As filed with the Securities and Exchange Commission on March 31, 1999
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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PUBLIC STORAGE, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
95-3551121
(I.R.S. Employer Identification No.)
701 Western Avenue
Glendale, California 91201-2397
(Address of Principal Executive Offices with Zip Code)
STORAGE TRUST REALTY
1994 SHARE INCENTIVE PLAN
(Full Title of the Plan)
HARVEY LENKIN
Public Storage, Inc.
701 Western Avenue
Glendale, California 91201-2397
(818) 244-8080
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With a copy to:
DAVID GOLDBERG, ESQ.
Public Storage, Inc.
701 Western Avenue
Glendale, California 91201-2397
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock, $.10 par
value per share 284,126 Shares $25.375<F1> $7,209,697.25<F1> $2,004.30
</TABLE>
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<F1> Estimated solely for the purpose of calculating the filing fee and,
pursuant to Rule 457(c), based on the average of the high and low prices
of the Common Stock on the New York Stock Exchange on March 30, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Public Storage, Inc. (the "Company"),
with the Securities and Exchange Commission are incorporated in this
Registration Statement by reference: (i) the Annual Report on Form 10-K for the
year ended December 31, 1998, (ii) the Current Reports on Form 8-K dated January
13, 1999 and March 4, 1999 and (iii) the description of the Company's Common
Stock, $.10 par value per share, contained in the Company's Registration
Statement on Form 8-A, effective June 30, 1981, as supplemented by the
description of the Company's Common Stock contained in the Prospectus dated
January 15, 1998 included in the Company's Registration Statement on Form S-3
(No. 333-41123).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference in this Registration Statement and shall
be a part thereof from the date of filing of those documents.
ITEM 4. DESCRIPTION OF SECURITIES
A description of the Company's Common Stock, $.10 par value per share,
is incorporated by reference under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINIONS
David Goldberg, Senior Vice President and General Counsel of the
Company, has delivered an opinion to the effect that the shares of Common Stock
covered by this Registration Statement will be legally issued, fully paid and
non-assessable. Mr. Goldberg owns 96,214 shares of the Company's Common Stock
and 600 shares of the Company's preferred stock and has options to acquire an
additional 166,167 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements and related schedule of the
Company for the year ended December 31, 1998 appearing in the Company's Annual
Report on Form 10-K have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report included in the Company's Annual Report
on Form 10-K and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended, provide that the
Company may indemnify the agents of the Company to the maximum extent permitted
under California law. The Company has also entered into indemnity agreements
with its management and non-management directors and executive officers. The
agreements permit the Company to indemnify directors and executive officers to
the maximum extent permitted under California law and prohibit the Company from
terminating its indemnification obligations as to acts or omissions of any
director or executive officer occurring before the termination. The
indemnification and limitations on liability permitted by the Articles of
Incorporation and the agreements are subject to the limitations set forth by
California law. The Company believes the indemnification agreements will assist
it in attracting and retaining qualified individuals to serve as directors and
executive officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index contained herein.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
to include any material information with respect to the Plan of
Distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<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-8 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 31st day of
March, 1999.
PUBLIC STORAGE, INC.
By: /s/ HARVEY LENKIN
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Harvey Lenkin, President
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.
Signature Capacity Date
--------- -------- ----
/s/ B. WAYNE HUGHES Chairman of the Board, March 31, 1999
_________________________ Chief Executive Officer
B. Wayne Hughes and Director (principal
executive officer)
/s/ HARVEY LENKIN
_________________________ President and Director March 31, 1999
Harvey Lenkin
/s/ B. WAYNE HUGHES, JR.
_________________________ Vice President and Director March 31, 1999
B. Wayne Hughes, Jr.
/s/ JOHN REYES Senior Vice President and
_________________________ Chief Financial Officer March 31, 1999
John Reyes principal financial officer
and principal accounting
officer)
/s/ ROBERT J. ABERNETHY
_________________________ Director March 31, 1999
Robert J. Abernethy
/s/ DANN V. ANGELOFF
_________________________ Director March 31, 1999
Dann V. Angeloff
/s/ WILLIAM C. BAKER
_________________________ Director March 31, 1999
William C. Baker
/s/ THOMAS J. BARRACK, JR.
_________________________ Director March 31, 1999
Thomas J. Barrack, Jr.
/s/ URI P. HARKHAM
_________________________ Director March 31, 1999
Uri P. Harkham
/s/ DANIEL C. STATON
_________________________ Director March 31, 1999
Daniel C. Staton
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of David Goldberg as to the legality of the
securities being registered. Filed herewith.
23.1 Consent of independent auditors. Filed herewith.
23.2 Consent of David Goldberg (included in Exhibit 5.1).
99.1 Storage Trust Realty 1994 Share Incentive Plan. Filed with
Storage Trust Realty's Annual Report on Form 10-K for the
year ended December 31, 1997 and incorporated herein by
reference.
99.2 Agreement and Plan of Merger among Storage Trust Realty,
Registrant and Newco Merger Subsidiary, Inc. dated as of
November 12, 1998. Filed with Registrant's Registration
Statement No. 333-68543 and incorporated herein by
reference.
99.3 Amendment No. 1 to Agreement and Plan of Merger among
Storage Trust Realty, Registrant, Newco Merger Subsidiary,
Inc. and STR Merger Subsidiary, Inc. dated as of January
19, 1999. Filed with Registrant's Registration Statement
No. 333-68543 and incorporated herein by reference.
Exhibit 5.1
DAVID GOLDBERG
Senior Vice President and General Counsel
701 Western Avenue
Glendale, California 91201-2397
March 31, 1999
Public Storage, Inc.
701 Western Avenue
Glendale, California 91201-2397
Gentlemen:
As Senior Vice President and General Counsel of Public Storage, Inc.
(the "Company"), I have examined the Registration Statement on Form S-8, which
is being filed by the Company on or about the date hereof with the Securities
and Exchange Commission (the "Registration Statement"), relating to the offer
and sale of up to 284,126 shares of the Company's Common Stock, par value $.10
per share (the "Securities"), pursuant to the Storage Trust Realty 1994 Share
Incentive Plan, as amended by the Agreement and Plan of Merger among Storage
Trust Realty, Registrant and Newco Merger Subsidiary, Inc. dated as of November
12, 1998, and Amendment No. 1 to Agreement and Plan of Merger among Storage
Trust Realty, Registrant, Newco Merger Subsidiary, Inc. and STR Merger
Subsidiary, Inc. dated as of January 19, 1999 (the "Plan").
I am familiar with the proceedings taken and proposed to be taken by
you relating to the authorization and issuance of the Securities in the manner
set forth in the Registration Statement and the Plan.
Subject to the taking of the contemplated proceedings in connection
with the foregoing matters, I am of the opinion that the Securities, when issued
and sold in the manner set forth in the Registration Statement and the Plan,
will be legally issued and outstanding, fully paid and non-assessable.
I hereby consent to the reference to me under the caption "Legal
Opinions" in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ DAVID GOLDBERG
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8 No. 333-____________) of Public Storage,
Inc. pertaining to the Storage Trust Realty 1994 Share Incentive Plan and to the
incorporation by reference therein of our report dated February 10, 1999 (except
for Note 10, as to which the report is dated March 10, 1999) with respect to the
consolidated financial statements and schedule of Public Storage, Inc. in its
Annual Report on Form 10-K for the year ended December 31, 1998 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Los Angeles, California
March 31, 1999
