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
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or 240.14a-12
Storage Equities, Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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4) Date Filed:
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Notes:
Storage Equities, Inc.
Supplement dated November 8, 1995 to
Proxy Statements dated October 10, 1995 and October 11, 1995
A purported stockholder class and derivative action complaint was
filed on November 2, 1995 in regard to the merger of Public Storage
Management, Inc. into the Company (the "Merger") against all of the
directors of the Company (Crandon Capital Partners v. Hughes, et al., Case
No. BC138405) in the Superior Court of the State of California for the
County of Los Angeles (the "Crandon Complaint"). A copy of the complaint
was delivered to the Company on November 3, 1995.
The Crandon Complaint seeks certification of the action as a class
action on behalf of plaintiff and all others similarly situated; an
accounting by defendants for all alleged damages; declaratory relief,
including a declaration that defendants have breached their fiduciary
duties to the Company and its shareholders; preliminary and permanent
injunctions against implementation of the Merger; compensatory damages in
an unspecified amount; an award of costs and attorneys' fees; and such
other relief as may be just and proper.
The Crandon Complaint alleges, among other things, that the
defendants breached their fiduciary duties to the Company by impairing
shareholders' voting rights through amendment of the Articles of
Incorporation; by diluting shareholder equity through the issuance of
additional Common Stock; by entrenching the Hughes Family by failing to
meaningfully consider alternatives to the Merger; by failing to obtain an
independent entity to perform valuations of the assets to be acquired by
the Company in the Merger; by agreeing to a transaction that benefits the
Hughes Family at the expense of the Public Shareholders; by wasting
corporate assets by purchasing assets in the Merger at an artificially
high price; by relying on the Special Committee, which was not
disinterested because of relationships with the Hughes Family and the
participation of Hughes and others in the process to approve the Merger;
by relying on Arthur Andersen and Robertson Stephens who were not
independent and did not independently verify information; and by exposing
the Company and its shareholders to the risks and detriments discussed
under "Risk Factors" beginning on pages four and 17 of the Proxy Statement
dated October 11, 1995.
The Crandon Complaint appears to be based entirely on information
disclosed in the Proxy Statement dated October 11, 1995 and in two
published articles in the national press.
Defendants believe that this lawsuit is completely without merit and
intend to defend the action vigorously.
