<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] 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
STORAGE EQUITIES, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:*
---------------------------------------
(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:
---------------------------------------
- ----------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
STORAGE EQUITIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 13, 1995
The Annual Meeting of Shareholders of Storage Equities, Inc., a
California corporation (the "Company"), will be held at The Sheraton Grande, 333
South Figueroa Street, Los Angeles, California, on November 13, 1995, at the
hour of 1:30 p.m., for the following purposes:
1. To elect directors for the ensuing year.
2. To consider and act upon such other matters as may properly
come before the meeting or any adjournment of the meeting.
The Board of Directors has determined that only holders of record of
Common Stock at the close of business on October 4, 1995 will be entitled to
receive notice of, and to vote at, the meeting or any adjournment of the
meeting.
Please mark your vote on the enclosed Proxy, then date, sign and
promptly mail the Proxy in the stamped return envelope included with these
materials.
You are cordially invited to attend the meeting in person. If you do
attend and you have already signed and returned the Proxy, the powers of the
proxy holders named in the Proxy will be suspended if you desire to vote in
person. Therefore, whether or not you presently intend to attend the meeting in
person, you are urged to mark your vote on the Proxy, date, sign and return it.
By Order of the Board of Directors
SARAH HASS, Secretary
Glendale, California
October 10, 1995
<PAGE>
STORAGE EQUITIES, INC.
600 North Brand Boulevard, Suite 300
Glendale, California 91203-1241
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
November 13, 1995
GENERAL
This Proxy Statement (first mailed to shareholders on or about October
16, 1995) is furnished in connection with the solicitation by the Board of
Directors of Storage Equities, Inc. (the "Company") of proxies, including the
enclosed Proxy, for use at the Company's Annual Meeting of Shareholders to be
held at The Sheraton Grande, 333 South Figueroa Street, Los Angeles, California
at 1:30 p.m. on November 13, 1995 or at any adjournment of the meeting. The
purposes of the meeting are (1) to elect eight directors of the Company and (2)
to consider such other business as may properly be brought before the meeting or
any adjournment of the meeting.
Shares of Common Stock represented by a Proxy in the accompanying form,
if the Proxy is properly executed and is received by the Company before the
voting, will be voted in the manner specified on the Proxy. If no specification
is made, the shares will be voted FOR the election as directors of the nominees
named hereinafter. The persons designated as proxies reserve full discretion to
cast votes for other persons if any of the nominees become unavailable to serve.
A Proxy is revocable by delivering a subsequently signed and dated Proxy or
other written notice to the Secretary of the Company at any time before its
exercise. A Proxy may also be revoked if the person executing the Proxy is
present at the meeting and chooses to vote in person.
QUORUM AND VOTING
The presence at the meeting in person or by proxy of the holders of a
majority of the outstanding shares of the Common Stock is necessary to
constitute a quorum for the transaction of business.
Only holders of record of Common Stock at the close of business on
October 4, 1995 (the "Record Date") will be entitled to vote at the meeting, or
at any adjournment of the meeting. On the Record Date, the Company had
42,064,283 shares of Common Stock issued and outstanding.
With respect to the election of directors, each holder of Common Stock
on the Record Date is entitled to cast as many votes as there are directors to
be elected multiplied by the number of shares registered in his name on the
Record Date. The holder may cumulate his votes for directors by casting all of
his votes for one candidate or by distributing his votes among as many
candidates as he chooses. The eight candidates who receive the most votes will
be elected directors of the Company. In voting upon any other proposal that
might properly come before the meeting, each holder of Common Stock is entitled
to one vote for each share registered in his name.
<PAGE>
ELECTION OF DIRECTORS
Eight directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting of Shareholders, to hold office until the next
annual meeting and until their successors are elected and qualified. When the
accompanying Proxy is properly executed and returned to the Company before the
voting, the persons named in the Proxy will vote the shares represented by the
Proxy as indicated on the Proxy. If any nominee below becomes unavailable for
any reason or if any vacancy on the Company's Board of Directors occurs before
the election, the shares represented by any Proxy voting for that nominee will
be voted for the person, if any, designated by the Board of Directors to replace
the nominee or to fill the vacancy on the Board. However, the Board of Directors
has no reason to believe that any nominee will be unavailable or that any
vacancy on the Board of Directors will occur. The following persons are nominees
for director:
Name Age Director Since
---- ---- --------------
B. Wayne Hughes 62 1980
Harvey Lenkin 59 1991
Robert J. Abernethy 55 1980
Dann V. Angeloff 59 1980
William C. Baker 62 1991
Uri P. Harkham 47 1993
Berry Holmes 65 1980
Michael M. Sachs 54 1980
B. Wayne Hughes has been a director of the Company since its
organization in 1980 and was President and Co-Chief Executive Officer from 1980
until November 1991 when he became Chairman of the Board and sole Chief
Executive Officer. Mr. Hughes is a director of Public Storage Advisers, Inc.
(the "Adviser"), the Company's investment adviser. He was Secretary of Public
Storage, Inc. ("PSI"), a developer and operator of mini-warehouses, from its
organization in 1972, and Vice President from 1974 until 1978, when he became
President. Mr. Hughes became Chairman of the Board of PSI in 1989. He has been a
director of Public Storage Management, Inc. ("PSMI"), the Company's
mini-warehouse property manager, since July 1987. In 1989, he became Chairman of
the Board and President of PSI Holdings, Inc. ("PSH"). Mr. Hughes has been
Chairman of the Board and a director of Storage Properties, Inc. ("SPI"), a real
estate investment trust whose investment adviser is an affiliate of the Adviser,
since 1989. Mr. Hughes has been Chairman of the Board and Chief Executive
Officer since 1990 of Public Storage Properties IX, Inc., Public Storage
Properties X, Inc., Public Storage Properties XI, Inc., Public Storage
Properties XII, Inc., Public Storage Properties XIV, Inc., Public Storage
Properties XV, Inc., Public Storage Properties XVI, Inc., Public Storage
Properties XVII, Inc., Public Storage Properties XVIII, Inc., Public Storage
Properties XIX, Inc., Public Storage Properties XX, Inc., PS Business Parks,
Inc., Partners Preferred Yield, Inc., Partners Preferred Yield II, Inc. and
Partners Preferred Yield III, Inc. (collectively, the "Public Storage Properties
REITs"), real estate investment trusts organized by PSI. He has been active in
the real estate investment field for 25 years.
2
<PAGE>
Harvey Lenkin became President and a director of the Company in
November 1991. Mr. Lenkin is President and a director of the Adviser. He has
been President of the Public Storage Properties REITs since 1990. Mr. Lenkin has
been a director of PSMI since November 1978. He was President of PSMI from
January 1978 until September 1988, when he became Chairman of the Board of PSMI
and is an officer of PSI with overall responsibility for investment banking and
investor relations. In 1989, Mr. Lenkin became President and a director of SPI.
Mr. Lenkin has been a director of Public Storage Commercial Properties Group,
Inc. ("PSCP"), the Company's commercial property manager, since June 1987.
Robert J. Abernethy, Chairman of the Audit Committee, has been
President of American Standard Development Company and of Self-Storage
Management Company, which develop and operate mini-warehouses, since 1976 and
1977, respectively. Mr. Abernethy has been a director of the Company since its
organization. He is a member of the board of directors of Johns Hopkins
University and of the Metropolitan Transportation Authority and a former member
of the board of directors of the Metropolitan Water District of Southern
California.
Dann V. Angeloff has been President of The Angeloff Company, a
corporate financial advisory firm, since 1976. The Angeloff Company has
rendered, and is expected to continue to render, financial advisory and
securities brokerage services for PSI and its affiliates and SEI. Mr. Angeloff
is the general partner of a limited partnership that owns a mini-warehouse
developed by PSI and managed by PSMI. Mr. Angeloff has been a director of the
Company since its organization. He is a director of Compensation Resource Group,
Datametrics Corporation, Nicholas/Applegate Growth Equity Fund,
Nicholas/Applegate Investment Trust, Royce Medical Company, Seda Specialty
Packaging Corp. and SPI.
William C. Baker became a director of the Company in November 1991. He
was a member of the Audit Committee from 1992 until December 1994. From April
1993 through May 1995, Mr. Baker was President of Red Robin International, Inc.,
an operator and franchisor of casual dining restaurants in the United States and
Canada. Since January 1992, he has been Chairman and Chief Executive Officer of
Carolina Restaurant Enterprises, Inc., a franchisee of Red Robin International,
Inc. From 1976 to 1988, he was a principal shareholder and Chairman and Chief
Executive Officer of Del Taco, Inc., an operator and franchisor of fast food
restaurants in California. Mr. Baker is a director of Santa Anita Realty
Enterprises, Inc., Santa Anita Operating Company and Callaway Golf Company.
Uri P. Harkham became a director of the Company in March 1993. Mr.
Harkham has been the President and Chief Executive Officer of the Jonathan
Martin Fashion Group, which specializes in designing, manufacturing and
marketing women's clothing, since its organization in 1976. Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties, a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles and
Australia.
Berry Holmes, a member of the Audit Committee, is a private investor.
Mr. Holmes has been a director of the Company since its organization. He was
president and a director of Financial Corporation of Santa Barbara and Santa
Barbara Savings and Loan Association through June 30, 1984 and was a consultant
with Santa Barbara Savings and Loan Association during the second half of 1984.
Mr. Holmes is a director of SPI.
Michael M. Sachs has been President since June 1990 of Westrec
Financial, Inc., a holding company formed to acquire, develop and manage,
through a subsidiary, recreational properties. Mr. Sachs was Vice President of
the predecessor to Westrec Financial, Inc. for the prior two years. He has been
a director of the Company since its organization. Mr. Sachs is President of a
professional corporation that from 1982 to July 1985 was general counsel to PSI
and its affiliates and that until June 1991 was of counsel to the law firm of
Sachs & Phelps, then counsel to the Company, the Adviser and PSI. From 1985
until June 1990, he was the Executive Vice President,
3
<PAGE>
director and general counsel of PSI. Mr. Sachs was a Vice President and a
director of PSMI from 1987 until June 1990. He was Executive Vice President,
director and general counsel of PSH and Executive Vice President of SPI from
1989 until June 1990. Mr. Sachs is a director of MMI Medical, Inc. and SPI.
Directors and Committee Meetings
The Board of Directors held 12 meetings and the Audit Committee held
three meetings during 1994. Each of the directors attended at least 75% of the
meetings held by the Board of Directors or, if a member of a committee of the
Board of Directors, held by both the Board of Directors and all committees of
the Board of Directors on which he served (during the periods that he served),
during 1994. The primary functions of the Audit Committee are to meet with the
Company's outside auditors, to conduct a pre-audit review of the audit
engagement, to conduct a post-audit review of the results of the audit, to
monitor the adequacy of internal financial controls of the Company, to review
the independence of the outside auditors, to make recommendations to the Board
of Directors regarding the appointment and retention of auditors and to
administer the Company's 1994 Stock Option Plan and the Non-Director Stock
Option Sub-Plan of the Company's 1990 Stock Option Plan. The Company does not
have a compensation or a nominating committee. The Company has a 1990 Stock
Option Plan, consisting of the Non-Director Stock Option Sub-Plan and the
Outside Director Stock Option Sub-Plan. The Non-Director Stock Option Sub-Plan
is administered by the Audit Committee, and the Outside Director Stock Option
Sub-Plan is administered separately by B. Wayne Hughes and Harvey Lenkin. The
Company also has a 1994 Stock Option Plan, which is also administered by the
Audit Committee.
4
<PAGE>
Security Ownership of Certain Beneficial Owners
The following table sets forth information as of the dates indicated
with respect to persons known to the Company to be the beneficial owners of more
than 5% of the outstanding shares of the Company's Common Stock:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
------------------------------------
Number Percent
Name and Address of Shares of Class
----------------- --------- --------
<S> <C> <C>
Public Storage Partners, Ltd., 8,846,437 21.0%
a California limited partnership,
Public Storage Partners II, Ltd.,
a California limited partnership,
Public Storage Properties, Ltd.,
a California limited partnership,
Public Storage Properties IV, Ltd.,
a California limited partnership,
Public Storage Properties V, Ltd.,
a California limited partnership,
PSMI, PSI, B. Wayne Hughes,
B. Wayne Hughes, Jr., Parker Hughes
Trust No. 2, Tamara L. Hughes
600 North Brand Boulevard,
Suite 300, Glendale,
California 91203-1241,
PS Insurance Company, Ltd., a
Bermuda corporation ("PSIC")
41 Cedar Avenue
Hamilton, Bermuda (1)
FMR Corp. 5,052,555 12.0%
82 Devonshire Street
Boston, Massachusetts 02109 (2)
- ---------------
<FN>
(1) This information is as of October 4, 1995. The reporting persons listed
above (the "Reporting Persons") have filed a joint Schedule 13D, amended
as of June 30, 1995. The number of shares of Common Stock owned by the
Reporting Persons at October 4, 1995 includes 6,522 shares which can be
acquired upon conversion of 3,875 shares of 8.25% Convertible Preferred
Stock which are beneficially owned by the Reporting Persons. PSI is the
general partner of Public Storage Partners, Ltd. and Public Storage
Partners II, Ltd., PSI and B. Wayne Hughes are the general partners of
Public Storage Properties, Ltd., Public Storage Properties IV, Ltd. and
Public Storage Properties V, Ltd., and PSI is the sole shareholder of
PSIC and PSMI. PSH is the sole shareholder of PSI. Substantially all of
the stock of PSH is owned by B. Wayne Hughes (as trustee of the B.W.
Hughes Living Trust), Tamara L. Hughes (an adult daughter of B. Wayne
Hughes) and B. Wayne Hughes, Jr. (an adult son of B. Wayne Hughes).
Pursuant to a resolution of the Board of Directors of PSH, B. Wayne
Hughes, the President, Chief Executive Officer and a director of PSH,
has the sole right to vote and dispose of the shares of the Company held
by PSH directly or indirectly through its wholly-owned subsidiaries.
Tamara L. Hughes is the trustee of Parker Hughes Trust No. 2,
5
<PAGE>
an irrevocable trust for the benefit of a minor son of B. Wayne Hughes.
Each of the Reporting Persons disclaims the existence of a group within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934.
B. Wayne Hughes disclaims beneficial ownership of the shares owned by B.
Wayne Hughes, Jr., Parker Hughes Trust No. 2 and Tamara L. Hughes (an
aggregate of 924,414 shares or approximately 2.2% of the outstanding
shares as of October 4, 1995). Each of the other Reporting Persons
disclaims beneficial ownership of the shares owned by any other
Reporting Person.
(2) This information is as of September 28, 1995 and was obtained from FMR
Corp. As of September 28, 1995, FMR Corp. beneficially owned 5,052,555
shares of Common Stock. This number includes 4,797,200 shares
beneficially owned by Fidelity Management & Research Company, as a
result of its serving as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act of
1940 and certain other funds which are generally offered to limited
groups of investors; 255,255 shares beneficially owned by Fidelity
Management Trust Company, as a result of its serving as trustee or
managing agent for various private investment accounts, primarily
employee benefit plans, and as investment adviser to certain other funds
which are generally offered to limited groups of investors; and 100
shares beneficially owned by Fidelity International Limited, as a result
of its serving as investment adviser to various non-U.S. investment
companies. FMR Corp. has sole voting power with respect to 211,155
shares and sole dispositive power with respect to 5,052,455 shares.
Fidelity International Limited has sole voting and dispositive power
with respect to the 100 shares it beneficially owns.
</FN>
</TABLE>
6
<PAGE>
Security Ownership of Management
The following table sets forth information as of October 4, 1995
concerning the beneficial ownership of Common Stock of each director of the
Company (including B. Wayne Hughes, the chief executive officer) and of all
directors and executive officers as a group:
<TABLE>
<CAPTION>
Shares of Common Stock:
Beneficially Owned (1)
Shares Subject to Options (2)
Shares Issuable Upon Conversion
of Convertible Preferred Stock (3)
----------------------------------
Number
of Shares Percent
-----------------------------------
<S> <C> <C>
B. Wayne Hughes 7,922,023 (1)(4) 18.8%
Harvey Lenkin 582,590 (1)(5) 1.4%
5,000 (2) *
4,040 (3) *
-------- ----
591,630 1.4%
Robert J. Abernethy 65,591 (1) 0.2%
20,833 (2) *
-------- ----
86,4240.2%
Dann V. Angeloff 79,164 (1)(6) 0.2%
833 (2) *
-------- ----
79,997 0.2%
William C. Baker 10,000 (1) *
20,833 (2) *
-------- ----
30,833 *
Uri P. Harkham 475,116 (1)(7) 1.1%
10,833 (2) *
-------- ----
485,949 1.2%
Berry Holmes 5,100 (1)(8) *
15,833 (2) *
-------- ----
20,933 *
Michael M. Sachs 39,982 (1)(9) *
2,500 (2) *
-------- ----
42,482 0.1%
All Directors and Executive 9,350,086 (1)(4)(5)(6)(7) 22.2%
Officers as a Group (8)(9)(10)
(11 persons) 125,497 (2) 0.3%
15,570 (3) *
---------- ----
9,491,153 22.5%
- -------------
<FN>
* Less than 0.1%.
7
<PAGE>
(1) Shares of Common Stock beneficially owned as of October 4, 1995. Except as
otherwise indicated and subject to applicable community property and
similar statutes, the persons listed as beneficial owners of the shares
have sole voting and investment power with respect to such shares.
(2) Represents vested portion, as of October 4, 1995, and portion of which
will be vested within 60 days of October 4, 1995, of shares of Common
Stock subject to options granted to the named individuals or the group
pursuant to the Company's 1990 Stock Option Plan and 1994 Stock Option
Plan.
(3) Represents shares of Common Stock which can be acquired upon conversion of
the shares of 8.25% Convertible Preferred Stock which are beneficially
owned as of October 4, 1995 by the named individuals or the group.
(4) Includes 1,358,742 shares held of record by the B.W. Hughes Living Trust
as to which Mr. Hughes has voting and investment power, 1,387 and 1,383
shares, respectively, held by custodians of IRAs for Mr. Hughes and Mrs.
Kathleen Hughes as to which each has investment power, 4,826 shares held
by Mrs. Hughes as to which she has investment power and 29,469 shares held
by Mrs. Hughes as custodian FBO Parker Hughes Trust dated March 7, 1991.
Also includes (i) 4,930,863 shares held of record by PSI, (ii) 512,639
shares held of record by PSMI, (iii) 300,000 shares held of record by
PSIC, (iv) 45,000 shares held of record by Public Storage Partners, Ltd.,
(v) 5,000 shares held of record by Public Storage Partners II, Ltd., (vi)
39,911 shares held of record by Public Storage Properties, Ltd., (vii)
274,675 shares held of record by Public Storage Properties IV, Ltd. and
(viii) 418,128 shares held of record by Public Storage Properties V, Ltd.
PSI is the general partner of Public Storage Partners, Ltd. and Public
Storage Partners II, Ltd.; PSI and B. Wayne Hughes are the general
partners of Public Storage Properties, Ltd., Public Storage Properties IV,
Ltd. and Public Storage Properties V, Ltd., and PSI is the sole
shareholder of PSIC and PSMI. PSH is the sole shareholder of PSI.
Substantially all of the stock of PSH is owned by B. Wayne Hughes (as
trustee of the B.W. Hughes Living Trust), Tamara L. Hughes (an adult
daughter of B. Wayne Hughes) and B. Wayne Hughes, Jr. (an adult son of B.
Wayne Hughes). Pursuant to a resolution of the Board of Directors of PSH,
B. Wayne Hughes, the President, Chief Executive Officer and a director of
PSH, has the sole right to vote and dispose of the shares of the Company
held by PSH directly or indirectly through its wholly-owned subsidiaries.
(5) Includes 1,000 and 700 shares, respectively, held by custodians of IRAs
for Mr. Lenkin and Mrs. Lenkin as to which each has investment power, 300
shares held by Mrs. Lenkin and 500 shares held by Mrs. Lenkin as custodian
for a son. Also includes 540,000 shares held of record by the Public
Storage, Inc. Profit Sharing Plan and Trust (the "PSI Plan") as to which
Mr. Lenkin, as a member of the PSI Plan's Advisory Committee, shares the
power to direct voting and disposition and as to which Mr. Lenkin
expressly disclaims beneficial ownership.
(6) Includes 5,000 shares held by a custodian of an IRA for Mr. Angeloff,
2,000 shares held by Mr. Angeloff as trustee of Angeloff Children's Trust
and 70,164 shares held by Mr. Angeloff as trustee of Angeloff Family
Trust.
(7) Includes 76,400 shares held by Mr. Harkham as trustee of Jonathan Martin
Profit Sharing Plan, 371,179 shares held by Harkham Industries, Inc. (dba
Jonathan Martin, Inc.), a corporation wholly owned by Mr. Harkham, 5,300
shares held by Mr. Harkham as trustee of Uri Harkham Trust, 13,172 shares
held by Jonathan Martin, Inc. Employee Profit Sharing Plan, 650 and 690
shares, respectively, held by custodians of IRAs for Mr. Harkham and Mrs.
Harkham as to which each has investment power, and 1,525, 1,600, 1,500,
1,600 and 1,500 shares, respectively, held by Mr. Harkham as custodian for
five of his children.
(8) Shares held of record by Mr. and Mrs. Holmes, who share voting and
investment power.
(9) Includes 9,444 shares held of record by Michael M. Sachs Professional
Corporation Defined Benefit Pension Trust and 8,768 shares held of record
by Michael M. Sachs Self-Employed Retirement Trust as to which Mr. Sachs
has voting and investment power. Also includes 890 shares held by Mrs.
Sachs and 2,000 shares held by a custodian for an IRA for Mrs. Sachs as to
which Mrs. Sachs has investment power.
(10) Includes shares held of record or beneficially by members of the immediate
family of executive officers of the Company and shares held by custodians
of IRAs for the benefit of executive officers of the Company.
</FN>
</TABLE>
8
<PAGE>
The following tables set forth information as of October 4, 1995
concerning the remaining security ownership of each director of the Company
(including B. Wayne Hughes, the chief executive officer) and of all directors
and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Shares of 8.25% Convertible Shares of 10% Cumulative
Preferred Stock Preferred Stock, Series A
Beneficially Owned (1) Beneficially Owned (1)
------------------------------ ----------------------
Number Number
of Shares Percent of Shares Percent
------------------------------- -------------------------------
<S> <C> <C> <C> <C>
B. Wayne Hughes -- -- -- --
Harvey Lenkin 2,400 (1)(2) 0.1% -- --
Robert J. Abernethy -- -- -- --
Dann V. Angeloff -- -- -- --
William C. Baker -- -- -- --
Uri P. Harkham -- -- -- --
Berry Holmes -- -- -- --
Michael M. Sachs -- -- 1,000 (1)(4) *
All Directors and 9,250 (1)(2)(3) 0.4% 2,460 (1)(3)(4) 0.1%
Executive Officers
as a Group
(11 persons)
</TABLE>
<TABLE>
<CAPTION>
Shares of 9.20% Cumulative Shares of Adjustable Rate Shares of 10% Cumulative
Preferred Stock, Cumulative Preferred Stock, Preferred Stock, Series E
Series B Beneficially Owned (1) Series C Beneficially Owned (1) Beneficially Owned (1)
------------------------------- ------------------------------- ---------------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
------------------------------- ------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
B. Wayne Hughes -- -- -- -- -- --
Harvey Lenkin -- -- 40,000 (1)(5) 3.3% -- --
Robert J. Abernethy -- -- -- -- -- --
Dann V. Angeloff -- -- -- -- -- --
William C. Baker -- -- -- -- -- --
Uri P. Harkham -- -- -- -- -- --
Berry Holmes -- -- -- -- -- --
Michael M. Sachs -- -- -- -- 1,000 (1)(4) *
All Directors and
Executive Officers 4,000 (1)(3) 0.2% 40,000 (1)(5) 3.3% 1,000 (1)(4) *
as a Group
(11 persons)
- -------------
<FN>
* Less than 0.1%.
(1) Shares of 8.25% Convertible Preferred Stock, 10% Cumulative Preferred
Stock, Series A, 9.20% Cumulative Preferred Stock, Series B, Adjustable
Rate Cumulative Preferred Stock, Series C or 10% Cumulative Preferred
Stock, Series E, as
9
<PAGE>
applicable, beneficially owned as of October 4, 1995. Except as otherwise
indicated and subject to applicable community property and similar
statutes, the persons listed as beneficial owners of the shares have sole
voting and investment power with respect to such shares.
(2) Includes 100 shares held by Mrs. Lenkin and 300 shares held by Mrs. Lenkin
as custodian for a son.
(3) Includes shares held of record or beneficially by members of the immediate
family of executive officers of the Company and shares held by custodians
of IRAs for the benefit of executive officers of the Company.
(4) Shares held of record by Michael M. Sachs Professional Corporation Defined
Benefit Pension Trust as to which Mr. Sachs has voting and investment
power.
(5) Shares held of record by the PSI Plan as to which Mr. Lenkin, as a member
of the PSI Plan's Advisory Committee, shares the power to direct voting
and disposition and as to which Mr. Lenkin expressly disclaims beneficial
ownership.
</FN>
</TABLE>
As of October 4, 1995, the directors and executive officers of the
Company did not own any shares of the Company's 9.50% Cumulative Preferred
Stock, Series D, 9.75% Cumulative Preferred Stock, Series F or Convertible
Participating Preferred Stock.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
any class of the Company's equity securities, to file with the Securities and
Exchange Commission ("SEC") initial reports (on Form 3) of ownership of the
Company's equity securities and to file subsequent reports (on Form 4 or Form 5)
when there are changes in such ownership. The due dates of such reports are
established by statute and the rules of the SEC. Based on a review of the
reports submitted to the Company, the Company believes that, with respect to the
fiscal year ended December 31, 1994, (i) Uri P. Harkham, a director of the
Company, filed one report on Form 4 which disclosed (in addition to a
transaction that was timely reported) three transactions that were not timely
reported and (ii) Hugh W. Horne, an executive officer of the Company, filed a
report on Form 5 which disclosed (in addition to transactions that were timely
reported) one transaction that was not timely reported.
COMPENSATION
Compensation of Executive Officers
The Company does not pay cash compensation to its executive officers
(other than the directors' fees and expenses paid to Harvey Lenkin--see
"Compensation of Directors" below).
The Company has an advisory contract with the Adviser pursuant to which
the Company pays advisory fees and disposition fees to the Adviser. See
"Advisory Contract" under "Compensation Committee Interlocks and Insider
Participation -- Certain Relationships and Related Transactions" below. The
Adviser is a wholly-owned subsidiary of PSI, and PSI is controlled by B. Wayne
Hughes (see footnote (4) to the first table under "Election of Directors --
Security Ownership of Management" above).
The Company has management agreements with PSMI and PSCP, pursuant to
which the Company pays fees to PSMI and PSCP. See "Management Agreement" under
"Compensation Committee Interlocks and Insider Participation -- Certain
Relationships and Related Transactions" below. PSMI and PSCP are subsidiaries of
PSI, and PSI is controlled by B. Wayne Hughes (see footnote (4) to the first
table under "Election of Directors -- Security Ownership of Management" above).
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B. Wayne Hughes, the Company's Chief Executive Officer, is not eligible
to be granted options under the Company's 1990 Stock Option Plan or 1994 Stock
Option Plan (see "Stock Option Plans" below).
If the merger and restructure described under "Compensation Committee
Interlocks and Insider Participation -- Certain Relationships and Related
Transactions -- Proposed Merger and Restructure" is consummated, the Advisory
Contract and the Management Agreement would be extinguished and the Company
would then begin to pay cash compensation to its executive officers.
Compensation of Directors
Each of the Company's directors, other than B. Wayne Hughes, receives
director's fees of $19,000 per year plus $450 for each meeting attended. In
addition, each of the members of the Audit Committee (other than the Chairman,
who receives $900 per meeting) receives $450 for each meeting of the Audit
Committee attended (other than meetings of the Audit Committee relating solely
to administration of the Company's 1990 Stock Option Plan or 1994 Stock Option
Plan). The policy of the Company is to reimburse directors for reasonable
expenses. Directors who are not affiliates of the Adviser ("Outside Directors")
also receive grants of options under the 1994 Stock Option Plan (and Harvey
Lenkin is eligible to receive grants of options thereunder), as described below.
During 1994, in connection with services as members of the special committee
that considered the merger of the Company with Public Storage Properties VIII,
Inc. ("Properties 8") (see "Certain Relationships and Related Transactions --
Mergers with Related Companies" below), Mr. Holmes (chairman), Mr. Baker and Mr.
Harkham were paid $3,000, $1,500 and $1,500, respectively. During 1995, in
connection with services as members of the special committee that considered the
merger of the Company with Public Storage Properties VI, Inc. ("Properties 6"),
Mr. Holmes (chairman), Mr. Baker and Mr. Harkham were paid $3,000, $1,500 and
$1,500, respectively, and in connection with services as members of the special
committee that considered the merger of the Company with Public Storage
Properties VII, Inc. ("Properties 7"), Mr. Holmes (chairman), Mr. Abernethy and
Mr. Baker were paid $3,000, $1,500 and $1,500, respectively.
Stock Option Plans
1990 Stock Option Plan. The Storage Equities, Inc. 1990 Stock Option
Plan consists of two sub-plans: the Non-Director Stock Option Sub-Plan (the
"Non-Director Sub-Plan") and the Outside Director Stock Option Sub-Plan (the
"Outside Director Sub-Plan"). The Non-Director Sub-Plan provides for the grant
of non-qualified stock options to purchase Common Stock of the Company to (i)
employees of the Company (other than directors), and (ii) consultants and
advisers to the Company (including the Adviser), managers of the Company's
properties or affairs (including PSMI), persons or entities having a similar
relationship to the Company, and employees of any of the foregoing ("Service
Providers"). The Outside Director Sub-Plan provides for the grant of options to
Outside Directors.
The total number of shares of Common Stock that may be issued under the
Non-Director Sub-Plan and the Outside Director Sub-Plan is an aggregate of
500,000 (subject to certain anti-dilution provisions). Of these shares, no more
than 200,000 may be issued under the Outside Director Sub-Plan. Currently, no
shares of Common Stock are available for additional grants under the 1990 Stock
Option Plan. The exercise price for all options granted under the Non-Director
Sub-Plan and the Outside Director Sub-Plan is equal to the market price of the
underlying shares on the date of grant. Options granted under the Non-Director
Sub-Plan and the Outside Director Sub-Plan vest on each of the first three
anniversaries of the date of grant at the rate of one-third per year and expire
generally upon the earlier of (i) the fifth anniversary of the date of vesting
of
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such option, or (ii) the thirtieth day after the date of the optionee's
Termination of Relationship (as defined in the Non-Director Sub-Plan and the
Outside Director Sub-Plan) with the Company. The Non-Director Sub-Plan and the
Outside Director Sub-Plan will expire in the year 2000.
On May 12, 1994, options to purchase an aggregate of 90,000 shares of
Common Stock under the Non-Director Sub-Plan were granted to a total of 11
persons (including options to purchase an aggregate of 27,000 shares of Common
Stock granted to three executive officers of the Company) at an exercise price
of $15 per share. During 1994, Outside Directors exercised options to purchase
an aggregate of 18,333 shares of Common Stock at exercise prices ranging from
$8-1/8 to $9-3/8 per share, and executive officers exercised options to purchase
an aggregate of 49,333 shares of Common Stock at exercise prices ranging from
$8-1/8 to $9-5/8 per share. As of December 31, 1994 there were outstanding
options under the 1990 Stock Option Plan to purchase an aggregate of 397,334
shares of Common Stock held by 26 persons, including (i) options to purchase an
aggregate of 86,667 shares of Common Stock held by Outside Directors at exercise
prices ranging from $8-1/8 to $11-1/2 per share and (ii) options to purchase an
aggregate of 65,167 shares of Common Stock held by executive officers of the
Company at exercise prices ranging from $8-1/8 to $15 per share. Such options
expire between July 1996 and May 2002.
1994 Stock Option Plan. Effective June 28, 1994, the Company's Board of
Directors adopted the Storage Equities, Inc. 1994 Stock Option Plan (the "1994
Plan"), subject to the approval of the Company's shareholders, which was
obtained at the 1994 annual meeting of shareholders on September 21, 1994. After
the adjournment of the annual meeting, the Board of Directors adopted certain
technical amendments to the 1994 Plan effective September 21, 1994. The Board of
Directors adopted certain additional amendments to the Plan on May 9, 1995. The
1994 Plan provides for the grant of incentive stock options, intended to qualify
as such under Section 422 of the Internal Revenue Code of 1986, as amended, and
non-qualified stock options which do not so qualify. The 1994 Plan provides for
the grant of options to purchase Common Stock of the Company to (i) employees of
the Company (other than B. Wayne Hughes) or of any subsidiary of the Company,
(ii) Service Providers and (iii) Outside Directors.
The total number of shares of Common Stock that may be issued under the
1994 Plan is an aggregate of 1,150,000 (subject to certain anti-dilution
provisions). The exercise price for all options granted under the 1994 Plan is
equal to the market price of the underlying shares on the date of grant. Options
granted under the 1994 Plan vest on each of the first three anniversaries of the
date of grant at the rate of one-third per year and expire generally upon the
earlier of (i) the tenth anniversary of the date of grant of such option, or
(ii) the thirtieth day after the date of the optionee's termination of
employment or other relationship (as described in the 1994 Plan) with the
Company. There is no specified termination date for the 1994 Plan, which may be
terminated by the Board of Directors; however, no incentive stock options may be
granted under the 1994 Plan after June 28, 2004.
Formula Plan for Outside Directors. Under the 1994 Plan, each new
Outside Director will, upon the date of his or her initial election to serve as
an Outside Director, automatically be granted non-qualified options to purchase
15,000 shares of Common Stock. In addition, after each annual meeting of
shareholders (which included the 1994 annual meeting), each Outside Director
then duly elected and serving will be automatically granted, as of the date of
such annual meeting, non-qualified options to purchase 2,500 shares of Common
Stock, so long as such person has attended, in person or by telephone, at least
75% of the meetings held by the Board of Directors during the immediately
preceding calendar year.
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On September 21, 1994, the date of the 1994 annual meeting of
shareholders (after the adjournment of the annual meeting), non-qualified
options to purchase an aggregate of 115,500 shares of Common Stock under the
1994 Plan were granted to a total of 29 persons at an exercise price of $14-7/8
per share, which included the following grants: (i) an option to purchase 2,500
shares of Common Stock granted to each Outside Director (Robert J. Abernethy,
Dann V. Angeloff, William C. Baker, Uri P. Harkham, Berry Holmes and Michael M.
Sachs), (ii) an option to purchase 15,000 shares of Common Stock granted to
Harvey Lenkin, an executive officer and director of the Company and (iii)
options to purchase an aggregate of 22,500 shares of Common Stock granted to
three other executive officers of the Company. As of December 31, 1994, all of
such options were outstanding and all such options expire in September 2004.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a compensation committee. The Company has a
1990 Stock Option Plan, consisting of the Non-Director Sub-Plan and the Outside
Director Sub-Plan. Executive officers (other than directors) are eligible to
receive options under the Non-Director Sub-Plan, which is administered by the
Audit Committee. The members of the Audit Committee are Robert J. Abernethy and
Berry Homes (Wiliam C. Baker was a member of the Audit Committee until December
1994). The Outside Director Sub-Plan is administered separately by B. Wayne
Hughes and Harvey Lenkin. The Company also has a 1994 Stock Option Plan, under
which executive officers (other than B. Wayne Hughes) are eligible to receive
options, and the 1994 Stock Option Plan is also administered by the Audit
Committee.
Messrs. Hughes and Lenkin, who are executive officers of the Company,
are members of the Board of Directors. Mr. Hughes is a director and the Chief
Executive Officer of the 15 Public Storage Properties REITs (and during 1994,
Mr. Hughes was a director and the Chief Executive Officer of Properties 6,
Properties 7 and Properties 8). Mr. Hughes also is the Chief Executive Officer
and a director of SPI, of which Mr. Lenkin is the President and a director.
Neither SPI nor any of the 15 Public Storage Properties REITs has (nor did
Properties 6, Properties 7 or Properties 8 have) a compensation committee.
Certain Relationships and Related Transactions
Advisory Contract. The Adviser, pursuant to an advisory contract
originally entered into in November 1980, as amended and restated effective
September 30, 1991, and as further amended (the "Advisory Contract"), advises
the Company with respect to investments and administers the day-to-day
operations of the Company, subject to the supervision of the Board of Directors.
Under the Advisory Contract, the Adviser is paid a monthly Advisory Fee
based on the Company's Adjusted Income per Share. The Advisory Fee is (i) 12.75%
of the Company's Adjusted Income per Share (as defined, and after a reduction
for the Company's share of capital improvements) multiplied by the number of
shares of Common Stock outstanding as of September 30, 1991 (14,989,454 shares)
plus (ii) 6% of the Company's Adjusted Income per Share multiplied by the number
of shares of Common Stock in excess of 14,989,454 shares of Common Stock plus
(iii) 6% of the dividends paid with respect to the Company's preferred stock.
However, the Advisory Contract provides that the Adviser is not entitled to its
Advisory Fee with respect to services rendered during any quarter in which full
cumulative dividends payable on the 10% Cumulative Preferred Stock, Series A,
the 9.20% Cumulative Preferred Stock, Series B, the Adjustable Rate Cumulative
Preferred Stock, Series C, the 9.50% Cumulative Preferred Stock, Series D, the
10%
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Cumulative Preferred Stock, Series E or the 9.75% Cumulative Preferred Stock,
Series F have not been paid or declared and funds therefor set aside for
payment.
In addition to the Advisory Fee, the Adviser is paid a Disposition Fee
of 20% of the Total Realized Gain (generally the sum of the gains realized by
the Company from the sale of assets (reduced by accumulated depreciation) less
the sum of losses from the sale of assets). In general, the Disposition Fee will
accrue in increments as the Company disposes of its properties, and the
increment that accrues on each disposition will be 20% of the Realized Gain from
the disposition. However, if the Company experiences Realized Losses, the
Realized Losses will be offset against Realized Gains from later dispositions
for purposes of computing the amount of the Disposition Fee that will accrue
with respect to the subsequent dispositions.
Payment of portions of the Disposition Fee accrued after September 30,
1991 is deferred until, and made at, such time as cumulative distributions from
all sources with respect to the Initial Shares (Common Stock sold by the Company
in its original public offering in November 1980) equal not less than (i)
$30,000,000 plus (ii) a cumulative return of 6% per annum on Adjusted
Shareholders' Equity (generally $30,000,000 reduced by distributions of sale or
financing proceeds with respect to the Initial Shares) from November 1980.
The foregoing is subject to further limitations that will be imposed on
the payment of the Disposition Fee if and at such times as the Company has a
Total Unrealized Loss (generally an aggregate potential loss with respect to
unsold properties). In general, to prevent the Adviser from receiving payment of
a Disposition Fee at a time when the Company's total property portfolio could
only be sold at an overall loss, the amount otherwise payable to the Adviser at
any such time shall be reduced by 20% of the Total Unrealized Loss.
The Advisory Contract was approved by the directors who are not
affiliated with the Adviser. The Advisory Contract may be terminated (i) at any
time by either party upon 60 days' notice with or without cause, or (ii) by the
Company upon written notice upon the occurrence of certain events. The Advisory
Contract is subject to annual renewals with the approval of the Company's
disinterested directors and, in certain circumstances, can be assigned by either
the Company or the Adviser. Upon (i) termination of the Advisory Contract, other
than under certain circumstances, or (ii) expiration of the Advisory Contract
due to the Company's refusal to agree to an extension of the Advisory Contract
on the same terms, the Adviser will be entitled to receive payments as follows:
(a) an amount equal to the accrued and unpaid portion of the Disposition Fee,
less 20% of any Total Unrealized Loss as of the date of termination; (b) an
amount equal to 20% of the Total Unrealized Gain (generally an aggregate
potential gain with respect to unsold properties) as of the date of termination,
less 20% of previously incurred Total Realized Loss if not taken into account in
computing previously earned Disposition Fee; and (c) an amount equal to 15% of
Adjusted Income (generally the Company's cash flow before reduction of fees
payable to the Adviser) from October 1, 1991 to the date of termination minus
the Advisory Fee paid from October 1, 1991 to the date of termination.
During 1994, approximately $4,983,000 was paid in compensation to the
Adviser as Advisory Fees. In addition, at December 31, 1994, approximately
$108,000 was due to the Adviser in accrued Disposition Fees.
Under the Advisory Contract, the Company is required to bear all the
expenses of the Company's operations including the compensation of personnel
employed by the Adviser and its
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affiliates (other than executives and their secretarial support personnel)
involved in the business of the Company. Expenses may be incurred by the Adviser
and be reimbursed by the Company.
The Adviser is a wholly-owned subsidiary of PSI, and PSI is controlled
by B. Wayne Hughes (see footnote (4) to the first table under "Election of
Directors -- Security Ownership of Management" above). Mr. Hughes is a director
of the Adviser, Mr. Lenkin is President and a director of the Adviser, and
certain of the other officers of the Company are also directors and officers of
the Adviser.
If the merger and restructure described below under "Proposed Merger
and Restructure" is consummated, the Advisory Contract would be extinguished
(without a termination payment other than the consideration paid in the merger)
and the Company would then begin to pay cash compensation to its executive
officers.
Management Agreement. Public Storage Management, Inc., a California
corporation ("PSMI"), and Public Storage Commercial Properties Group, Inc., a
California corporation ("PSCP"), render property operation services for the
Company pursuant to a management agreement (as amended, the "Management
Agreement"). Under the Management Agreement, PSMI is paid a fee of 6% of the
gross revenues of the mini-warehouse spaces operated and PSCP is paid a fee of
5% of the gross revenues of the non-mini-warehouse spaces operated. The
Management Agreement was approved by the directors who are not affiliated with
PSMI or PSCP. During 1994, the Company incurred fees of $7,587,230 to PSMI and
$767,670 to PSCP for operation of properties which are owned by the Company or
the PSP Partnerships (as defined below under "Agreements with Public
Partnerships"), which are consolidated with the Company.
For as long as the Management Agreement is in effect, PSMI has granted
the Company a non-exclusive license to use two PSI service marks and related
designs, including the "Public Storage" name, in conjunction with rental and
operation of properties operated pursuant to the Management Agreement. Upon
termination of the Management Agreement, the Company would no longer have the
right to use the service marks and related designs except as noted below.
The Management Agreement as amended in February 1995 (approved by the
Board of Directors in August 1994) provides that (i) as to properties directly
owned by the Company, the Management Agreement will expire in February 2002,
provided that in February of each year it shall be automatically extended for
one year (thereby maintaining a seven year term) unless either party notifies
the other that the Management Agreement is not being extended, in which case it
expires, as to such properties, on the first anniversary of its then scheduled
expiration date; and (ii) as to properties in which the Company has an interest,
but not directly owned by the Company, the Management Agreement may be
terminated as to such properties, upon 60 days' written notice by the Company
and upon seven years' notice by PSMI or PSCP, as the case may be. The Management
Agreement may also be terminated at any time by either party for cause, but if
terminated for cause by the Company, the Company retains the right to use the
service marks and related designs until the then scheduled expiration date, if
applicable, or otherwise a date seven years after such termination.
PSMI and PSCP are subsidiaries of PSI, and PSI is controlled by B.
Wayne Hughes (see footnote (4) to the first table under "Election of Directors
- -- Security Ownership of Management" above). Mr. Hughes is a director of PSMI,
Mr. Lenkin is Chairman of the Board of PSMI and a director of PSCP, and certain
of the other officers of the Company are also directors and officers of PSMI and
PSCP.
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If the merger and restructure described below under "Proposed Merger
and Restructure" is consummated, the Management Agreement would be extinguished.
Agreement On Investment Opportunities. At any time and from time to
time the Company can invoke its rights under the Agreement on Investment
Opportunities, which (when invoked) provides that PSI and its affiliates may not
invest, or offer to others the opportunity to invest, in any existing
mini-warehouse unless the opportunity has been presented to and rejected by the
Company.
Agreements With Public Partnerships. Between 1982 and 1987, affiliates
of the Adviser sponsored eight limited partnerships registered under the
Securities Act of 1933 (the "PSP Partnerships") that raised an aggregate of
approximately $454,791,000 for investment in existing properties. In connection
with the PSP Partnerships, the Company entered into participation agreements
with seven of the PSP Partnerships providing for joint investments in existing
mini-warehouses and business parks. The participation agreements were approved
by the disinterested directors.
Pursuant to the participation agreements, the properties in which the
Company invested with those PSP Partnerships were held in a number of separate
general partnerships comprised of a PSP Partnership and the Company. For tax
administrative efficiency the original general partnerships with the seven PSP
Partnerships were consolidated into a single general partnership for each of the
seven PSP Partnerships effective December 31, 1990. Although the PSP Partnership
is the managing general partner of the respective general partnership, the
Company, at any time after seven years from the date the property was acquired,
may compel a sale of the property for cash at not less than the property's
independently determined fair market value. In many instances, the Company paid
all or part of its share of the purchase price for the property by issuing
securities to the owner of the property. Where the Company invested securities
instead of paying cash, the Company's right to receive distributions from cash
flow and from sale or refinancing proceeds generally is subordinated to a prior
return to the PSP Partnership.
A substantial portion of the investments of the seven PSP Partnerships
have been made with the participation of the Company. The Company and the seven
PSP Partnerships jointly acquired 212 properties. Since 1987, the Company has
not acquired any properties under the participation agreements.
Mergers with Related Companies. In September 1994, Properties 8 merged
with and into the Company, and the outstanding Properties 8 common stock
(2,632,681 shares) was converted into an aggregate of (i) 2,593,914 shares of
the Company's Common Stock and (ii) $17,341,000 in cash. Properties 8 was one of
18 finite-life REITs organized by PSI (which include the Public Storage
Properties REITs, Properties 8, Properties 6 and Properties 7). Properties 8
owned 23 mini-warehouses. PSI and its affiliates had significant relationships
with Properties 8, including ownership of approximately 28% of its common stock,
and received approximately 1,065,000 shares of the Company's Common Stock in the
merger. Prior to the merger, the Company had no ownership interest in Properties
8 or any of its properties. The merger was approved by the shareholders and the
disinterested directors of the Company and Properties 8.
In February 1995, Properties 6 merged with and into the Company, and
the outstanding Properties 6 common stock (2,716,223 shares) was converted into
an aggregate of (i) 3,147,015 shares of the Company's Common Stock and (ii)
$21,427,973 in cash. Properties 6 was one of the finite-life REITs organized by
PSI. Properties 6 owned 23 mini-warehouses. PSI and its affiliates had
significant relationships with Properties 6, including ownership of
approximately 28% of its
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common stock and received approximately 1,293,000 shares of the Company's Common
Stock in the merger. Prior to the merger, the Company had no ownership interest
in Properties 6 or any of its properties. The merger was approved by the
shareholders and the disinterested directors of the Company and Properties 6.
In June 1995, Properties 7 merged with and into the Company, and the
outstanding Properties 7 common stock (3,806,491 shares) was converted into an
aggregate of (i) 3,517,272 shares of the Company's Common Stock and (ii)
$14,007,478 in cash. Properties 7 was one of the finite-life REITs organized by
PSI. Properties 7 owned 34 mini-warehouses and four business parks. PSI and its
affiliates had significant relationships with Properties 7, including ownership
of approximately 28% of its common stock, and received approximately 1,233,733
shares of the Company's Common Stock in the merger. Prior to the merger, the
Company had no ownership interest in Properties 7 or any of its properties. The
merger was approved by the shareholders and the disinterested directors of the
Company and Properties 7.
Proposed Merger and Restructure. The Company has entered into an
Agreement and Plan of Reorganization with PSI and PSMI, dated as of June 30,
1995, pursuant to which PSMI would be merged with and into the Company. Prior to
the merger, substantially all of the United States real estate interests of PSI,
together with the Adviser and PSCP, will be combined with PSMI. In the merger,
the outstanding capital stock of PSMI would be converted into an aggregate of
30,000,000 shares of Common Stock (subject to certain adjustments) and 7,000,000
shares of newly created Class B Common Stock of the Company and the Company
would be renamed "Public Storage, Inc." The merger was approved by a special
committee of disinterested directors of the Company and by the Company's Board
of Directors. The merger is subject to a number of conditions, including
approval by the holders of the Company's Common Stock.
The Public Storage Properties REITs have entered into an amendment to
their management agreements with PSMI which provides that upon demand from SEI
or PSMI made prior to December 15, 1995, each of the Public Storage Properties
REITs agrees to prepay (within 15 days after such demand) up to 12 months of
management fees (based on the management fees for the comparable period during
the calendar year immediately preceding such prepayment) discounted at the rate
of 14% per year to compensate for early payment. The aggregate amount of such
prepayment would be up to approximately $4,000,000.
Acquisition of Partnership Interests from PSI and Affiliates. In June
and July 1994, the Company acquired, in cash tender offers, 35,106 limited
partnership units ("Units"), at $281 per Unit, in PS Partners V, Ltd., a
California Limited Partnership ("PSP5"), one of the PSP Partnerships. PSI owned
230 Units in PSP5 (which Units had been acquired by PSI for a cost of $243 per
Unit) and tendered those Units to the Company.
In May 1995, the Company purchased from PSI and B. Wayne Hughes the
interest of B. Wayne Hughes relating to his general partner capital contribution
in each of the PSP Partnerships. The aggregate cost for these interests was
$569,319 in cash.
Mortgage Loans Receivable from Affiliates. During 1994, the Company
acquired an aggregate of $4,020,000 (face amount) of mortgage notes receivable
for cash of $4,020,000 from unaffiliated financial institutions. The mortgage
loans are secured by mini-warehouse facilities owned by the borrowers, which are
private limited partnerships whose general partners are affiliates of the
Adviser ("Affiliated Partnerships"). The transaction was approved by the
Company's disinterested directors.
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Purchase of Properties from Affiliates. During 1994, in addition to
properties acquired in the Properties 8 merger and properties acquired from
unaffiliated parties, the Company acquired an aggregate of 18 mini-warehouse
facilities and one business park from Affiliated Partnerships for an aggregate
acquisition cost of $57,489,841, consisting of $25,189,709 in cash, cancellation
of mortgage notes totaling $24,440,830 and assumption of mortgage notes payable
totaling $7,863,302. In connection with certain of these acquisitions, (i)
affiliates of the Adviser received payments in respect of their limited
partnership interests in the Affiliated Partnerships on the same terms as other
limited partners or in respect of their general partner interest in accordance
with the existing partnership agreement, (ii) certain advances from those
affiliates to the Affiliated Partnerships were repaid or cancelled, (iii)
certain of the Affiliated Partnerships' mortgage debt to PSI was paid off (and
in the case of one of these acquisitions, the Company took one of the properties
subject to an underlying note which was payable by PSI), and/or (iv) affiliates
of the Adviser made certain voluntary cash contributions to the Affiliated
Partnerships. In connection with the acquisition of three of these
mini-warehouse facilities, an affiliate of the Adviser received an approximately
10% interest in the properties in respect of its interest in the Affiliated
Partnership, and through February 1995, the properties were held by the Company
and the affiliate of the Adviser as tenants-in-common, and the Company had a
right of first refusal in connection with that affiliate's interest in the
properties. The Company acquired the remaining approximately 10% interest in the
properties in March 1995 for approximately $800,000 in cash. All of these
transactions were approved by the disinterested directors of the Company, and
the purchase prices of properties acquired from affiliates of the Adviser were
based on independent appraisals of the properties.
During 1994, the Company or a subsidiary acquired an aggregate of three
mini-warehouse facilities from unrelated third parties subject to participation
interests owned by affiliates of the Adviser (in the case of one of the
properties, the participation interest was cancelled prior to the acquisition,
and the other two participation interests were acquired by the Company in 1995
as described below), for an aggregate cost of $7,839,151 in cash. The
transactions were approved by the disinterested directors of the Company.
In January 1995, the Company acquired by merger the capital stock of
PSI Participation 1, Inc. ("PSP1 Inc."), a California corporation owned by PSI.
PSP1 Inc. owned participation interests of up to 25% in 12 mini-warehouse
facilities (of which 10 facilities had been acquired by the Company from an
unrelated third party in December 1993, subject to the respective participation
interests, and the other two facilities were subsequently acquired by the
Company from the unrelated third party in March 1995 and May 1995,
respectively). The price for the PSP1 Inc. capital stock was $7,239,700 in
Common Stock (515,739 shares based on the average closing price of the Common
Stock on the NYSE for a specified period prior to the acquisition). The
transaction was approved by the Company's disinterested directors and was
subject to an independent review, and the issuance of the shares to PSI was
approved by the Company's shareholders.
In March 1995, the Company acquired by merger the capital stock of PSI
Participation 3, Inc. ("PSP3 Inc."), a California corporation owned by PSI. PSP3
Inc. owned participation interests of up to 25% in three mini-warehouse
facilities (which facilities had been acquired by the Company from an unrelated
third party in December 1993, subject to these participation interests). The
price for the PSP3 Inc. capital stock was 82,715 shares of Common Stock. The
transaction was approved by the Company's disinterested directors and was
subject to an independent review.
In March 1995, the Company acquired by merger the capital stock of PSI
Participation 5, Inc. ("PSP5 Inc."), a California corporation owned by PSI. PSP5
Inc. owned participation interests in two mini-warehouse facilities (of which
one facility had been acquired by the Company from an unrelated third party in
September 1994, subject to the respective participation interest, and the
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other facility continues to be owned by a third party, subject to the respective
participation interest). The price for the PSP5 Inc. capital stock was 125,598
shares of Common Stock. The transaction was approved by the Company's
disinterested directors and was subject to an independent review.
In March 1995, the Company acquired by merger the capital stock of
PSI/PSP6, Inc. ("PSP6 Inc."), a California corporation owned by PSI. PSP6 Inc.
owned participation interests of up to 25% in two mini-warehouse facilities
(which facilities had been acquired by the Company or a subsidiary in November
1993 and February 1994, respectively, subject to the respective participation
interests). The price for the PSP6 Inc. capital stock was 75,536 shares of
Common Stock. The transaction was approved by the Company's disinterested
directors and was subject to an independent review.
In June 1995, the Company acquired by merger the capital stock of PSI
Participation 4, Inc. ("PSP4 Inc."), a California corporation owned by PSI. PSP4
Inc. owned participation interests of up to 25% in three mini-warehouse
facilities (which facilities continue to be owned by a third party, subject to
the respective participation interests). The price for the PSP4 Inc. capital
stock was 204,834 shares of Common Stock. The transaction was approved by the
Company's disinterested directors and was subject to an independent review.
During 1995 (through September 30, 1995), in addition to properties
acquired in the Properties 6 merger and Properties 7 merger and properties
acquired from unrelated parties, the Company acquired an aggregate of 36
mini-warehouse facilities from Affiliated Partnerships for an aggregate
acquisition cost of $120,107,000 consisting of $48,943,000 in cash, cancellation
of mortgage notes totaling $14,996,000 (certain of these mortgage notes were
acquired in 1994 as described above under "Mortgage Loans Receivable from
Affiliates") and assumption of mortgage notes payable totaling $56,168,000. In
connection with certain of these acquisitions, (i) affiliates of the Adviser
received payments in respect of their limited partnership interests in the
Affiliated Partnerships on the same terms as other limited partners or in
respect of their general partner interest in accordance with the existing
partnership agreement, (ii) certain advances from those affiliates to the
Affiliated Partnerships were repaid or cancelled, and/or (iii) affiliates of the
Adviser made certain voluntary cash contributions to the Affiliated
Partnerships. In connection with the Company's proposal to acquire three of
these mini-warehouse facilities, the Company extended the term of the mortgage
notes receivable. The transactions were approved by the disinterested directors
of the Company and the purchase prices of the properties were based on
independent appraisals of the properties.
The Company's disinterested directors have approved the acquisition by
the Company of an aggregate of eight mini-warehouse facilities from Affiliated
Partnerships for an aggregate acquisition cost of approximately $28,008,000,
consisting of approximately $9,473,000 in cash, cancellation of mortgage notes
totaling approximately $9,847,000 and assumption of mortgage notes payable
totaling approximately $8,688,000. These acquisitions are subject to certain
conditions. In connection with certain of these acquisitions, (i) affiliates of
the Adviser would receive payments in respect of their limited partnership
interests in the Affiliated Partnerships on the same terms as other limited
partners or in respect of their general partner interest in accordance with the
existing partnership agreement, (ii) certain advances from those affiliates to
the Affiliated Partnerships would be repaid or cancelled, and/or (iii)
affiliates of the Adviser would make certain voluntary cash contributions to the
Affiliated Partnerships. The purchase prices of the properties are based on
independent appraisals of the properties. The Company's disinterested directors
also approved the acquisition by the Company, for a cash purchase price of
approximately $1,515,000, of the mortgage note of $4,395,000 (face amount) which
is secured by one of these mini-warehouse facilities (the
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<PAGE>
mortgage note would subsequently be cancelled in connection with the acquisition
by the Company of the mini-warehouse facility). In connection with two of these
Affiliated Partnerships, the Company's disinterested directors also approved the
acquisition by the Company, pursuant to a cash tender offer, of limited
partnership interests in these Affiliated Partnerships, for an aggregate
acquisition cost substantially equivalent to the cost of acquiring the
respective mini-warehouse facilities.
Purchase of Common Stock By Officers and Directors Pursuant to Shelf
Registration Statement. The Company's directors have authorized the Company to
offer and sell shares of Common Stock (collectively, the "Director and Officer
Shares") pursuant to the prospectus included in the Company's shelf registration
statement on the following terms: (i) the Director and Officer Shares may be
offered and sold to any one or more of the following persons or entities: (a)
any director or officer of the Company (or any corporation or other entity
controlled by such director or officer), (b) the Adviser or any director or
executive officer thereof, (c) PSMI or any director or executive officer
thereof, (d) PSCP or any director or executive officer thereof, (e) PSI or any
director or executive officer thereof and (f) the Public Storage Profit Sharing
Plan and Trust; (ii) the number of Director and Officer Shares that may be
offered and sold to any one person (or entity) is up to 1% of the Company's
outstanding shares of Common Stock in a single transaction; and (iii) the
purchase price per share is payable in cash and is equal to the average closing
price of the Common Stock on the NYSE for a specified period prior to the
closing of the sale of the shares. The following persons have purchased shares
of Common Stock in 1994 and 1995 on the terms described above: (i) in March
1994, Robert J. Abernethy, a director of the Company, purchased 12,925 shares
for an aggregate price of approximately $200,014, (ii) in March 1994, Harkham
Industries, Inc., a corporation wholly-owned by Uri P. Harkham, a director of
the Company, purchased 32,311 shares for an aggregate price of approximately
$500,013, (iii) in March 1994, B. Wayne Hughes, Jr., an officer of the Company,
purchased 64,621 shares for an aggregate price of approximately $1,000,010, and
(iv) in March 1995, Robert J. Abernethy purchased 40,000 shares for an aggregate
price of $582,000.
REPORT OF THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
ON EXECUTIVE COMPENSATION
The Company does not have a compensation committee. The Company has a
Non-Director Sub-Plan (a sub-plan of the Company's 1990 Stock Option Plan) under
which executive officers (other than directors) are eligible to receive options,
and that sub-plan is administered by the Audit Committee. The members of the
Audit Committee are Robert J. Abernethy and Berry Holmes (Wiliam C. Baker was a
member of the Audit Committee until December 1994). The Company also has a 1994
Stock Option Plan, under which executive officers (other than B. Wayne Hughes)
are eligible to receive options, and the 1994 Stock Option Plan is also
administered by the Audit Committee.
The Company does not pay cash compensation to its executive officers
(other than the directors' fees and expenses paid to Harvey Lenkin).
The Company has an Advisory Contract with the Adviser pursuant to which
the Company pays advisory fees and disposition fees to the Adviser; the Adviser
is controlled by B. Wayne Hughes, the Company's Chief Executive Officer. The
Advisory Contract is subject to annual renewals with the approval of the
Company's disinterested directors and was last renewed in September 1995. See
"Advisory Contract" under "Compensation Committee Interlocks and Insider
Participation -- Certain Relationships and Related Transactions" above.
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<PAGE>
The Company also has management agreements with PSMI and PSCP, pursuant
to which the Company pays fees to PSMI and PSCP; PSMI and PSCP are controlled by
B. Wayne Hughes. See "Management Agreement" under "Compensation Committee
Interlocks and Insider Participation -- Certain Relationships and Related
Transactions" above.
If the merger and restructure described under "Compensation Committee
Interlocks and Insider Participation -- Certain Relationships and Related
Transactions -- Proposed Merger and Restructure" is consummated, the Advisory
Contract and the Management Agreement would be extinguished and the Company
would then begin to pay cash compensation to its executive officers.
B. Wayne Hughes is not eligible to be granted options under the
Company's 1990 Stock Option Plan or 1994 Stock Option Plan.
Non-Director Sub-Plan and 1994 Stock Option Plan. The Non-Director
Sub-Plan (a sub-plan of the Company's 1990 Stock Option Plan) provides for the
grant of non-qualified stock options to purchase Common Stock of the Company to
(i) employees of the Company (other than directors), and (ii) consultants and
advisers to the Company (including the Adviser), managers of the Company's
properties or affairs (including PSMI), persons or entities having a similar
relationship to the Company, and employees of any of the foregoing ("Service
Providers"). As of May 1994, no shares of Common Stock were available for
additional grants under the 1990 Stock Option Plan. For that reason, effective
June 28, 1994, the Company's Board of Directors adopted the Company's 1994 Stock
Option Plan (the "1994 Plan"), subject to the approval of the Company's
shareholders, which was obtained at the 1994 annual meeting of shareholders on
September 21, 1994. The 1994 Plan provides for the grant of incentive stock
options, intended to qualify as such under Section 422 of the Internal Revenue
Code of 1986, as amended, and non-qualified stock options which do not so
qualify. The 1994 Plan provides for the grant of options to purchase Common
Stock of the Company to (i) employees of the Company (other than B. Wayne
Hughes) or of any subsidiary of the Company, (ii) Service Providers and (iii)
directors of the Company who are not affiliates of the Adviser. The Non-Director
Sub-Plan, as continued by the 1994 Plan, is the Company's long-term incentive
plan for executive officers. The objective of the plan is to retain and motivate
executives to improve long-term stock market performance. The purposes of the
Non-Director Sub-Plan and the 1994 Plan are to align the interests of key
employees (including executive officers) and Service Providers with those of the
shareholders of the Company, to encourage a proprietary interest in the Company
and to promote continuity of management. The Non-Director Sub-Plan and the 1994
Plan are administered by the Audit Committee. The exercise price for all options
granted under the Non-Director Sub-Plan and the 1994 Plan is equal to the market
price of the underlying shares on the date of grant. Options granted under the
Non-Director Sub-Plan and the 1994 Plan vest on each of the first three
anniversaries of the date of grant at the rate of one-third per year. Options
granted under the Non-Director Sub-Plan expire generally upon the earlier of (i)
the fifth anniversary of the date of vesting of such option, or (ii) the
thirtieth day after the date of the optionee's Termination of Relationship (as
defined in the Non-Director Sub-Plan) with the Company. Options granted under
the 1994 Plan expire generally upon the earlier of (i) the tenth anniversary of
the date of grant of such option, or (ii) the thirtieth day after the date of
the optionee's termination of employment or other relationship (as described in
the 1994 Plan) with the Company. Because stock options are granted at the market
price of the underlying shares on the date of grant, they provide incentive for
the creation of shareholder value over the long term, since the benefit of the
options cannot be realized unless an appreciation in the price of the Company's
Common Stock occurs over the specified number of years.
On May 12, 1994, the Audit Committee (upon management's recommendation)
granted non-qualified options to a total of 11 persons to purchase an aggregate
of 90,000 shares of Common
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Stock under the Non-Director Sub-Plan at an exercise price of $15 per share (the
market price of the Common Stock on the date of grant), which included the
following grants to three executive officers: a grant to purchase 15,000 shares
to Ronald L. Havner, Jr. (Vice President and Chief Financial Officer of the
Company), and grants to purchase 6,000 shares each to Hugh W. Horne (Vice
President of the Company) and Obren B. Gerich (Vice President of the Company).
On September 21, 1994, the date of the 1994 annual meeting of
shareholders (after the adjournment of the annual meeting), the Audit Committee
(upon management's recommendation) granted non-qualified options to a total of
29 persons to purchase an aggregate of 115,500 shares of Common Stock under the
1994 Plan at an exercise price of $14-7/8 per share (the market price of the
Common Stock on the date of grant), which included the following grants to four
executive officers: a grant to purchase 15,000 shares to Harvey Lenkin
(President of the Company), and grants to purchase 7,500 shares each to Ronald
L. Havner, Jr., Hugh W. Horne and Obren B. Gerich.
On May 9, 1995, the Audit Committee (upon management's recommendation)
granted non-qualified options to a total of 29 persons to purchase an aggregate
of 212,500 shares of Common Stock under the 1994 Plan at an exercise price of
$16-3/8 per share (the market price of the Common Stock on the date of grant),
which included the following grants to four executive officers: grants to
purchase 15,000 shares each to Harvey Lenkin, Ronald L. Havner, Jr. and Hugh W.
Horne, and a grant to purchase 5,000 shares to Obren B. Gerich.
The number of options granted to individual executive officers was
based on a number of factors, including seniority, individual performance, and
the number of options previously granted to such executive officer.
BOARD OF DIRECTORS AUDIT COMMITTEE
B. Wayne Hughes Robert J. Abernethy (Chairman)
Harvey Lenkin Berry Holmes
Robert J. Abernethy
Dann V. Angeloff
William C. Baker
Uri P. Harkham
Berry Holmes
Michael M. Sachs
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<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The graph set forth below compares the yearly change in the Company's
cumulative total shareholder return on its Common Stock for the five-year period
ended December 31, 1994 to the cumulative total return of the Standard and
Poor's 500 Stock Index ("S&P 500 Index") and the National Association of Real
Estate Investment Trusts Equity Index ("NAREIT Equity Index") for the same
period (total shareholder return equals price appreciation plus dividends). The
stock price performance graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 on December 31, 1989 and that all
dividends were reinvested. The stock price performance shown in the graph is not
necessarily indicative of future price performance.
Comparison of Cumulative Total Return
Storage Equities, Inc., S&P 500 Index and NAREIT Equity Index
December 31, 1989 - December 31, 1994
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period STORAGE NAREIT
(Fiscal Year Covered) EQUITIES, INC. S&P 500 EQUITY
--------------------- ------------- ------- ------
<S> <C> <C> <C>
Measurement Pt.-12/31/89 $ 100.00 $ 100.00 $ 100.00
FYE 12/31/90 66.62 96.90 84.65
FYE 12/31/91 91.52 126.42 114.86
FYE 12/31/92 107.81 136.05 131.62
FYE 12/31/93 184.78 149.76 157.59
FYE 12/31/94 197.34 151.74 162.49
</TABLE>
23
<PAGE>
INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young, independent
auditors, to audit the accounts of the Company for the fiscal year ending
December 31, 1995.
It is anticipated that representatives of Ernst & Young, which has
acted as the independent auditors for the Company since the Company's
organization, will be in attendance at the Annual Meeting of Shareholders and
will have the opportunity to make a statement if they desire to do so and to
respond to any appropriate inquiries of the shareholders or their
representatives.
ANNUAL REPORT
The Company has filed, for its fiscal year ended December 31, 1994, an
Annual Report on Form 10-K with the Securities and Exchange Commission, together
with applicable financial statements and schedules thereto. The Company will
furnish, without charge, upon written request of any shareholder as of October
4, 1995, who represents in such request that he or she was the beneficial owner
of the Company's shares on that date, a copy of the Annual Report together with
the financial statements and any schedules thereto. Upon written request and
payment of a copying charge of 15 cents per page, the Company will also furnish
to any shareholder a copy of the exhibits to the Annual Report. Requests should
be addressed to: Sarah Hass, Secretary, Storage Equities, Inc., 600 North Brand
Boulevard, Glendale, California 91203-1241.
EXPENSES OF SOLICITATION
The Company will pay the cost of soliciting Proxies. In addition to
solicitation by mail, certain directors, officers and regular employees of the
Company and of the Adviser and its affiliates may solicit the return of Proxies
by telephone, telegram, personal interview or otherwise. The Company may also
reimburse brokerage firms and other persons representing the beneficial owners
of the Company's stock for their reasonable expenses in forwarding proxy
solicitation materials to such beneficial owners. Shareholder Communications
Corporation, New York, New York may be retained to assist the Company in the
solicitation of Proxies, for which Shareholder Communications Corporation would
receive normal and customary fees and expenses from the Company.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR
PRESENTATION AT 1996 ANNUAL MEETING OF SHAREHOLDERS
Any proposal that a shareholder wishes to submit for consideration for
inclusion in the Company's Proxy Statement for the 1996 Annual Meeting of
Shareholders must be received by the Company no later than July 1, 1996.
Shareholder proposals should be addressed to: Sarah Hass, Secretary, Storage
Equities, Inc., 600 North Brand Boulevard, Suite 300, Glendale, California
91203-1241.
OTHER MATTERS
The management of the Company does not intend to bring any other matter
before the meeting and knows of no other matters that are likely to come before
the meeting. If any other matters properly come before the meeting, the persons
named in the accompanying Proxy will vote the shares represented by the Proxy in
accordance with their best judgment on such matters.
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<PAGE>
You are urged to vote the accompanying Proxy and sign, date and return
it in the enclosed stamped envelope at your earliest convenience, whether or not
you currently plan to attend the meeting in person.
By Order of the Board of Directors
SARAH HASS, Secretary
Glendale, California
October 10, 1995
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<PAGE>
STORAGE EQUITIES, INC.
600 North Brand Boulevard
Glendale, California 91203-1241
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints B. Wayne Hughes and Harvey Lenkin, or
either of them, with power of substitution, as Proxies, to appear and vote, as
designated below, all the shares of Common Stock of Storage Equities, Inc. held
of record by the undersigned on October 4, 1995, at the Annual Meeting of
Shareholders to be held on November 13, 1995, and any adjournments thereof.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED. IN THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEES LISTED ON THE REVERSE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
------------
X Please mark votes as in this example.
- --
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE TO
THE FIRST NATIONAL BANK OF BOSTON, SHAREHOLDER SERVICES DIVISION, P.O. BOX 1439,
BOSTON, MA 02105-1439
<PAGE>
1. ELECTION OF DIRECTORS
Nominees: B. Wayne Hughes, Harvey Lenkin, Robert J. Abernethy, Dann V. Angeloff,
William C. Baker, Uri P. Harkham, Berry Holmes and Michael M. Sachs.
FOR WITHHELD
ALL FROM ALL
___ NOMINEES ___ NOMINEES
- --------------------------------------
For all nominees except as noted above
2. Other matters: In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
MARK HERE FOR
ADDRESS CHANGE
AND NOTE AT LEFT _____
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated October 10, 1995.
Please sign exactly as your name appears. Joint owners should each sign.
Trustees and others acting in a representative capacity should indicate the
capacity in which they sign.
Signature:________________ Date _______
Signature:________________ Date _______
<PAGE>
