<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PUBLIC STORAGE, INC.
(FORMERLY STORAGE EQUITIES, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-3551121
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION) HUGH W. HORNE
PUBLIC STORAGE, INC.
600 NORTH BRAND BOULEVARD 600 NORTH BRAND BOULEVARD
GLENDALE, CALIFORNIA 91203-1241 GLENDALE, CALIFORNIA 91203-1241
(818) 244-8080 (818) 244-8080
(ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP
TELEPHONE NUMBER, INCLUDING AREA CODE, CODE, AND TELEPHONE
OF REGISTRANT'S PRINCIPAL NUMBER, INCLUDING AREA CODE, OF
EXECUTIVE OFFICES) AGENT FOR SERVICE)
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COPIES TO:
DAVID GOLDBERG, ESQ.
PUBLIC STORAGE, INC.
600 NORTH BRAND BOULEVARD, SUITE 300
GLENDALE, CALIFORNIA 91203-1241
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 33-63947, 33-54755
If this Form is a post-effective amendment filed pursuant to Rule 462(a)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM
AMOUNT OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE PER SHARE OR AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
8.45% Cumulative Preferred Stock,
Series H, $.01 par value per
share (the "Preferred Stock").... (1) (2) (1)(2) N/A
Depositary Shares Each
Representing 1/1,000 of a
Share of Preferred Stock
(the "Depositary Shares")........ 570,915 $25.00 $14,272,875 $4,922
Total.......................... $14,272,875 (2) $14,272,875 $4,922(3)
</TABLE>
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(1) There is being registered hereunder shares of Preferred Stock, and
Depositary Shares representing 1/1,000 of a share of Preferred Stock.
Depositary Receipts will be distributed to those persons acquiring such
fractional interests and the shares of Preferred Stock will be issued to a
Depositary under a Deposit Agreement.
(2) No separate consideration will be received for any Preferred Stock
represented by Depositary Shares.
(3) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Glendale, State of California, on the 22nd day of
January, 1996.
PUBLIC STORAGE, INC.
By: /s/ B. WAYNE HUGHES
__________________________________
B. Wayne Hughes, Chairman of the
Board
Each person whose signature appears below hereby authorizes B. Wayne Hughes
and Harvey Lenkin, and each of them, as attorney-in-fact, to sign on his
behalf, individually and in each capacity stated below, any amendment,
including post-effective amendments to this Registration Statement, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ B. WAYNE HUGHES Chairman of the Board, Chief January 22, 1996
____________________________________ Executive Officer and
B. Wayne Hughes Director (principal
executive officer)
/s/ HARVEY LENKIN President and Director January 22, 1996
____________________________________
Harvey Lenkin
/s/ RONALD L. HAVNER, JR. Senior Vice President and January 22, 1996
____________________________________ Chief Financial Officer
Ronald L. Havner, Jr. (principal financial officer
and principal accounting
officer)
/s/ ROBERT J. ABERNETHY Director January 22, 1996
____________________________________
Robert J. Abernethy
/s/ DANN V. ANGELOFF Director January 22, 1996
____________________________________
Dann V. Angeloff
/s/ WILLIAM C. BAKER Director January 22, 1996
____________________________________
William C. Baker
/s/ URI P. HARKHAM Director January 22, 1996
____________________________________
Uri P. Harkham
/s/ BERRY HOLMES Director January 22, 1996
____________________________________
Berry Holmes
</TABLE>
II-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
5.1 Opinion of David Goldberg as to the legality of the securities being
registered.
8.1 Opinion of Hogan & Hartson L.L.P. re tax matters.
23.1 Consent of Independent Auditors.
23.2 Consent of David Goldberg (included in Exhibit 5.1).
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1).
</TABLE>
II-2
<PAGE>
Exhibit 5.1
David Goldberg
Senior Vice President and General Counsel
Public Storage, Inc.
600 North Brand Boulevard, Suite 300
Glendale, California 91203-1241
January 22, 1996
Public Storage, Inc.
600 North Brand Boulevard, Suite 300
Glendale, California 91203-1241
Gentlemen:
As Senior Vice President and General Counsel of Public Storage, Inc. (the
"Company"), I have examined the Registration Statement on Form S-3 which is
being filed by the Company with the Securities and Exchange Commission on or
about the date hereof (the "Registration Statement"), relating to the offer and
sale of up to $14,272,875 stated amount of (i) shares of 8.45% Cumulative
Preferred Stock, Series H, par value $.01 per share (the "Preferred Shares") and
(ii) Depositary Shares Each Representing 1/1,000 of a Preferred Share (the
"Depositary Shares").
I am familiar with the proceedings taken or to be taken by the Company
relating to the authorization and issuance of the Preferred Shares and the
Depositary Shares in the manner set forth in the Registration Statement. I have
also examined the Company's Restated Articles of Incorporation and Revised
Bylaws and have made such other investigation as I have deemed necessary in
order to express the opinions contained herein.
It is my opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of California.
2. The Preferred Shares and the Depositary Shares, when issued and
delivered in the manner and on the terms described in the Registration Statement
and payment of the agreed consideration therefor has been received by the
Company, will be legally issued, fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ DAVID GOLDBERG
DAVID GOLDBERG
<PAGE>
EXHIBIT 8.1
January 22, 1996
Public Storage, Inc.
600 N. Brand Boulevard
Glendale, California 91203-1241
Ladies and Gentlemen:
In connection with the registration by Public Storage, Inc., a
California corporation (the "Company"), of shares of 8.45% Cumulative Preferred
Stock, Series H, par value $.01 per share (the "Preferred Stock"), and
Depositary Shares Each Representing 1/1,000 of a Share of Preferred Stock, with
an aggregate public offering price of up to $14,272,875, as more fully described
in the Registration Statement on Form S-3 being filed by the Company with the
Securities and Exchange Commission on or about the date hereof (the
"Registration Statement"), we have been requested to provide you with our
opinion as to whether:
the Company will continue to qualify as a REIT under sections 856
through 860 of the Internal Revenue Code (the "Code") following the
Merger of Public Storage Management, Inc. ("PSMI") into the Company
(the "Merger") SO LONG AS (A) the Company has met at all times since
the Merger and continues to meet the stock ownership and gross income
requirements applicable to REITs and (B) either PSMI at the time of
(and after giving effect to) the Merger was not considered to have any
current or accumulated earnings and profits for tax purposes or the
Company made distributions prior to the end of 1995 in an amount
sufficient to eliminate such earnings and profits.
<PAGE>
Public Storage, Inc.
January 22, 1996
Page 2
All capitalized terms used herein have the same meaning as set forth
in the Registration Statement unless otherwise defined herein.
BASIS FOR OPINIONS AND ASSUMPTIONS MADE IN CONNECTION THEREWITH
Our opinion is based on (i) existing law as contained in the Code,
regulations issued thereunder by the U.S. Treasury Department ("Regulations"),
administrative pronouncements of the Internal Revenue Service ("IRS"), and court
decisions as of the date hereof, (ii) our understanding of the relevant facts
related to the Company, its past, current, and contemplated operation, as
reflected in the Registration Statement and as represented to us in the
certificate of the Company attached hereto, and (iii) our assumption that the
Company will continue to be operated in accordance with the representations
contained in the certificate of the Company attached hereto. Any of the
statutes, regulations, administrative pronouncements, or judicial decisions upon
which this opinion is based could be changed at any time, perhaps with
retroactive effect. Furthermore, some of the issues under existing law that
could significantly affect our opinion have not yet been authoritatively
addressed by the IRS or the courts.
In rendering our opinion, we have examined such statutes, regulations,
records, certificates and other documents as we have considered necessary or
appropriate as a basis for such opinion, including the following: (1) the
Agreement and Plan of Reorganization by and among Public Storage, Inc., PSMI and
the Company dated June 30, 1995; (2) the Registration Statement (including the
exhibits thereto and all amendments thereto made through the date hereof); (3)
the Amendment to the Company's Restated Articles of Incorporation, as adopted in
connection with the Merger; (4) the Shareholders' Agreement dated November 16,
1995 ("Shareholders' Agreement") entered into by B. Wayne Hughes, Tamara L.
Hughes, B. Wayne Hughes, Jr. and Parker Hughes Trust No. 2; (5) the articles of
incorporation, by-laws and stock ownership information for PS Orange Co., Inc.
("Lock/Box Company"), Public Storage Commercial Properties Group, Inc. ("PSCP"),
and PSCC, Inc. ("PSCC"); (6) the ruling request letters, dated March 19, 1995
and June 7, 1995, submitted to the Internal Revenue Service on behalf of the
Company (the "Ruling Request Letters"), and the ruling letter dated October 4,
1995, issued by the Internal Revenue Service in response thereto; (7) the
Amendment to the Amended Management Agreement dated August 8, 1995;
<PAGE>
Public Storage, Inc.
January 22, 1996
Page 3
and (8) such other instruments and documents related to the
organization and operation of the Company as we have deemed necessary or
appropriate.
In our review, we have assumed, with your consent, that all of the
representations and statements set forth in the documents we reviewed are true
and correct in all material respects, and that all of the obligations imposed by
any such documents on the parties thereto have been and will be performed or
satisfied substantially in accordance with their terms. Moreover, we have
assumed that the Company has been, and each of the Company, the Lock/Box
Company, PSCP and PSCC will be, operated substantially in the manner described
in the Registration Statement, the Ruling Requests, and the relevant articles of
incorporation and other organizational documents. We also have assumed the
genuineness of all signatures, the proper execution of all documents that are
executed, the authenticity of all documents submitted to us as originals, the
conformity to originals of documents submitted to us as copies, and the
authenticity of the originals from which any copies were made.
For the purposes of our opinion, we have not made an independent
investigation of the facts set forth in documents we reviewed or of
representations made by the Company. We consequently have assumed that the
information presented in such documents or otherwise furnished to us accurately
and completely describes all material facts relevant to our opinion. We also
have assumed for the purposes of this opinion that the Company is a validly
organized and duly incorporated corporation under the laws of the State of
California and that the provisions of the Shareholders' Agreement and Article IV
of the Amendment to the Company's Restated Articles of Incorporation are fully
enforceable in the manner set forth therein under the laws of the State of
California. In the event any of the statements, representations, or assumptions
upon which we have relied in rendering this opinion is incorrect or incomplete,
our opinion could be adversely affected and may not be relied upon.
<PAGE>
Public Storage, Inc.
January 22, 1996
Page 4
OPINIONS
Based upon the foregoing, and subject to the various assumptions,
limitations, and qualifications set forth in this letter, we are of the opinion
that:
the Company will continue to qualify as a REIT under sections 856
through 860 of the Code following the Merger SO LONG AS (A) the
Company has met at all times since the Merger and continues to meet
the stock ownership and gross income requirements applicable to REITs
and (B) either PSMI at the time of (and after giving effect to) the
Merger was not considered to have any current or accumulated earnings
and profits for tax purposes or the Company made distributions prior
to the end of 1995 in an amount sufficient to eliminate such earnings
and profits.
We are expressing our opinion only as to the specific matters set
forth in the preceding numbered paragraphs. With regard to whether the Company
will continue to qualify as a REIT following the Merger, we specifically are not
rendering an opinion as to whether the Company has satisfied or will continue to
satisfy the stock ownership and gross income requirements applicable to REITs
following the Merger or whether PSMI had current or accumulated earnings and
profits at the time of the Merger. For a discussion of certain of the
considerations associated with these issues, we direct your attention
specifically to the discussions of these matters contained in the Registration
Statement under the captions "Federal Income Tax Considerations--Consequences of
the Merger on the Company's Qualification as a REIT."
<PAGE>
Public Storage, Inc.
January 22, 1996
Page 5
* * * * * * * * * *
This opinion only represents and is based upon our best judgment
regarding the application of relevant current provisions of the Code and
interpretations of the foregoing as expressed in existing judicial decisions,
administrative regulations and published rulings and procedures. Our opinion,
however, is not binding upon the IRS or the courts, and there can be no
assurance that the IRS would not seek to assert a contrary position or that a
court would not agree with that contrary position. Furthermore, no assurance
can be given that future legislative, judicial or administrative changes, on
either a prospective or retroactive basis, would not adversely affect the
accuracy of the opinion expressed herein. We undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws. We undertake no obligation to update this opinion, or
to ascertain after the date hereof whether circumstances occurring after such
date may affect the conclusions set forth herein.
We hereby consent to the filing of our opinion, together with the
attachments thereto, as Exhibit 8.1 to the Registration Statement and to the
use of the name of our firm in the Registration Statement. In giving this
consent, however, we do not thereby admit that we are an "expert" within the
meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
Hogan & Hartson L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Prospectus of Public Storage, Inc., formerly Storage Equities, Inc. (included in
the Registration Statements on Form S-3 (Nos. 33- , 33-63947 and 33-54755)
for the registration of shares of its preferred stock, its depositary shares,
shares of its common stock and warrants for the purchase of its preferred stock
and common stock and to the incorporation by reference therein of our report
dated February 7, 1995, except for Note 13, for which the date is March 13, 1995
with respect to the consolidated financial statements and schedules of Storage
Equities, Inc. in its Annual Report on Form 10-K as amended by a Form 10-K/A
(Amendment No. 2) dated April 21, 1995 for the year ended December 31, 1994
filed with the Securities and Exchange Commission.
We also consent to the incorporation by reference of the following: (i) our
report dated February 24, 1995 with respect to the financial statements of
Public Storage Properties VII, Inc. which is included in the Registration
Statement on Form S-4 (No. 33-58893) of Storage Equities, Inc., (ii) our report
dated July 10, 1995 on the combined statements of assets, liabilities and
deficit of the property management and advisory businesses of Public Storage,
Inc. as of December 31, 1994 and 1993 and the related combined statements of
operations and cash flows for each of the three years in the period ended
December 31, 1994, and our report dated July 10, 1995 on the combined summaries
of historical information relating to real estate interests to be acquired for
each of the three years in the period ended December 31, 1994 which are included
in the Current Report on Form 8-K, as amended by a Form 8-K/A, each dated June
30, 1995, of Storage Equities, Inc., (iii) our report dated October 6, 1995 on
the combined statements of assets, liabilities and equity of the property
management and advisory businesses and real estate assets of Public Storage,
Inc. as of December 31, 1994 and 1993 and the related combined statements of
operations and cash flows for each of the three years in the period ended
December 31, 1994 which are included in the Current Report on Form 8-K dated
November 16, 1995, of Public Storage, Inc., each of which is incorporated by
reference in the Registration Statements on Form S-3 (Nos. 33- , 33-63947
and 33-54755) and related Prospectus.
ERNST & YOUNG LLP
Los Angeles, California
January 22, 1996
