are the names, ages, positions and certain other
information concerning our current executive officers:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Richard M. Osborne (1).................. 54 Chairman of the Board, Chief Executive Officer and
Director
Thomas J. Smith (1)..................... 56 President, Chief Operating Officer and Director
Sherry L. Kirchenbauer.................. 31 Chief Financial Officer and Assistant Secretary
Jeffery J. Heidnik...................... 38 Vice President of Operations
----------------
</TABLE>
(1) Biographical information for Messrs. Osborne and Smith can be
found under "Board of Directors."
Sherry L. Kirchenbauer has been Chief Financial Officer and the
Assistant Secretary of Liberty since December 1999. From 1997 to 1999, Ms.
Kirchenbauer was controller for Interpak, a plastics manufacturing company, and,
from 1992 to 1997, she was accounting manager for LaRich Distributors, which has
real estate interests in apartment buildings and shopping centers.
Jeffrey J. Heidnik has been the Vice President of Operations of Liberty
since December 1999. Mr. Heidnik has worked for Mr. Osborne since 1980. In 1986,
he began building and managing self-storage projects for Mr. Osborne and
gradually assumed total responsibility for managing the operations of the
storage sites.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
From February 23, 1996 until September 28, 1998, Meridian Pointy Realty
Trust '83, predecessor-in-interest to Liberty, had no employees and no
compensation was paid to its executive officers. On February 23, 1996, Meridian
entered into an agreement with E&L Associates, Inc., to provide Meridian with
asset management and other administrative services. Lorraine O. Legg, Meridian's
former President, Chief Executive Officer and a trustee, has an ownership
interest in a company which is the parent company of E&L. The agreement with E&L
was terminated by the current Board on September 22, 1998. Meridian paid E&L a
total of $100,000 in 1998, $120,000 in 1997 and $95,000 in 1996.
The new officers of Liberty, who took office on September 28, 1998,
agreed to serve without salaries until a plan for converting Meridian to a
perpetual-life REIT was approved by the shareholders. This plan was completed
upon shareholder approval of the reincorporation on December 28, 1999.
Therefore, no executive compensation was paid by Liberty in 1999.
7
<PAGE> 11
OPTION GRANTS IN 1999
The following table summarizes information concerning options granted
during the fiscal year ended December 31, 1999 to each of our executive
officers.
<TABLE>
<CAPTION>
Potential Realizable Value at Assumed Annual
Number of Percent of Total Rates of Stock Price Appreciation
Shares of Common Options Granted Exercise for Option Term
Stock Underlying Pto Employees in Price Per --------------------------------------------
Name Options * Fiscal 1999 Share Expiration Date 5% 10%
---- --------- ----------- ----- --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Thomas J. Smith 100,000 64.5% $0.5625 May 6, 2009 $35,375 $89,648
Jeffrey J. Heidnik 25,000 16.1% $0.5625 May 6, 2009 $ 8,844 $22,413
</TABLE>
* Options vest over three years beginning on the first anniversary of the date
of grant.
OPTION VALUES AT YEAR-END 1999
The following table summarizes information with respect to the number
of unexercised options held by our executive officers as of December 31, 1999.
The exercise price of all the options exceeded the last sale price of our common
stock on December 31, 1999. No executive officer exercised any options in 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING UNEXERCISED
OPTIONS AT
NAME DECEMBER 31, 1999
----------------------------- ------------------------------------------
EXERCISABLE UNEXERCISABLE
<S> <C> <C>
Thomas J. Smith -0- 100,000
Jeffrey J. Heidnik -0- 25,000
</TABLE>
EMPLOYMENT AGREEMENTS
We are a party to an employment agreement with Mr. Smith. The
employment agreement provides for a two-year term commencing on December 28,
1999, with automatic one-year renewal periods. Mr. Smith will receive an annual
salary of $125,000, bonuses at the discretion of our Board of Directors, and the
use of a company car.
8
<PAGE> 12
PRINCIPAL STOCKHOLDERS
The following table sets forth the amount and nature of the beneficial
ownership of our common stock as of May 22, 2000 by:
- each person known by us to own more than 5% of the outstanding
shares based upon filings made with the SEC,
- each director,
- each executive officer, and
- all our Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
---------------------------------------------------------------------
NAME AND ADDRESS (2) SHARES OPTIONS (3) TOTAL PERCENTAGE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Turkey Vulture Fund XIII, Ltd. 297,344 -- 297,344 9.8%
8500 Station Street, Suite 113
Mentor, Ohio 44060
Richard M. Osborne (4) 297,344 -- 297,344 9.8%
8500 Station Street, Suite 113
Mentor, Ohio 44060
Steven A. Calabrese 290,265 -- 290,265 9.6%
1110 Euclid Avenue, Suite 300
Cleveland, Ohio 44116
Thomas J. Smith 0 33,333 33,333 *
Jeffrey J. Heidnik 0 8,333 8,333 *
Marc C. Krantz 5,000 -- 5,000 *
1375 E. Ninth Street, 20th Floor
Cleveland, Ohio 44114
Sherry L. Kirchenbauer 4,000 -- 4,000 *
Mark D. Grossi 0 -- 0 0
1215 Superior Avenue, 7th Floor
Cleveland, Ohio 44114
All Directors and Officers as a group 596,609 41,666 638,275 20.8%
</TABLE>
----------
* less than 1%
(1) Unless otherwise indicated, we believe that all persons named in the
table have sole investment and voting power over the shares of common
stock owned.
(2) Unless otherwise indicated, the address of each of the beneficial
owners identified is c/o Liberty Self-Stor, Inc., 8500 Station Street,
Suite 100, Mentor, Ohio 44060.
(3) Includes options to purchase shares that are presently or will become
exercisable in 60 days.
(4) Richard M. Osborne is the sole manager of Turkey Vulture Fund XIII,
Ltd., an Ohio limited liability company, and may be deemed to be the
beneficial owner of all 297,344 shares owned by the Fund.
9
<PAGE> 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the September 1999 proxy solicitation that led to the election of
Mr. Osborne and the other nominees, Mr. Osborne committed to put to a vote of
Meridian's shareholders any transaction that was related to the acquisition of
the self-storage company and involved Mr. Osborne or his companies. Therefore,
the acquisition by us of the self-storage company, a company controlled by Mr.
Osborne, and the lease between us and OsAir, Inc., a company owned by Mr.
Osborne, were voted on and approved at the special meeting of Meridian
shareholders held on December 28, 1999.
Unless required by law or our Articles of Incorporation or Bylaws,
future related party transactions will be approved solely by our board of
directors and only if the transactions are:
- on terms at least as favorable as those that we could obtain from
unrelated parties,
- for bona fide business purposes, and
- approved by a majority of disinterested and non-employee
directors.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
A stockholder intending to present a proposal to be included in our
proxy statement for our 2001 annual meeting of stockholders must deliver a
proposal, in accordance with the requirements of our Bylaws and Rule 14a-8 under
the Exchange Act, to our Secretary at our principal executive office no later
than March 1, 2001. A stockholder's notice to the Secretary must set forth as to
each matter the stockholder proposes to bring before the meeting:
- a brief description of the business desired to be brought
before the meeting and the reasons for conducting such
business at the meeting,
- the name and record address of the stockholder proposing
such business,
- the class and number of shares of our common stock that are
beneficially owned by the stockholder, and
- any material interest of the stockholder in such business.
A stockholder desiring to nominate a director for election at our 2001
annual meeting of stockholders must deliver a notice, in accordance with the
requirements of our Bylaws, to our Secretary at our principal executive office
no earlier than March 31, 2001 and no later than April 30, 2001. Such notice
must include as to each person whom the stockholder proposes to nominate for
election or re-election as a director:
10
<PAGE> 14
- the name, age, business address and residence address of the
person,
- the principal occupation or employment of the person,
- the class and number of shares of our common stock
beneficially owned by the person, and
- any other information relating to the person that is
required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14a under the
Exchange Act;
and as to the stockholder giving the notice:
- the name and record address of the stockholder, and
- the class and number of shares of our common stock
beneficially owned by the stockholder.
We may require any proposed nominee to furnish additional information
reasonably required by us to determine the eligibility of the proposed nominee
to serve as our director.
OTHER MATTERS
Our Board of Directors is not aware of any other matters to be
submitted to the annual meeting. If any other matters properly come before the
annual meeting, it is the intention of the persons named in the accompanying
Proxy to vote the shares they represent as the Board of Directors may recommend.
You are urged to sign and return your Proxy card promptly to make
certain your shares will be voted at the annual meeting. For your convenience, a
return envelope is enclosed requiring no additional postage if mailed in the
United States.
By Order of the Board of Directors,
/s/ Marc C. Krantz
Marc C. KRANTZ
Secretary
May 30, 2000
11
<PAGE> 15
LIBERTY SELF-STOR, INC.
ANNUAL MEETING OF STOCKHOLDERS, JUNE 29, 2000
1375 E. NINTH STREET, 20TH FLOOR, ONE CLEVELAND CENTER, CLEVELAND, OHIO 44114
10:00 A.M. LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas J. Smith and Marc C. Krantz, or either
one of them acting singly with full power of substitution, the proxy or proxies
of the undersigned to attend the Annual Meeting of the Stockholders of Liberty
Self-Stor, Inc. to be held on June 29, 2000, at 1375 E. Ninth Street, 20th
Floor, One Cleveland Center, Cleveland, Ohio 44114, beginning at 10:00 a.m.
local time, and any adjournments, and to vote all shares of stock that the
undersigned would be entitled to vote if personally present in the manner
indicated below and on the reverse side, and on any other matters properly
brought before the Meeting or any adjournments thereof, all as set forth in the
May 30, 2000 Proxy Statement. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-KSB of
Liberty Self-Stor, Inc.
THE BOARD RECOMMENDS A VOTE "FOR" ALL NOMINEES IN PROPOSAL 1 AND "FOR"
PROPOSAL 2.
1. Election of directors: Steven A. Calabrese, Mark D. Grossi, Marc C.
Krantz, Richard M. Osborne and Thomas J. Smith.
FOR / / WITHHELD / /
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S): / /
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2. Ratification of Arthur Andersen LLP as Liberty's independent public
accountants for the fiscal year ending December 31, 2000.
FOR / / AGAINST / / ABSTAIN / /
SEE REVERSE SIDE PROXY
<PAGE> 16
DETACH CARD
PROXY NO. SHARES
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
Dated ________________, 2000
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Signature
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Signature
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Title
NOTE: Please sign as name
appears hereon. Joint owners
should each sign. When
signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such.
2
