SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ________ to ________
Commission File Number: 1-8389
PUBLIC STORAGE, INC.
--------------------
(Exact name of registrant as specified in its charter)
California 95-3551121
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Avenue, Glendale, California 91201-2397
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
--------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which registered
------------------- ---------------------
<S> <C>
10% Cumulative Preferred Stock, Series A, $.0l par value New York Stock Exchange
9.20% Cumulative Preferred Stock, Series B, $.0l par value New York Stock Exchange
Adjustable Rate Cumulative Preferred Stock, Series C, $.01 par value New York Stock Exchange
9.50% Cumulative Preferred Stock, Series D, $.0l par value New York Stock Exchange
10% Cumulative Preferred Stock, Series E, $.0l par value New York Stock Exchange
9.75% Cumulative Preferred Stock, Series F, $.0l par value New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-7/8% Cumulative
Preferred Stock, Series G, $.01 par value New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8.45% Cumulative
Preferred Stock, Series H, $.0l par value New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-5/8% Cumulative
Preferred Stock, Series I, $.01 par value New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative
Preferred Stock, Series J, $.01 par value New York Stock Exchange
8.25% Convertible Preferred Stock, $.0l par value New York Stock Exchange,
Pacific Exchange
Common Stock, $.l0 par value New York Stock Exchange,
Pacific Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
None
----
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X]Yes [ ]No
<PAGE>
Item 10. Directors and Executive Officers of the Company
-----------------------------------------------
Since November 1995, Public Storage, Inc. (the "Company") has been
self-administered and self-managed through a merger (the "PSMI Merger") with
Public Storage Management, Inc. ("PSMI").
Set forth below is information regarding the directors and executive
officers of the Company:
Name Positions
- ------------------ -------------------------------------------------
B. Wayne Hughes Chairman of the Board and Chief Executive Officer
Harvey Lenkin President and Director
B. Wayne Hughes, Jr. Vice President and Director
John Reyes Senior Vice President and Chief Financial Officer
Carl B. Phelps Senior Vice President
Obren B. Gerich Senior Vice President
Marvin M. Lotz Senior Vice President
David Goldberg Senior Vice President and General Counsel
A. Timothy Scott Senior Vice President and Tax Counsel
David P. Singelyn Vice President and Treasurer
Sarah Hass Vice President and Secretary
Robert J. Abernethy Director
Dann V. Angeloff Director
William C. Baker Director
Thomas J. Barrack, Jr. Director
Uri P. Harkham Director
B. Wayne Hughes, age 64, 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 Board and sole Chief Executive
Officer. Mr. Hughes has been Chairman of the Board and Chief Executive Officer
since 1990 of Public Storage Properties XX, Inc. ("Properties 20"), an
affiliated REIT. He was Chairman of the Board and Chief Executive Officer from
1990 until March 16, 1998 of Public Storage Properties XI, Inc., now known as PS
Business Parks, Inc. ("PSBP"), an affiliated REIT. From 1989-90 until the
respective dates of merger, he was Chairman of the Board and Chief Executive
Officer of Public Storage Properties VI, Inc., Public Storage Properties VII,
Inc., Public Storage Properties VIII, Inc., Public Storage Properties IX, Inc.,
Public Storage Properties X, Inc., Public Storage Properties XII, Inc., Public
Storage Properties XIV, Inc. ("Properties 14"), Public Storage Properties XV,
Inc. ("Properties 15"), Public Storage Properties XVI, Inc. ("Properties 16"),
Public Storage Properties XVII, Inc. ("Properties 17"), Public Storage
Properties XVIII, Inc. ("Properties 18"), Public Storage Properties XIX, Inc.
("Properties 19"), PS Business Parks, Inc., Partners Preferred Yield, Inc.,
Partners Preferred Yield II, Inc., Partners Preferred Yield III, Inc. and
Storage Properties, Inc. ("SPI") (collectively, the "Merged Public Storage
REITs"), affiliated REITs that were merged into the Company between September
1994 and June 1997. Mr. Hughes has been active in the real estate investment
field for over 25 years. He is the father of B. Wayne Hughes, Jr.
Harvey Lenkin, age 62, became President and a director of the Company
in November 1991. Mr. Lenkin has been employed by the Company for 20 years. He
has been President of Properties 20 since 1990. Mr. Lenkin has been a director
of PSBP since March 16, 1998 and was President of PSBP from 1990 until March 16,
1998. He was President of the Merged Public Storage REITs from 1989-90 until the
respective dates of merger and was also a director of SPI from 1989 until June
1996. Mr. Lenkin is a director of the National Association of Real Estate
Investment Trusts, Inc. (NAREIT).
B. Wayne Hughes, Jr., age 38, became a director of the Company on
January 6, 1998. He has been a Vice President - Acquisitions of the Company
since 1992. He is the son of B. Wayne Hughes.
John Reyes, age 37, a certified public accountant, joined the Company
in 1990 and was Controller of the Company from 1992 until December 1996 when he
became Chief Financial Officer. He became a Vice President of the Company in
November 1995 and a Senior Vice President of the Company in December 1996. From
1983 to 1990, Mr. Reyes was employed by Ernst & Young.
Carl B. Phelps, age 58, became a Senior Vice President of the Company
in January 1998 with overall responsibility for property acquisition and
development. From June 1991 until joining the Company, he was a partner in the
law firm of Andrews & Kurth, L.L.P., which performed legal services for the
Company. From December 1982 through May 1991, his professional corporation was a
partner in the law firm of Sachs & Phelps, then counsel to the Company.
Obren B. Gerich, age 59, a certified public accountant, has been a Vice
President of the Company since 1980 and became Senior Vice President of the
Company in November 1995. Mr. Gerich was Chief Financial Officer of the Company
until November 1991. He has been Vice President and Secretary of Properties 20
since 1990. Mr. Gerich was Vice President and Secretary of the Merged Public
Storage REITs from 1989-90 until the respective dates of merger.
Marvin M. Lotz, age 55, became a Senior Vice President of the Company
in November 1995. Mr. Lotz has had overall responsibility for the Company's
mini-warehouse operations since 1988 and had overall responsibility for the
Company's property acquisitions from 1983 until 1988.
David Goldberg, age 48, became Senior Vice President and General
Counsel of the Company in November 1995. Mr. Goldberg joined the Company's legal
staff in June 1991. From December 1982 until May 1991, he was a partner in the
law firm of Sachs & Phelps, then counsel to the Company.
A. Timothy Scott, age 46, became Senior Vice President and Tax Counsel
of the Company in November 1996. From June 1991 until joining the Company, he
practiced tax law as a shareholder of the law firm of Heller, Ehrman, White and
McAuliffe, counsel to the Company. Prior to June 1991, his professional
corporation was a partner in the law firm of Sachs & Phelps, then counsel to the
Company.
David P. Singelyn, age 36, a certified public accountant, has been
employed by the Company since 1989 and became Vice President and Treasurer of
the Company in November 1995. Mr. Singelyn was Vice President and Controller of
SPI from 1991 until June 1996. From 1987 to 1989, he was Controller of
Winchell's Donut Houses, L.P.
Sarah Hass, age 42, became Secretary of the Company in February 1992
and a Vice President of the Company in November 1995. She joined the Company's
legal department in June 1991. From 1987 until May 1991, her professional
corporation was a partner in the law firm of Sachs & Phelps, then counsel to the
Company, and from April 1986 until June 1987, she was associated with that firm,
practicing in the area of securities law. From September 1979 until September
1995, Ms. Hass was associated with the law firm of Rifkind & Sterling,
Incorporated.
Robert J. Abernethy, age 58, 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 Los Angeles County Metropolitan Transportation Authority
and a former member of the board of directors of the Metropolitan Water District
of Southern California.
Dann V. Angeloff, age 62, 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 the Company. Mr. Angeloff is the general
partner of a limited partnership that owns a mini-warehouse operated by the
Company and which secures a note owned by the Company. Mr. Angeloff has been a
director of the Company since its organization. He is a director of Compensation
Resource Group, Eagle Lifestyle Nutrition, Inc., Nicholas/Applegate Growth
Equity Fund, Nicholas/Applegate Investment Trust, ReadyPac Produce, Inc. and
Royce Medical Company. He was a director of SPI from 1989 until June 1996.
William C. Baker, age 64, a member of the Audit Committee, became a
director of the Company in November 1991. Since November 1997, Mr. Baker has
been Chairman of the Board and Chief Executive Officer of The Santa Anita
Companies, Inc., which operates the Santa Anita Racetrack and is a wholly-owned
subsidiary of Meditrust Operating Company. From August 1996 until November 1997,
he was Chairman of the Board and Chief Executive Officer of Santa Anita
Operating Company and Chairman of the Board of Santa Anita Realty Enterprises,
Inc., the companies which were merged with Meditrust in November 1997. 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. From January 1992 through December 1995, he was Chairman and
Chief Executive Officer of Carolina Restaurant Enterprises, Inc., a franchisee
of Red Robin International, Inc. Since 1991, he has been Chairman of the Board
of Coast Newport Properties, a real estate brokerage company. 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 Callaway Golf Company and Meditrust Operating
Company.
Thomas J. Barrack, Jr., age 50, became a director of the Company on
February 10, 1998. Mr. Barrack has been the Chairman and Chief Executive Officer
of Colony Capital, Inc. since September 1991. Colony Capital, Inc. is one of the
largest real estate investors in America, having acquired properties in the
U.S., Europe and Asia. Prior to founding Colony Capital, Inc., from 1987 to
1991, Mr. Barrack was a principal with the Robert M. Bass Group, Inc., the
principal investment vehicle for Robert M. Bass of Fort Worth, Texas. From 1985
to 1987, Mr. Barrack was President of Oxford Ventures, Inc., a Canadian-based
real estate development company. From 1984 to 1985 he was Senior Vice President
at E.F. Hutton Corporate Finance in New York. Mr. Barrack was appointed by
President Ronald Reagan as Deputy Under Secretary at the U.S. Department of the
Interior from 1982 to 1983. Mr. Barrack currently is a director of Continental
Airlines, Inc. and Virgin Entertainment Group, Ltd.
Uri P. Harkham, age 49, 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 registered class of the Company's equity securities ("10% owners"), 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, 1997, (i) Uri P. Harkham, a
director of the Company, filed one report on Form 5 which disclosed (in addition
to transactions that were timely reported) five transactions that were not
timely reported, (ii) Dann V. Angeloff, a director of the Company, filed one
report on Form 4 which disclosed (in addition to transactions that were timely
reported) one transaction that was not timely reported and (iii) B. Wayne
Hughes, an executive officer and director of the Company, filed one report on
Form 5 which disclosed (in addition to a transaction that was timely reported)
one transaction that was not timely reported.
Item 11. Executive Compensation
----------------------
Compensation of Executive Officers
- ----------------------------------
Prior to November 16, 1995, the effective date of the PSMI Merger (the
"Effective Date"), the Company did not pay cash compensation to its executive
officers (other than the directors' fees and expenses paid to Harvey Lenkin--see
"Compensation of Directors" below).
Prior to the Effective Date, the Company had an advisory contract with
Public Storage Advisers, Inc. (the "Adviser") pursuant to which the Company paid
advisory fees to the Adviser, and the Company had management agreements with
PSMI and Public Storage Commercial Properties Group, Inc. ("PSCP") pursuant to
which the Company paid fees to PSMI and PSCP. The Adviser, PSMI and (prior to
the Effective Date) PSCP were controlled by B. Wayne Hughes and members of his
family.
On the Effective Date, the Advisory Contract and the Management
Agreement were extinguished, and the Company became self-administered and
self-managed. Accordingly, beginning on the Effective Date, the Company began to
pay cash compensation to its executive officers.
The following table sets forth certain information concerning the
annual and long-term compensation paid to (i) B. Wayne Hughes, the Company's
Chief Executive Officer and the four most highly compensated persons who were
executive officers of the Company on December 31, 1997 (the "Named Executive
Officers") for 1997 and 1996 and (ii) B. Wayne Hughes for 1995 for the period
beginning on the Effective Date and ending on December 31, 1995 (the Company has
no executive officer who earned $100,000 or more from the Company for such
period).
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table <F1>
Long-Term
Annual Compensation Compensation
--------------------------------------------------- ------------
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus Compensation <F2> Options (#) Compensation <F3>
- ------------------ ---- ------ ----- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
B. Wayne Hughes 1997 $ 65,700<F4> -- $28,600 -- $1,900
Chairman of the Board
and Chief Executive 1996 78,500<F5> -- 23,900 -- 2,250
Officer
1995 10,100<F6> -- -- -- --
Harvey Lenkin 1997 246,300<F7> 150,500 <F8> -- 4,700
President
1996 248,050<F9> 150,500 <F8> 95,000 4,300
Marvin M. Lotz 1997 199,000 150,500 <F8> -- 4,700
Senior Vice President
1996 199,000 150,500 <F8> 135,000 4,300
David Goldberg 1997 175,000 150,500 <F8> -- 4,700
Senior Vice President
and General Counsel 1996 175,000 150,500 <F8> 95,000 4,300
A. Timothy Scott 1997 175,000 100,500 -- -- 4,700
Senior Vice President
and Tax Counsel 1996 29,200<F10> 17,100 -- 50,000 800
- --------------
<FN>
<F1> Includes compensation paid by the Company and certain affiliated entities
(PSBP, Properties 20 and the Merged Public Storage REITs).
<F2> Other Annual Compensation consists solely of use of a company car.
<F3> All Other Compensation consists solely of employer contributions to the
Public Storage Profit Sharing Plan and Trust.
<F4> Includes $60,000 paid by the Company (see "Employment Agreement" below)
and $5,700 paid by PSBP, Properties 20 and the Merged Public Storage
REITs.
<F5> Includes $60,000 paid by the Company and $18,500 paid by PSBP, Properties
20 and the Merged Public Storage REITs.
<F6> For the period November 16, 1995 through December 31, 1995. Includes
$7,500 paid by the Company and $2,600 paid by PSBP, Properties 20 and the
Merged Public Storage REITs.
<F7> Includes $191,900 of salary and $21,300 of directors' fees and meeting
fees (see "Compensation of Directors" below) paid by the Company and
$33,100 of salary paid by PSBP, Properties 20 and the Merged Public
Storage REITs.
<F8> Value is not included because it did not exceed 10% of the annual salary
and bonus of the individual for the years indicated.
<F9> Includes $124,400 of salary and $23,050 of directors' fees and meeting
fees paid by the Company and $100,600 of salary paid by PSBP, Properties
20 and the Merged Public Storage REITs.
<F10> For the period November 1, 1996 through December 31, 1996.
</FN>
</TABLE>
No options to purchase shares of Common Stock were granted to the Named
Executive Officers during 1997.
<PAGE>
The following table sets forth certain information concerning exercised
and unexercised options held by the Named Executive Officers at December 31,
1997.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
---------------------------------------------------------------------------------
Number of Value of Unexercised
Shares Securities Underlying In-the-Money
Acquired Value Unexercised Options Options at
Name on Exercise(#) Realized($) at December 31, 1997 December 31, 1997<F1>
---- -------------- ----------- ---------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
B. Wayne Hughes -- -- -- -- -- --
Harvey Lenkin -- -- 56,666 68,334 $ 623,327 $ 616,673
Marvin M. Lotz 10,000 $196,250 92,500 95,000 1,130,625 870,000
David Goldberg -- -- 89,166 68,334 1,201,452 616,673
A. Timothy Scott -- -- 16,666 33,334 97,913 195,837
- --------------
<FN>
<F1> Based on closing price of $29.375 per share of Common Stock on December
31, 1997, as reported by the New York Stock Exchange. On April 21, 1998,
the closing price per share of Common Stock as reported by the New York
Stock Exchange was $30.6875.
</FN>
</TABLE>
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. The policy of the Company is to reimburse directors for
reasonable expenses. Directors who are not officers or employees of the Company
("Outside Directors") also receive grants of options under the Company's 1996
Stock Option and Incentive Plan (and B. Wayne Hughes and Harvey Lenkin are
eligible to receive grants of options and/or restricted stock thereunder) as
described below. Under the 1996 Stock Option and Incentive Plan, each new
Outside Director is, upon the date of his or her initial election to serve as an
Outside Director, automatically granted non-qualified options to purchase 15,000
shares of Common Stock. In addition, after each annual meeting of shareholders,
each Outside Director then duly elected and serving is 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.
Employment Agreement
- --------------------
B. Wayne Hughes, the Chairman of the Board and Chief Executive Officer
of the Company, entered into an employment agreement with the Company in
November 1995 in connection with the PSMI Merger. This agreement is for a term
of five years and provides for annual compensation of $60,000.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a compensation committee. The Company's stock
option and incentive plans, under which executive officers are eligible to
receive options and/or restricted stock, are administered by the Audit
Committee. The members of the Audit Committee are Robert J. Abernethy and
William C. Baker.
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 Properties 20. During 1997, Mr. Hughes was a director and
the chief executive officer of PSBP (and during part of 1997, Mr. Hughes was a
director and the chief executive officer of Properties 14, Properties 15,
Properties 16, Properties 17, Properties 18 and Properties 19). Neither
Properties 20 nor PSBP has (nor did Properties 14, Properties 15, Properties 16,
Properties 17, Properties 18 or Properties 19 have) a compensation committee.
<PAGE>
Certain Relationships and Related Transactions
- ----------------------------------------------
Mergers with Related Companies. During 1997, six of the Merged Public
Storage REITs were merged with and into the Company. The Company's executive
officers and members of their families received the following consideration in
five of these mergers:
Merger Consideration Received
by the Company's Executive
Officers and Family Members
-----------------------------
Shares of the
Name of Merged Date of Merger Company's
Public Storage REIT into the Company Common Stock Cash
------------------- ---------------- ------------- -------
Properties 14 April 11, 1997 37,272 --
Properties 15 April 11, 1997 139,096 $15,000
Properties 16 June 24, 1997 155,087 20,000
Properties 17 June 24, 1997 46,873 --
Properties 19 June 24, 1997 3,685 --
Each of these mergers was approved by the shareholders and the
disinterested directors of the respective Merged Public Storage REIT and the
disinterested directors of the Company.
On March 17, 1998, American Office Park Properties, Inc. ("AOPP"), a
subsidiary of the Company, merged into Public Storage Properties XI, Inc., which
was renamed PS Business Parks, Inc. ("PSBP"), pursuant to an Amended and
Restated Agreement and Plan of Reorganization dated as of December 17, 1997
among Public Storage Properties XI, Inc., AOPP and the Company. Concurrently
with the merger, PSBP exchanged 13 predominantly mini-warehouse properties for
11 commercial properties owned by the Company. In the merger, B. Wayne Hughes
received 113,931 shares of PSBP's common stock (formerly common stock series A)
in exchange for his shares of PSBP's common stock series B and C, and the other
executive officers of the Company received an aggregate of 18,030 shares of
PSBP's common stock in exchange for their shares of AOPP's common stock. In
addition, options to purchase shares of AOPP common stock held by executive
officers of the Company were assumed by PSBP in the merger and converted into
options to purchase an aggregate of 37,557 shares of PSBP's common stock. PSBP's
common stock (formerly common stock series A) is traded on the American Stock
Exchange.
In February 1998, the Company and Properties 20 agreed, subject to
certain conditions, to merge. Upon the merger, each outstanding share of
Properties 20 common stock series A (other than shares held by the Company or by
holders of Properties 20 common stock series A ("Properties 20 Series A
Shareholders") who have properly exercised dissenters' rights under California
law ("Properties 20 Dissenting Shares")) would be converted into the right to
receive cash, the Company's Common Stock or a combination of the two, as
follows: (i) with respect to a certain number of shares of Properties 20 common
stock series A (not to exceed 20% of the outstanding Properties 20 common stock
series A, less any Properties 20 Dissenting Shares), upon a Properties 20 Series
A Shareholder's election, $22.57 in cash, subject to reduction as described
below or (ii) that number (subject to rounding) of shares of the Company's
Common Stock determined by dividing $22.57, subject to reduction as described
below, by the average of the per share closing prices on the New York Stock
Exchange ("NYSE") of the Company's Common Stock during the 20 consecutive
trading days ending on the fifth trading day prior to the special meeting of the
shareholders of Properties 20. The consideration paid by the Company to the
Properties 20 Series A Shareholders in the merger will be reduced by the amount
of cash distributions required to be paid by Properties 20 to the Properties 20
Series A Shareholders prior to completion of the merger (estimated at $.93 per
share) in order to satisfy Properties 20's REIT distribution requirements
("Properties 20 Required REIT Distributions"). The consideration received by the
Properties 20 Series A Shareholders in the merger, however, along with any
Properties 20 Required REIT Distributions, will not be less than $22.57 per
share of Properties 20 common stock series A, which amount represents the
interest of the Properties 20 Series A Shareholders in the market value of
Properties 20's real estate assets at October 1, 1997 (based on an independent
appraisal) and the interest of the Properties 20 Series A Shareholders in the
estimated value of its other assets at April 30, 1998. Additional distributions
would be made to the Properties 20 Series A Shareholders to cause Properties
20's estimated net asset value allocable to the Properties 20 Series A
Shareholders as of the date of the merger to be substantially equivalent to
$22.57 per share. Upon the merger, each share of Properties 20 common stock
series B and common stock series C would be converted into the right to receive
$10.90 in the Company's Common Stock (valued as in the case of the Properties 20
common stock series A) plus any Properties 20 Required REIT distributions
payable to the holders of the Properties 20 common stock series B (estimated at
$.93 per share). The Properties 20 common stock held by the Company will be
canceled in the merger. The merger was approved by the disinterested directors
of Properties 20 and the disinterested directors of the Company and is
conditioned on, among other requirements, approval by the shareholders of
Properties 20. Properties 20's common stock series A is listed on the American
Stock Exchange. Properties 20's common stock series B and C is owned by the
Company and B. Wayne Hughes. Properties 20 owns seven mini-warehouses. There are
860,734 shares of Properties 20 common stock series A and 348,291 shares of
Properties 20 common stock series B and C. The Company is Properties 20's
mini-warehouse property operator. The Company owns 24.0% of the total combined
shares of Properties 20 common stock series A, B and C (the "Total Properties 20
Common Stock"). B. Wayne Hughes owns 5.8% of the Total Properties 20 Common
Stock.
Purchase of Partnership Interests from Affiliate. In March 1998, a
wholly-owned subsidiary of the Company acquired by merger the capital stock of
HFAC One, Inc. ("HFAC One") and HFAC Three, Inc. ("HFAC Three"), California
corporations which were owned by B. Wayne Hughes, trustee of B.W. Hughes Living
Trust. HFAC One and HFAC Three owned collectively equity interests in a total of
21 partnerships. The aggregate price for the capital stock of HFAC One and HFAC
Three was 853,700 shares of the Company's Common Stock. The transaction was
approved by the Company's disinterested directors.
Option to Acquire Partnership Interests from Affiliates. The Company is
the general partner of Public Storage Partners II, a California limited
partnership ("Properties 2") and the Company and B. Wayne Hughes are the general
partners of Public Storage Properties IV, a California limited partnership
("Properties 4") and Public Storage Properties V, a California limited
partnership ("Properties 5"). In 1997 and 1998 (through January 1998), a
corporation wholly owned by B. Wayne Hughes ("BWH Corp.") and Tamara L. Hughes,
an adult daughter of B. Wayne Hughes, granted to the Company options to acquire
from BWH Corp. or Tamara Hughes, as applicable, limited partnership units
("Units") in each of these partnerships as follows:
<PAGE>
<TABLE>
<CAPTION>
Date Option Name of Number of Units Aggregate Exercise
Granted Partnership Subject to Option Price of Option Date Option Exercisable
- --------------- --------------- ------------------ ---------------------- -----------------------
<S> <C> <C> <C> <C>
7/1/97 Properties 2 242 Units $ 66,364 plus costs at any time after 7/1/98
5/2/97 Properties 4 5,453 Units 2,357,901 plus costs at any time after 5/2/98
7/1/97 Properties 4 124 Units 55,428 plus costs at any time after 7/1/98
10/1/97 Properties 4 108 Units 48,276 plus costs at any time after 10/1/98
1/1/98 Properties 4 50 Units 22,350 plus costs at any time after 1/1/99
5/2/97 Properties 5 6,067 Units 2,761,083 plus costs at any time after 5/2/98
7/1/97 Properties 5 65 Units 29,835 plus costs at any time after 7/1/98
10/1/97 Properties 5 24 Units 11,016 plus costs at any time after 10/1/98
1/1/98 Properties 5 56 Units 25,704 plus costs at any time after 1/1/99
</TABLE>
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
purchased by 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) and (b) 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 New York Stock Exchange for a specified period
prior to the closing of the sale of the shares. No Director and Officer Shares
were purchased in 1997. The Company may terminate the offering of the Director
and Officer Shares at any time in its discretion.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
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:
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
-------------------------------
Number Percent
Name and Address of Shares of Class
- ---------------- --------- --------
<S> <C> <C>
B. Wayne Hughes, 38,046,163 33.8%
B. Wayne Hughes, Jr.,
Parker Hughes Trust No. 2,
Tamara L. Hughes,
PS Orangeco, Inc., a California corporation ("PSOI")
701 Western Avenue,
Glendale, California 91201-2397,
PS Insurance Company, Ltd., a
Bermuda corporation ("PSIC")
41 Cedar Avenue
Hamilton, Bermuda <F1>
FMR Corp. 10,778,155 9.6%
82 Devonshire Street
Boston, Massachusetts 02109 <F2>
Cohen & Steers Capital Management, Inc. 7,294,800 6.5%
757 Third Avenue
New York, New York 10017 <F3>
- ----------------
<FN>
<F1> This information is as of April 1, 1998. The reporting persons listed
above (the "Reporting Persons") have filed a joint Schedule 13D, amended
as of June 24, 1997. The number of shares of Common Stock beneficially
owned by the Reporting Persons at April 1, 1998 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. The common stock of PSOI (representing approximately 5% of the
equity) is owned one-third each by B. Wayne Hughes, Tamara L. Hughes (an
adult daughter of B. Wayne Hughes) and B. Wayne Hughes, Jr. (an adult son
of B. Wayne Hughes), and the non-voting preferred stock of PSOI
(representing approximately 95% of the equity) is owned by the Company.
The stock of PSIC is owned approximately 45% by B. Wayne Hughes, 47% by
Tamara L. Hughes and 8% by B. Wayne Hughes, Jr. Tamara L. Hughes is the
trustee of Parker Hughes Trust No. 2. 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, Tamara L. Hughes
and B. Wayne Hughes, Jr. share voting and dispositive power with respect
to the 30,777 shares owned by PSOI, and B. Wayne Hughes and Tamara L.
Hughes share voting and dispositive power with respect to the 301,032
shares owned by PSIC. B. Wayne Hughes disclaims beneficial ownership of
the shares owned by B. Wayne Hughes, Jr., Parker Hughes Trust No. 2 and
Tamara L. Hughes (Tamara L. Hughes beneficially owns an aggregate of
16,733,399 shares (exclusive of the shares owned by PSOI and PSIC) or
approximately 14.9% of the shares of Common Stock outstanding (or deemed
to be outstanding) as of April 1, 1998). Each of the other Reporting
Persons disclaims beneficial ownership of the shares owned by any other
Reporting Person.
The above table does not include 7,000,000 shares of the Company's Class
B Common Stock which are owned by B. Wayne Hughes, Jr. and Tamara L.
Hughes. The Class B Common Stock is convertible into Common Stock on a
share-for-share basis upon satisfaction of certain conditions, but in no
event earlier than January 1, 2003.
<F2> This information is as of February 28, 1998 and is based on a Schedule
13G (Amendment No. 4) filed by FMR Corp. (except that the percent shown
in the table is based on the shares of Common Stock outstanding at April
1, 1998). As of February 28, 1998, FMR Corp. beneficially owned
10,778,155 shares of Common Stock. This number includes 9,801,900 shares
beneficially owned by Fidelity Management & Research Company, as a result
of its serving as investment adviser to several investment companies
registered under Section 8 of the Investment Company Act of 1940, and
974,255 shares beneficially owned by Fidelity Management Trust Company,
as a result of its serving as investment manager of various institutional
accounts. FMR Corp. has sole voting power with respect to 893,255 shares
and sole dispositive power with respect to 10,778,155 shares.
<F3> This information is as of December 31, 1997 and is based on a Schedule
13G (Amendment No. 1) filed by Cohen & Steers Capital Management, Inc.
(except that the percent shown in the table is based on the shares of
Common Stock outstanding at April 1, 1998). As of December 31, 1997,
Cohen & Steers Capital Management, Inc. beneficially owned 7,294,800
shares of Common Stock. Cohen & Steers Capital Management, Inc. has sole
voting power with respect to 6,375,000 shares and sole dispositive power
with respect to 7,294,800 shares.
</FN>
</TABLE>
Security Ownership of Management
- --------------------------------
The following table sets forth information as of April 1, 1998
concerning the beneficial ownership of Common Stock of each director of the
Company, the Company's Chief Executive Officer, the four most highly compensated
persons who were executive officers of the Company on December 31, 1997 and all
directors and executive officers of the Company as a group:
<PAGE>
Shares of Common Stock:
Beneficially Owned(1)
Shares Subject to Options(2)
Shares Issuable Upon Conversion
of Convertible Preferred Stock(3)
----------------------------------
Name Number of Shares Percent
---- ------------------------ -------
B. Wayne Hughes 20,304,661(1)(4) 18.0%
Harvey Lenkin 596,085(1)(5) 0.5%
88,333(2) *
4,040(3) *
---------- -----
688,458 0.6%
B. Wayne Hughes, Jr. 1,006,631(1)(6) 0.9%
1,472(3) *
---------- -----
1,008,103 0.9%
Robert J. Abernethy 65,185(1) *
14,999(2) *
---------- -----
80,184 *
Dann V. Angeloff 81,500(1)(7) *
4,999(2) *
---------- -----
86,499 *
William C. Baker 30,000(1) *
4,999(2) *
---------- -----
34,999 *
Thomas J. Barrack, Jr. 2,619,893(1)(8) 2.3%
Uri P. Harkham 479,023(1)(9) 0.4%
3,999(2) *
---------- -----
483,022 0.4%
David Goldberg 87,865(1)(10) *
114,167(2) 0.1%
1,682(3) *
---------- -----
203,714 0.2%
Marvin M. Lotz 70,939(1)(11) *
127,500(2) 0.1%
---------- -----
198,439 0.2%
A. Timothy Scott 16,666(2) *
3,367(3) *
---------- -----
20,033 *
All Directors and Executive 25,490,431(1)(4)(5)(6)(7)
Officers as a Group (16 persons) (8)(9)(10)(11)(12) 22.6%
512,626(2) 0.5%
22,850(3) *
---------- -----
26,025,907 23.0%
- ---------------
* Less than 0.1%
(1) Shares of Common Stock beneficially owned as of April 1, 1998. 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 April 1, 1998, and portion of which will
be vested within 60 days of April 1, 1998, of shares of Common Stock
subject to options granted to the named individuals or the group pursuant
to the Company's stock option and incentive plans.
(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 April 1, 1998 by the named individuals or the group.
(4) Includes 19,921,249 shares held of record by the B. W. Hughes Living
Trust as to which Mr. Hughes has voting and investment power, 1,428 and
1,423 shares, held by custodians of IRAs for Mr. Hughes and Mrs. Kathleen
Hughes as to which each has investment power, 5,389 shares held by Mrs.
Hughes as to which she has investment power and 43,363 shares held by
Mrs. Hughes as custodian FBO Parker Hughes Trust dated 3/7/91. Also
includes 30,777 shares held of record by PSOI as to which Mr. Hughes,
Tamara L. Hughes and B. Wayne Hughes, Jr. share voting and dispositive
power and 301,032 shares held of record by PSIC as to which Mr. Hughes
and Tamara L. Hughes share voting and dispositive power.
(5) Includes 1,249 and 734 shares, held by custodians of IRAs for Mr. Lenkin
and Mrs. Lenkin as to which each has investment power, 300 shares held by
Mrs. Lenkin, 574 and 150 shares, held by Mrs. Lenkin as custodian for two
sons and 100 shares held by a custodian of an IRA 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 1,231 and 214 shares, held by custodians of IRAs for Mr. Hughes,
Jr. and Mrs. Hughes, Jr. as to which each has investment power, 344
shares held by Mrs. Hughes, Jr., 5,967 and 2,960 shares, held by Mr.
Hughes, Jr. as custodian for a daughter and a son, 5,018 shares held by
Mrs. Hughes, Jr. as custodian for a daughter and 1,348 shares held by Mr.
Hughes, Jr. and Tamara L. Hughes - Separate Property. Excludes 30,777
shares held of record by PSOI as to which Mr. Hughes, Jr. shares voting
and dispositive power; such shares are included under Mr. Hughes above
(see footnote 4).
(7) Includes 6,000 shares held by a custodian of an IRA for Mr. Angeloff,
3,000 shares held by Mr. Angeloff as trustee of Angeloff's Children Trust
and 70,500 shares held by Mr. Angeloff as trustee of Angeloff Family
Trust.
(8) Shares held of record by Colony PSA, LLC, a limited liability company of
which Mr. Barrack is a controlling member.
(9) Includes 65,057 shares held by Mr. Harkham as trustee of Harkham
Industries Profit Sharing Plan, 338,868 shares held by Harkham
Industries, Inc. (dba Jonathan Martin, Inc.), a corporation wholly owned
by Mr. Harkham, 59,532 shares held by Mr. Harkham as trustee of Uri
Harkham Trust, 1,440 shares held by a custodian of an IRA for Mr. Harkham
as to which he has investment power, 3,102, 3,177, 2,750, 1,950 and 2,050
shares, held by Mr. Harkham as custodian for five of his children and 97
shares held by a custodian of an IRA for a son.
(10) Includes 6,358 shares held by a custodian of an IRA for Mr. Goldberg and
3,419 shares held by David Goldberg Profit Sharing Plan. Excludes 540,000
shares held of record by the PSI Plan as to which Mr. Goldberg, as a
member of the PSI Plan's Advisory Committee, shares the power to direct
voting and disposition; such shares are included under Mr. Lenkin above
(see footnote 5).
(11) Includes 12,326 and 1,126 shares held by custodians of IRAs for Mr. Lotz.
(12) 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.
The following tables set forth information as of April 1, 1998
concerning the remaining security ownership of each director of the Company, the
Company's Chief Executive Officer, the four most highly compensated persons who
were executive officers of the Company on December 31, 1997, and all directors
and executive officers of the Company as a group:
<PAGE>
<TABLE>
<CAPTION>
Shares of 9.20%
Shares of 8.25% Convertible Shares of 10% Cumulative Cumulative Preferred
Preferred Stock Preferred Stock, Series A Stock, Series B
Beneficially Owned <F1> Beneficially Owned <F1> Beneficially Owned <F1>
--------------------------- ------------------------- -----------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
B. Wayne Hughes - - - - - -
Harvey Lenkin 2,400 <F1><F2> 0.1% 1,000 <F1> * 1,600 <F1> *
B. Wayne Hughes, Jr. 875 <F1><F3> * - - 400 <F1><F6> *
Robert J. Abernethy - - - - 225 *
Dann V. Angeloff - - - - - -
William C. Baker - - - - - -
Thomas J. Barrack, Jr. - - - - - -
Uri P. Harkham - - - - - -
David Goldberg 1,000 <F1><F4> * - - - -
Marvin M. Lotz - - - - - -
A. Timothy Scott 2,000 <F1> * - - - -
All Directors and Executive 13,575 <F1><F2> 0.6% 6,160 <F1><F5> 0.3% 6,225 <F1><F5> 0.3%
Officers as a Group <F3><F4><F5>
(16 persons)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares of Adjustable Rate Shares of 9.50% Shares of 10%
Cumulative Preferred Stock, Cumulative Preferred Stock, Cumulative Preferred
Series C Series D Beneficially Stock, Series E
Beneficially Owned <F1> Owned <F1> Beneficially Owned <F1>
--------------------------- --------------------------- -----------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
B. Wayne Hughes - - - - - -
Harvey Lenkin - - - - 893 <F1> *
B. Wayne Hughes, Jr. - - - - - -
Robert J. Abernethy - - - - - -
Dann V. Angeloff - - - - - -
William C. Baker - - - - - -
Thomas J. Barrack, Jr. - - - - - -
Uri P. Harkham - - - - - -
David Goldberg 600 <F1><F7> * - - - -
Marvin M. Lotz - - - - - -
A. Timothy Scott - - - - - -
All Directors and Executive 600 <F1><F7> * 7,300 <F1><F5> 0.6% 15,193 <F1><F5> 0.7%
Officers as a Group
(16 persons)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Depositary Shares, Depositary Shares,
Each Representing Each Representing
1/1,000 of a Share of 1/1,000 of a Share
Shares of 9.75% 8-7/8% Cumulative of 8.45% Cumulative
Cumulative Preferred Preferred Stock, Preferred Stock,
Stock, Series F Series G Series H Class B Common Stock
Beneficially Owned <F1> Beneficially Owned<F1> Beneficially Owned<F1> Beneficially Owned<F1>
----------------------- ---------------------- ---------------------- ----------------------
Number Number Number Number
of Shares Percent of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
B. Wayne Hughes - - - - - - - -
Harvey Lenkin - - - - - - - -
B. Wayne Hughes, Jr. - - - - - - 3,204,758<F1> 45.8%
Robert J. Abernethy - - - - - - - -
Dann V. Angeloff - - - - - - - -
William C. Baker - - - - - - - -
Thomas J. Barrack, Jr. - - - - - - - -
Uri P. Harkham - - - - - - - -
David Goldberg - - - - - - - -
Marvin M. Lotz - - - - - - - -
A. Timothy Scott - - - - - - - -
All Directors and 9,550<F1><F5> 0.4% 8,000<F1><F5> 0.1% 8,000<F1><F5> 0.1% 3,204,758<F1> 45.8%
Executive Officers
as a Group (16 persons)
- -----------------
* Less than 0.1%
<FN>
<F1> 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, 9.50% Cumulative Preferred
Stock, Series D, 10% Cumulative Preferred Stock, Series E, 9.75%
Cumulative Preferred Stock, Series F, Depositary Shares, each
representing 1/1,000 of a Share of 8-7/8% Cumulative Preferred Stock,
Series G, Depositary Shares, each representing 1/1,000 of Share of 8.45%
Cumulative Preferred Stock, Series H, or Class B Common Stock, as
applicable, beneficially owned as of April 1, 1998. 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.
<F2> Includes 100 shares held by Mrs. Lenkin and 300 shares held by Mrs.
Lenkin as custodian for a son.
<F3> Includes 350 shares held by Mr. Hughes, Jr. as custodian for a daughter
and 525 shares held by Mrs. Hughes, Jr. as custodian for a daughter.
<F4> Includes 500 shares held by a custodian of an IRA for Mr. Goldberg and
500 shares held by David Goldberg Profit Sharing Plan.
<F5> 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.
<F6> Shares held by Mr. Hughes, Jr. and Tamara L. Hughes - Separate Property.
<F7> Includes 500 shares held by a custodian of an IRA for Mr. Goldberg and
100 shares held by David Goldberg Profit Sharing Plan.
</FN>
</TABLE>
As of April 1, 1998, the directors and executive officers of the
Company did not own any shares of the Company's Depositary Shares, each
representing 1/1,000 of a Share of 8-5/8% Cumulative Preferred Stock, Series I,
Depositary Shares, each representing 1/1,000 of a Share of 8% Cumulative
Preferred Stock, Series J or Equity Stock, Series A.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
See "Compensation Committee Interlocks and Insider Participation --
Certain Relationships and Related Transactions" under Item 11.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
PUBLIC STORAGE, INC.
(Registrant)
Dated: April 23, 1998 By: /s/ Sarah Hass
------------------------
Name: Sarah Hass
Title: Vice President
