SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
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Commission File Number: 1-8389
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PUBLIC STORAGE, INC.
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(Exact name of registrant as specified in its charter)
California 95-3551121
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Avenue, Glendale, California 91201-2397
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080.
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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, $.01 par value........................ New York Stock Exchange
9.20% Cumulative Preferred Stock, Series B, $.01 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, $.01 par value...................... New York Stock Exchange
10% Cumulative Preferred Stock, Series E, $.01 par value........................ New York Stock Exchange
9.75% Cumulative Preferred Stock, Series F, $.01 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, $.01 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
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative
Preferred Stock, Series K, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative
Preferred Stock, Series L, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8.75% Cumulative
Preferred Stock, Series M, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A,
$.01 par value............................................................. New York Stock Exchange
Common Stock, $.10 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>
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]
The aggregate market value of the voting stock held by non - affiliates of the
registrant as of March 15, 2000:
Common Stock, $0.10 Par Value - $1,762,899,285 (computed on the basis of
$21-3/16 per share which was the reported closing sale price of the Company's
Common Stock on the New York Stock Exchange on March 15, 2000).
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series
A, $.01 Par Value - $55,823,578 (computed on the basis of $19-1/16 per share
which was the reported closing sale price of the Depositary Shares Each
Representing 1/1,000 of a Share of Equity Stock, Series A on the New York Stock
Exchange on March 15, 2000)
The number of shares outstanding of the registrant's classes of common stock as
of March 15, 2000:
Common Stock, $.10 Par Value - 125,412,257 shares
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Class B Common Stock, $.10 Par Value - 7,000,000 shares
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Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series
- --------------------------------------------------------------------------------
A, $.01 Par Value - 4,300,555 depositary shares (representing 4,300.555 shares
- --------------------------------------------------------------------------------
of Equity Stock, Series A)
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Equity Stock, Series AA, $.01 Par Value - 225,000 shares
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Equity Stock, Series AAA, $.01 Par Value - 4,289,544 shares
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement to be filed in connection with the
annual shareholders' meeting to be held in 2000 are incorporated by reference
into Part III.
2
<PAGE>
PART I
ITEM 1. BUSINESS
FORWARD LOOKING STATEMENTS
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When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Company to be materially
different from those expressed or implied in the forward looking statements.
Such factors include the impact of competition from new and existing storage and
commercial facilities, which could impact rents and occupancy levels at the
Company's facilities; the Company's ability to evaluate, finance and integrate
acquired and developed properties into the Company's existing operations; the
Company's ability to effectively compete in the markets that it does business
in; the impact of the regulatory environment as well as national, state, and
local laws and regulations including, without limitation, those governing Real
Estate Investment Trusts; the acceptance by consumers of the Pickup and Delivery
concept; the impact of general economic conditions upon rental rates and
occupancy levels at the Company's facilities; and the availability of permanent
capital at attractive rates.
GENERAL
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Public Storage, Inc. (the "Company") is an equity real estate
investment trust ("REIT") organized as a corporation under the laws of
California on July 10, 1980. We are a fully integrated, self-administered and
self-managed real estate investment trust ("REIT") that acquires, develops, owns
and operates storage facilities. We are the largest owner and operator of
storage space in the United States with direct and indirect equity investments
in 1,330 storage facilities containing approximately 78.8 million square feet of
net rentable space at December 31, 1999. We also have a significant ownership in
PS Business Parks, Inc. and its operating partnership, which, as of December 31,
1999, owned 125 commercial properties containing approximately 12.4 million
rentable square feet of space.
We have elected to be taxed as a REIT under the Internal Revenue Code
of 1986, as amended. To the extent that the Company continues to qualify as a
REIT, it will not be subject to tax, with certain limited exceptions, on the
taxable income that is distributed to our shareholders.
MANAGEMENT
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Our senior management team is headed by B. Wayne Hughes (66), who is
Chairman and Chief Executive Officer. Mr. Hughes established the Public Storage
Organization in 1972 and has successfully managed the Company through several
market cycles. Our executive management includes: Harvey Lenkin (63), President;
John Reyes (39), Senior Vice President and Chief Financial Officer; Carl B.
Phelps (61), Senior Vice President - Real Estate; and Marvin M. Lotz (57),
Senior Vice President - Operations.
Our senior management has a significant ownership position in the
Company with executive officers, directors and their families owning
approximately 42.2 million shares or 33.7% of the common stock as of March 15,
2000.
INVESTMENT OBJECTIVE
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Our primary objective is to maximize shareholder value through internal
growth (by increasing funds from operations and cash available for distribution)
and acquisitions of additional real estate investments. We believe that our
access to capital, geographic diversification and operating efficiencies
resulting from our size will enhance our ability to achieve this objective.
3
<PAGE>
COMPETITION
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Competition in the market areas in which we operate is significant and
affects the occupancy levels, rental rates and operating expenses of certain of
our facilities. Recent increases in development of storage facilities are
intensifying the competition among storage operators in many market areas in
which we operate.
In seeking investments, we compete with a wide variety of institutions
and other investors. An increase in the amount of funds available for real
estate investments may increase competition for ownership of interests in
facilities and may reduce yields.
We believe that the significant operating and financial experience of
our executive officers and directors, combined with the Company's capital
structure, national investment scope, geographic diversity, economies of scale
and the "Public Storage" name, should enable us to continue to compete
effectively with other entities.
In recent years consolidation has occurred in the fragmented storage
industry. In addition to the Company, there are three other publicly traded
REITs and numerous private regional and local operators operating in the storage
industry. We believe that we are well positioned to capitalize on this
consolidation trend due to our demonstrated access to capital and national
presence.
BUSINESS ATTRIBUTES
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Our facilities are part of a comprehensive distribution system
encompassing standardized procedures, integrated reporting and information
networks and centralized marketing. This distribution system is designed to
maximize revenue through pricing and occupancy. In addition, the Company's
subsidiaries are able to generate incremental revenue from sales of ancillary
products such as truck rentals, locks, boxes and most recently portable storage.
The distribution system was significantly enhanced during 1996 with the
introduction and implementation of the national telephone reservation center and
new facility management software.
NATIONAL TELEPHONE RESERVATION SYSTEM: Commencing in early 1996, we
began to implement a national telephone reservation system designed to provide
added customer service and maximize utilization of available storage space.
Customers calling, either the toll-free telephone referral system, (800)
44-STORE, or a storage facility, are directed to the national reservation
system. A representative discusses with the customer space requirements, price
and location preferences and also informs the customer of other products and
services provided by the Company and its subsidiaries. We believe that the
national telephone reservation system has enhanced our ability to effectively
market storage space and is primarily responsible for the increasing occupancy
trends over the past four years, as well as increased realized rental rates
experienced at the storage facilities over the same period of time.
PORTABLE STORAGE OPTIONS: Historically, we offered storage spaces for
rent through our traditional storage facilities whereby customers would
transport their goods to the facility and rent a space to store their goods. In
late 1996, we organized Public Storage Pickup and Delivery, Inc. as a separate
corporation and a related partnership (the corporation and partnership are
collectively referred to as "PSPUD") to operate storage facilities that rent
portable containerized storage containers to customers for storage in central
facilities.
The concept of PSPUD is to provide an alternative to a traditional
storage facility. PSPUD delivers a storage container(s) to the customer's
location where the customer, at his convenience, packs his goods into the
storage container. PSPUD will subsequently return to the customer's location to
retrieve the storage container(s) for storage in a central facility. At December
31, 1999, PSPUD had 36 facilities in operation. Thirty of these facilities are
leased from third parties, and 6 are in facilities owned by the Company or
PSPUD.
RETAIL CENTERS: In an effort to attract a wider variety of customers,
to further differentiate the Company from its competition and to generate new
sources of revenue, additional products are being offered by the Company's
subsidiaries. These products and services include the sale of locks, boxes and
packing supplies and the rental of trucks and other moving equipment through the
implementation of a retail expansion program.
4
<PAGE>
The strategic objective of the retail center program is to create a
"Retail Store" that will (i) rent spaces for the attached storage facility, (ii)
rent spaces for the other Public Storage facilities in adjacent neighborhoods,
(iii) sell locks, boxes and packing materials and (iv) rent trucks and other
moving equipment, all in an environment that is retail oriented. Retail stores
have been retrofitted to some existing storage facility rental offices or
"built-in" as part of the development of new storage facilities, both in high
traffic, high visibility locations.
ECONOMIES OF SCALE: We are the largest provider of storage space in the
industry. As of December 31, 1999, we operated 1,330 storage facilities in which
we have an interest and managed 35 storage facilities for third parties in 37
states. At December 31, 1999, we had over 663,000 spaces rented. The size and
scope of the operations have enabled us to achieve a consistently high level of
profit margins and low level of administrative costs relative to revenues.
BRAND NAME RECOGNITION: Our operations are conducted under the "Public
Storage" brand name, which we believe is the most recognized and established
name in the storage industry. Our storage operations are conducted in 37 states,
giving us national recognition and prominence. We focus our operations within
those states in the major metropolitan markets. This concentration establishes
us as one of the dominant providers of storage space in each market that it
operates in and enables it to use a variety of promotional activities, such as
radio advertising as well as targeted discounting and referrals and, to a lesser
extent, television advertising, which are generally not economically viable to
our competitors.
GROWTH STRATEGIES
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Our growth strategies focus on: (i) improving the operating performance
of our stabilized existing traditional self-storage properties, (ii) increasing
our ownership of storage facilities through additional investments, (iii)
improving the operating performance of the portable storage operations, and (iv)
participating in the growth of PS Business Parks, Inc. Major elements of these
strategies are as follows:
IMPROVE THE OPERATING PERFORMANCE OF EXISTING PROPERTIES: We seek to
increase the net cash flow generated by our existing stabilized traditional
self-storage properties by maintaining average occupancy levels and achieving
higher levels of realized monthly rents per occupied square foot. We have been
able to achieve increasing realized rents per occupied square foot. We have
achieved increased occupancy levels over the past four years. We believe we are
unlikely to achieve significant increases in occupancy levels in future years,
with substantially all future growth attributable primarily to increased
realized rents per occupied square foot. We believe that our property management
personnel and systems combined with the national telephone reservation system
will continue to enhance our ability to meet these goals.
ACQUIRE PROPERTIES OPERATED AND PARTIALLY OWNED BY THE COMPANY: In
addition to the 646 wholly owned storage facilities, we also operate, on behalf
of approximately 49 ownership entities in which we have a partial equity
interest, 684 storage facilities under the "Public Storage" name. From time to
time, some of these storage facilities or interests in them are available for
purchase, providing us with a source of additional acquisition opportunities. We
believe these properties include some of the better-located and
better-constructed storage facilities in the industry. Because we manage these
properties, we have reliable operating information prior to acquisition and
these properties are easily integrated into our portfolio.
ACQUIRE PROPERTIES OWNED OR OPERATED BY OTHERS: We believe our presence
in and knowledge of substantially all of the major markets in the United States
enhances our ability to identify attractive acquisition opportunities and
capitalize on the overall fragmentation in the storage industry. We maintain
local market information on rates, occupancy and competition in each of the
markets in which we operate. Of the more than 20,000 storage facilities in the
United States, we believe that the ten largest operators manage less than 20% of
the total space.
However, with the exception of the March 1999 merger with Storage
Trust, we have not acquired any significant levels of real estate from third
parties over the last three years. We believe the development of real estate
facilities described below is more attractive under current market conditions.
5
<PAGE>
DEVELOP PROPERTIES IN SELECTED MARKETS: Since 1995, the Company and its
joint venture partnerships (described below) have opened a total of 57
facilities, including 19 facilities in 1998 and 24 facilities in 1999. The
Company and its joint venture partnerships (described below) are developing
additional storage facilities.
In April 1997, we formed a joint venture partnership with an
institutional investor to participate in the development of approximately $220
million of storage facilities. At December 31, 1999, the joint venture had
completed construction of 44 storage facilities with a total cost of
approximately $211.4 million, and had three facilities under construction with
an aggregate cost incurred of approximately $13.0 million and total additional
estimated cost to complete of approximately $4.7 million. The joint venture is
funded solely with equity capital consisting of 30% from the Company and 70%
from the institutional investor.
In November 1999, we formed a second joint venture partnership with a
joint venture partner whose partners include an institutional investor and B.
Wayne Hughes ("Mr. Hughes"), chairman and chief executive officer of the
Company, to develop approximately $100 million of storage facilities. At
December 31, 1999, this joint venture was committed to develop 6 facilities with
an estimated development cost of approximately $26.9 million, of which 3
facilities were completed with an aggregate cost of approximately $14.6 million.
We have submitted 17 additional facilities for approval with total estimated
costs of approximately $81.3 million; we have incurred approximately $29.1
million through December 31, 1999 with respect to these 17 projects. The joint
venture is funded solely with equity capital consisting of 51% from the Company
and 49% from the joint venture partner. The term of the joint venture is 15
years. After six years the joint venture partner has the right to cause the
Company to purchase the joint venture partner's interest for an amount necessary
to provide it with a maximum return of 10.75% per year or less in certain
circumstances. The joint venture partner provides Mr. Hughes with a fixed yield
of approximately 8.0% per annum.
Excluding the 17 properties that are being reviewed by the second
development joint venture and the six properties that the joint ventures are
developing, we are developing 24 additional storage facilities. At December 31,
1999, we had incurred costs of approximately $71.2 million with respect to these
24 facilities (estimated remaining costs to complete of $73.7 million). In
addition, we have identified 17 additional storage facilities for development,
with total estimated costs of approximately $105.9 million. These projects are
subject to significant contingencies. Certain of these 41 storage facilities are
facilities that combine portable self-storage and traditional self-storage in
the same location ("Combination Facilities.")
PORTABLE SELF-STORAGE: The portable self-storage operations reflect the
containerized portable self-storage operations of PSPUD. At December 31, 1999,
PSPUD operated 36 facilities: six are owned by the Company or PSPUD and the
remainder of the facilities are leased from third parties. The Company and PSPUD
are developing Combination Facilities to replace existing third-party leased
facilities, which will reduce third-party lease expense. We believe that
Combination Facilities offer efficiencies and a more effective method to meet
customers' needs than a stand-alone portable self-storage facility. We expect
that, upon completion of our combination facility development program,
substantially all of the portable self-storage facilities will be operated in
Combination Facilities.
Due to the start-up nature of this business, PSPUD has incurred
operating losses during 1996, 1997, 1998, and 1999. The quarterly losses have
steadily decreased from the highest quarterly loss incurred in the quarter ended
September 30, 1997 of $12.1 million, until PSPUD broke even on an EBITDA basis
in the six month period ended December 31, 1999.
The rate of fill-up varies from facility to facility. As with the
traditional self-storage facilities, PSPUD believes that the portable
self-storage business experiences seasonal fluctuations in occupancy levels with
occupancies generally higher in the summer months than in winter months. There
can be no assurances as to the level of PSPUD's expansion, level of gross
rentals, level of move-outs or profitability.
See "Filing of Form 10 Registration Statement" regarding a proposed
distribution to our common shareholders, which includes the portable
self-storage business.
COMMERCIAL PROPERTIES: On January 2, 1997, we reorganized our
commercial property operations into a separate private REIT. The private REIT
contributed its assets to a newly created operating partnership (the "Operating
6
<PAGE>
Partnership") in exchange for a general partnership interest and limited
partnership interests. During 1997, the Company and certain partnerships in
which the Company has a controlling interest contributed substantially all of
their commercial properties to the Operating Partnership in exchange for limited
partnership interests or to the private REIT in exchange for common stock. On
March 17, 1998, the private REIT merged into Public Storage Properties XI, Inc.,
a publicly traded REIT and an affiliate of the Company and the name of the
surviving corporation was changed to PS Business Parks, Inc. (the REIT and the
related Operating Partnership are hereinafter referred to collectively as
"PSB").
At December 31, 1999, PSB owned 125 properties located in 11 states.
The Operating Partnership also manages the commercial space owned by the Company
and affiliated entities. As of December 31, 1999, the Company and certain
partnerships in which the Company has a controlling interest owned approximately
41% of the common equity interest of PSB.
FINANCING OF THE COMPANY'S GROWTH STRATEGIES
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We have and expect to continue to fund our growth strategies primarily
through the use of permanent capital. Permanent capital has generally consisted
of retained operating cash flows and the issuance of both common and preferred
equity. In addition, as discussed above, during 1997, 1998 and 1999, a
significant portion of our development activities were conducted through
development joint ventures.
In January 2000, the Company issued 2,100,000 depositary shares, each
representing 1/1,000 of a share of Equity Stock, Series A, in a public offering.
In addition, 2,200,555 depositary shares were issued to our common shareholders
in January 2000 in connection with a special distribution declared in November
1999. We believe that this common equity security may offer an attractive
alternative to the issuance of our traditional common stock.
We currently have a $150 million unsecured credit facility with a bank
group led by Wells Fargo Bank, which we use as a temporary source of acquisition
financing. We seek to ultimately finance all acquisitions with permanent capital
to eliminate refinancing and interest rate risk. As of March 20, 2000, the
Company had no outstanding borrowings on this credit facility.
On March 17, 2000, we issued $240.0 million of 9.5% Series N Cumulative
Redeemable Perpetual Preferred Units in one of our operating partnerships. The
preferred units were issued in a private placement to institutional investors.
The units are not redeemable during the first 5 years, thereafter, at our
option, we can call the units for redemption. The units are not redeemable by
the holder. Subject to certain conditions, the preferred units are convertible
into shares of 9.5% Series N Cumulative Preferred Stock of the Company.
On March 29, 2000, we issued $75.0 million of 9.125% Series O
Cumulative Redeemable Perpetual Preferred Units in one of our operating
partnerships. The preferred units were issued in a private placement to
institutional investors. The units are not redeemable during the first 5 years,
thereafter, at our option, we can call the units for redemption. The units are
not redeemable by the holder. Subject to certain conditions, the preferred units
are convertible into shares of 9.125% Series O Cumulative Preferred Stock of the
Company.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources."
INVESTMENTS IN REAL ESTATE FACILITIES
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We have invested directly and indirectly in storage facilities, and to
a lesser extent in existing commercial properties, containing commercial and
industrial rental space. These investments have been made, principally, through
the acquisition of wholly-owned properties or the acquisition of ownership
interests in entities owning storage facilities and/or commercial properties.
The following table outlines our ownership interest in storage facilities and
commercial properties:
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<TABLE>
<CAPTION>
At December 31, 1999
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Number of Real Estate Net Rentable Square Feet
Facilities (in thousands)
-------------------------- --------------------------
Storage Commercial Storage Commercial
---------- ---------- ---------- ----------
Consolidated facilities:
<S> <C> <C> <C> <C>
Wholly-owned by the company 646 4 39,448 307
Owned by controlled entities 560 - 32,021 -
---------- ---------- ---------- ----------
1,206 4 71,469 307
---------- ---------- ---------- ----------
Facilities owned by unconsolidated entities:
Institutional partnerships 26 - 1,623 -
Development Joint Venture 44 - 2,663 -
PSB - 125 - 12,359
Other 54 - 2,998 -
---------- ---------- ---------- ----------
124 125 7,284 12,359
---------- ---------- ---------- ----------
Totals 1,330 129 78,753 12,666
========== ========== ========== ==========
</TABLE>
FACILITIES OWNED BY CONTROLLED ENTITIES
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At December 31, 1999, we had controlling ownership interests in 35
partnerships owning in aggregate 560 facilities. These partnerships consist of
the Storage Trust, LP, a series of eight limited partnerships, a development
joint venture formed in November 1999, and 25 additional partnerships. Because
of our controlling interest in each of these partnerships, we consolidate the
assets, liabilities, and results of operations of these partnerships on the
Company's financial statements.
FACILITIES OWNED BY UNCONSOLIDATED ENTITIES
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At December 31, 1999, we had ownership interests in PSB and 12 limited
partnerships, consisting of 2 institutional partnerships that owned 26
properties, a development joint venture formed in April 1997 that owns 44
properties, and 9 other partnerships that owned 54 properties (collectively the
"Unconsolidated Entities"). Our ownership interest in these entities is less
than 50%. Due to the Company's limited ownership interest and control of these
entities, we do not consolidate the accounts of these entities for financial
reporting purposes and accounts for such investments using the equity method.
PROHIBITED INVESTMENTS AND ACTIVITIES
- -------------------------------------
The Company's Bylaws prohibit the Company from purchasing properties in
which the Company's officers or directors have an interest, or from selling
properties to such persons, unless the transactions are approved by a majority
of the independent directors and are fair to the Company based on an independent
appraisal. This Bylaw provision may be changed only upon a vote of the holders
of a majority of the shares of (i) Common Stock and (ii) each of the series of
Senior Preferred Stock. See "Limitations on Debt" for other restrictions in the
Bylaws.
BORROWINGS
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We have an unsecured $150 million credit facility with a group of
commercial banks which expires on July 1, 2002. The expiration date may be
extended by one year on each anniversary of the credit agreement. Interest on
outstanding borrowings on the credit facility is payable monthly. At our option,
the rate of interest charged on borrowings is equal to (i) the prime rate, or
(ii) a rate ranging from the London Interbank Offered Rate ("LIBOR") plus 0.40%
to LIBOR plus 1.10% depending on the Company's coverage ratios, as defined. In
addition, we are required to pay a quarterly commitment fee of 0.250% (per
annum). The credit facility also includes a bid feature, for up to $50 million,
which allows us, at our option, to request the group of banks to propose the
interest rate they would charge on specific borrowings. However, in no case may
the interest rate bid be greater than the amount provided by the credit
agreement.
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<PAGE>
Under covenants of the credit facility, we are required to (i) maintain
a balance sheet leverage ratio (as defined) of less than 0.40 to 1.00, (ii)
maintain net income of not less than $1.00 for each fiscal quarter, (iii)
maintain certain cash flow and interest coverage ratios (as defined) of not less
than 1.0 to 1.0 and 5.0 to 1.0, respectively and (iv) maintain a minimum total
shareholders' equity (as defined). In addition, we are limited in our ability to
incur additional borrowings (we are required to maintain unencumbered assets
with an aggregate book value equal to or greater than three times our unsecured
recourse debt) or sell assets. There were no borrowings outstanding under the
credit facility at March 20, 2000.
As of December 31, 1999, we had notes payable of approximately $167.3
million. See the notes to the consolidated financial statements for a summary of
the Company's borrowings at December 31, 1999.
Subject to a limitation on unsecured borrowings in the Company's Bylaws
(described below), we have broad powers to borrow in furtherance of the
Company's objectives. We have incurred in the past, and may incur in the future,
both short-term and long-term indebtedness to increase our funds available for
investment in real estate, capital expenditures and distributions.
LIMITATIONS ON DEBT
- -------------------
The Bylaws provide that the Board of Directors shall not authorize or
permit the incurrence of any obligation by the Company which would cause our
"Asset Coverage" of our unsecured indebtedness to become less than 300%. Asset
Coverage is defined in the Bylaws as the ratio (expressed as a percentage) by
which the value of the total assets (as defined in the Bylaws) of the Company
less the Company's liabilities (except liabilities for unsecured borrowings)
bears to the aggregate amount of all unsecured borrowings of the Company. This
Bylaw provision may be changed only upon a vote of the holders of a majority of
the shares of (i) Common Stock and (ii) each of the series of Senior Preferred
Stock.
The Company's Bylaws prohibit us from issuing debt securities in a
public offering unless the Company's "cash flow" (which for this purpose means
net income, exclusive of extraordinary items, plus depreciation) for the most
recent 12 months for which financial statements are available, adjusted to give
effect to the anticipated use of the proceeds from the proposed sale of debt
securities, would be sufficient to pay the interest on such securities. This
Bylaw provision may be changed only upon a vote of the holders of a majority of
the shares of (i) Common Stock and (ii) each of the series of Senior Preferred
Stock.
Without the consent of the holders of a majority of each of the series
of Senior Preferred Stock, we will not take any action that would result in a
ratio of "Debt" to "Assets" (the "Debt Ratio") in excess of 50%. As of December
31, 1999, the Debt Ratio was approximately 3.5%. "Debt" means the liabilities
(other than "accrued and other liabilities" and "minority interest") that
should, in accordance with generally accepted accounting principles, be
reflected on the Company's consolidated balance sheet at the time of
determination. "Assets" means the Company's total assets before a reduction for
accumulated depreciation and amortization that should, in accordance with
generally accepted accounting principles, be reflected on the consolidated
balance sheet at the time of determination.
Our bank and senior unsecured debt agreements contain various financial
covenants, including limitations on the level of indebtedness of 30% of total
capitalization, as defined, and the prohibition of the payment of dividends upon
the occurrence of an event of default, as defined.
OTHER BUSINESS ACTIVITIES
- -------------------------
A corporation owned by Mr. Hughes and members of his family (the
"Hughes Family") reinsures policies against losses to goods stored by tenants in
the Company's storage facilities. We believe that the availability of insurance
reduces the potential liability of the Company to tenants for losses to their
goods from theft or destruction. The corporation receives the premiums and bears
the risks associated with the re-insurance.
A subsidiary of the Company sells locks and boxes and rents trucks to
the general public and tenants to be used in securing their spaces and moving
their goods. We believe that the availability of locks and boxes for sale and
9
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the rental of trucks promote the rental of spaces. The Hughes Family owns the
balance of the equity of this subsidiary, representing all of the voting stock.
See "Filing of Form 10 Registration Statement" regarding a proposed
distribution to our common shareholders, which includes the truck rental
business.
EMPLOYEES
- ---------
There are approximately 4,450 persons who render services on behalf of
the Company, primarily personnel engaged in property operation, substantially
all of whom are employed by a clearing company that provides certain
administrative and cost-sharing services to the Company and other owners of
properties operated by the Company.
FEDERAL INCOME TAX
- ------------------
We believe that we have operated, and intend to continue to operate, in
such a manner as to qualify as a REIT under the Internal Revenue Code of 1986,
but no assurance can be given that it will at all times so qualify. To the
extent that we continue to qualify as a REIT, it will not be taxed, with certain
limited exceptions, on the taxable income that is distributed to our
shareholders.
INSURANCE
- ---------
We believe that our properties are adequately insured. Our facilities
have historically carried comprehensive insurance, including fire, earthquake,
liability and extended coverage from nationally recognized carriers.
FILING OF FORM 10 REGISTRATION STATEMENT
- ----------------------------------------
On March 28, 2000, a Form 10 registration statement was filed with the
Securities and Exchange Commission outlining a plan of distribution with respect
to the portable storage operations and our truck rental activities. Under this
plan, after the reorganization and recapitalization of certain affiliated
entities, we will distribute to our common shareholders all of the common stock
of an entity that will primarily own the portable storage business and truck
rental activities. There is no current trading market for the stock of this
entity. We will apply to have the entity's common stock quoted on the NASDAQ
National Market.
10
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ITEM 2. PROPERTIES
At December 31, 1999, we had direct and indirect ownership interests in
1,330 storage properties located in 37 states:
At December 31, 1999
---------------------------------------
Number of
Storage Net Rentable Square
Facilities (a) Feet (in Thousands)
-------------- -------------------
California:
Northern 135 7,532
Southern 154 9,753
Texas 157 10,171
Florida 133 7,578
Illinois 91 5,501
Georgia 60 3,505
Colorado 50 3,137
Washington 39 2,466
Missouri 39 2,142
Virginia 37 2,241
New Jersey 36 2,091
Maryland 35 1,989
Ohio 31 1,899
New York 30 1,751
Oregon 25 1,171
Nevada 22 1,409
Pennsylvania 18 1,224
Other states (21 states) 238 13,193
-------------- -------------------
Totals 1,330 78,753
============== ===================
(a) Includes 1,206 facilities owned by the Company and entities
controlled by the Company. The remaining 124 facilities are owned by
entities in which the Company has an interest; however, the Company
doesn't have a controlling interest in such entities.
Our facilities are generally operated to maximize cash flow through the
regular review and, when warranted by market conditions, adjustment of scheduled
rents. For the year ended December 31, 1999, the weighted average occupancy
level and the weighted average annual realized rent per rentable square foot for
our storage facilities were approximately 90.7% and $10.01, respectively, and
for the commercial properties approximately 96.1% and $10.72, respectively.
Included in the 1,330 storage facilities are 57 recently developed storage
facilities, substantially all of which were in the fill-up stage in the year
ended December 31, 1999. None of our facilities involve 1% or more of the
Company's total assets, gross revenues or net income.
STORAGE FACILITIES: Storage facilities, which comprise the majority of
our investments (approximately 99% based on rental income), are designed to
offer accessible storage space for personal and business use at a relatively low
cost. A user rents a fully enclosed space which is for the user's exclusive use
and to which only the user has access on an unrestricted basis during business
hours. On-site operation is the responsibility of resident managers who are
supervised by area managers. Some storage facilities also include rentable
uncovered parking areas for vehicle storage, as well as space for portable
storage containers. Leases for storage facilities space may be on a long-term or
short-term basis, although typically spaces are rented on a month-to-month
basis. Rental rates vary according to the location of the property and the size
of the storage space. All of our storage facilities are operated under the
"Public Storage" name.
Users of space in storage facilities include both individuals and large
and small businesses. Individuals usually employ this space for storage of
furniture, household appliances, personal belongings, motor vehicles, boats,
11
<PAGE>
campers, motorcycles and other household goods. Businesses normally employ this
space for storage of excess inventory, business records, seasonal goods,
equipment and fixtures.
Storage facilities in which we have invested generally consist of three
to seven buildings containing an aggregate of between 350 to 750 storage spaces,
most of which have between 25 and 400 square feet and an interior height of
approximately 8 to 12 feet.
We experience minor seasonal fluctuations in the occupancy levels of
storage facilities with occupancies generally higher in the summer months than
in the winter months. We believe that these fluctuations result in part from
increased moving activity during the summer.
Our storage facilities are geographically diversified and are located
primarily in or near major metropolitan markets in 37 states. Generally our
storage facilities are located in heavily populated areas and close to
concentrations of apartment complexes, single family residences and commercial
developments. However, there may be circumstances in which it may be appropriate
to own a property in a less populated area, for example, in an area that is
highly visible from a major thoroughfare and close to, although not in, a
heavily populated area. Moreover, in certain population centers, land costs and
zoning restrictions may create a demand for space in nearby less populated
areas.
Since our investments are primarily storage facilities, our ability to
preserve our investments and achieve our objectives is dependent in large part
upon success in this field. Historically, upon stabilization after an initial
fill-up period, our storage facility interests have generally shown a high
degree of consistency in generating cash flows, despite changing economic
conditions. We believe that our storage facilities, upon stabilization, have
attractive characteristics consisting of high profit margins, high average
occupancy levels, a broad tenant base and low levels of capital expenditures to
maintain their condition and appearance.
COMMERCIAL PROPERTIES: In addition to our interest in 1,330 storage
facilities, we have an interest in PSB, which has 125 commercial facilities with
12.7 million net rentable square feet. We also own, either directly or through
entities we control, an interest in four commercial properties. We may invest in
all types of real estate. Most of our non-storage facilities investments are
interests in business parks and low-rise office buildings, primarily through our
investment in PSB. A commercial property may include both industrial and office
space. Industrial space may be used for, among other things, light manufacturing
and assembly, storage and warehousing, distribution and research and development
activities. We believe that most of the office space is occupied by tenants who
are also renting industrial space. The remaining office space is used for
general office purposes. A commercial property may also include facilities for
commercial uses such as banks, travel agencies, restaurants, office supply
shops, professionals or other tenants providing services to the public. The
amount of retail space in a commercial property is not expected to be
significant.
ENVIRONMENTAL MATTERS: Our practice is to conduct environmental
investigations in connection with property acquisitions. As a result of
environmental investigations of our properties, which commenced in 1995, we
recorded an amount, which in management's best estimate, will be sufficient to
satisfy anticipated costs of known investigation and remediation requirements.
Although there can be no assurance, we are not aware of any environmental
contamination of any of our facilities which individually or in the aggregate
would be material to the Company's overall business, financial condition, or
results of operations.
ITEM 3. LEGAL PROCEEDINGS
ANDERSON V. PUBLIC STORAGE, INC., San Francisco Superior Court (filed September
19, 1997)
GRANT V. PUBLIC STORAGE, INC., San Diego Superior Court (filed October 6, 1997)
WREN V. PUBLIC STORAGE, INC., San Francisco Superior Court (filed October 16,
1997)
12
<PAGE>
Each of the plaintiffs in these cases is suing the Company on behalf of
a purported class of California tenants who rented storage spaces from the
Company and contends that the Company's fees for late payments under its rental
agreements for storage space constitute unlawful "penalties" under the
liquidated damages provisions of California law and under California's unfair
business practices act. None of the plaintiffs has assigned any dollar amount to
the claims.
In February 1998, the lower court dismissed the Anderson case, but in
May 1999 the court of appeal reversed the lower court's dismissal of the
plaintiff's claim under the California unfair business practices act and
affirmed the dismissal under the liquidated damages provisions of California
law. The Company has reached an agreement in principle to settle the Anderson
case.
The plaintiffs in the Grant and Wren voluntarily dismissed their cases
in October 1999 without prejudice.
GRINNEL V. PUBLIC STORAGE, INC., Baltimore City Circuit Court (filed August 4,
1999)
Plaintiff in this case is suing the Company on behalf of a purported
class of Maryland tenants who rented storage spaces from the Company and
contends that the Company's fees for late payments under its rental agreements
for storage space exceeds the amount of interest that can be charged under the
Maryland constitution and are therefore unlawful "penalties." None of the
plaintiffs has assigned any dollar amount to the claims. The Company has reached
an agreement in principle to settle the proceeding. Any such agreement would
require court approval.
In addition, the Company is a party to various claims, complaints and
other legal actions that have arisen in the normal course of business from time
to time. The Company believes the outcome of these pending legal proceedings, in
the aggregate, will not have a material adverse effect on the operations or
financial position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matter to a vote of security holders in the
fourth quarter of the fiscal year ended December 31, 1999.
ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY
The following is a biographical summary of the executive officers of
the Company:
B. Wayne Hughes, age 66, 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 sold Chief
Executive Officer. Mr. Hughes was Chairman of the Board and Chief Executive
Officer from 1990 until March 1998 of Public Storage Properties XI, Inc., which
was renamed PS Business Parks, Inc. ("PSB"), an affiliated REIT. From 1989-90
until the respective dates of merger, he was Chairman of the Board and Chief
Executive Officer of 18 affiliated REITs that were merged into the Company
between September 1994 and May 1998 (collectively, the "Merged Public Storage
REITs"). Mr. Hughes has been active in the real estate investment field for over
30 years. He is the father of B. Wayne Hughes, Jr., a director of the Company.
Harvey Lenkin, age 63, became President and a director of the Company
in November 1991. Mr. Lenkin has been employed by the Company for 22 years. He
has been a director of PSB since March 1998 and was President of PSB from 1990
until March 1998. Mr. Lenkin was President of the Merged Public Storage REITs,
Storage Properties, Inc. ("SPI"), from 1989 until June 1996. He is a member of
the Board of Governors of the National Association of Real Estate Investment
Trusts, Inc. (NAREIT).
Marvin M. Lotz, age 57, became a director of the Company in May 1999.
Mr. Lotz has been a Senior Vice President of the Company since November 1995. He
has had overall responsibility for Public Storage's mini-warehouse operations
since 1988 and had overall responsibility for the Company's property
acquisitions from 1983 until 1988.
13
<PAGE>
John Reyes, age 39, 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 61, 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 61, 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. Mr. Gerich was Vice President and Secretary of the Merged
Public Storage REITs from 1989-90 until the respective dates of merger.
David Goldberg, age 50, 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 48, 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 38, 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 44, 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.
14
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
a. Market Price of the Registrant's Common Equity:
The Common Stock has been listed on the New York Stock
Exchange since October 19, 1984 and on the Pacific Exchange since
December 26, 1996. The Depositary Shares Each Representing 1/1,000 of a
Share of Equity Stock, Series A (see section d. below) have been listed
on the New York Stock Exchange since February 14, 2000.
The following table sets forth the high and low sales prices
of the Common Stock on the New York Stock Exchange composite tapes for
the applicable periods.
Range
---------------------------------
Year Quarter High Low
------ ------- ----------- ------------
1998 1st $ 33-5/8 $ 28-11/16
2nd 32-3/4 26-5/16
3rd 29-1/4 22-5/8
4th 28-1/16 24-1/4
1999 1st 27-7/8 24-1/4
2nd 29-3/8 23-3/16
3rd 27-7/8 23-7/8
4th 26 21-1/8
As of March 15, 2000, there were approximately 22,811 holders
of record of the Common Stock and approximately 16,947 holders of the
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock,
Series A.
b. Class B Common Stock
The Class B Common Stock issued in connection with the PSMI
Merger (as defined under Item 7 below) has the following
characteristics:
* The Class B Common Stock (i) beginning on January 1,
2000, participates in distributions (other than
liquidating distributions) at the rate of 97% of the per
share distributions on the Common Stock, provided that
cumulative distributions of at least $.22 per quarter per
share have been paid on the Common Stock, (ii) does not
participate in liquidating distributions, (iii) is not
entitled to vote (except as expressly required by
California law) and (iv) automatically converts into
Common Stock, on a share for share basis, upon the later
to occur of FFO per Common Share aggregating $3.00 during
any period of four consecutive calendar quarters or
January 1, 2003.
For these purposes:
1. "FFO" means net income (loss) (computed in accordance
with GAAP) before (i) gain (loss) on early extinguishment
of debt, (ii) minority interest in income and (iii) gain
(loss) on disposition of real estate, adjusted as
follows: (A) plus depreciation and amortization
(including the Company's pro-rata share of depreciation
and amortization of unconsolidated equity interests and
amortization of assets acquired in a merger, including
property management agreements and goodwill), and (B)
less FFO attributable to minority interest. FFO is a
supplemental performance measure for equity REITs as
defined by the National Association of Real Estate
Investment Trusts, Inc. ("NAREIT"). The NAREIT definition
15
<PAGE>
does not specifically address the treatment of minority
interest in the determination of FFO or the treatment of
the amortization of property management agreements and
goodwill. In the case of the Company, FFO represents
amounts attributable to its shareholders after deducting
amounts attributable to the minority interests and before
deductions for the amortization of property management
agreements and goodwill. FFO is presented because
management, as well as many industry analysts, consider
FFO to be one measure of the performance of the Company
and it is used in establishing the terms of the Class B
Common Stock. FFO does not take into consideration
scheduled principal payments on debt, capital
improvements, distributions and other obligations of the
Company. Accordingly, FFO is not a substitute for the
Company's cash flow or net income as a measure of the
Company's liquidity or operating performance or ability
to pay distributions. FFO is not comparable to similarly
entitled items reported by other REITs that do not define
it exactly as the Company defines it.
2. "FFO per Common Share" means FFO less preferred stock
dividends (other than dividends on convertible preferred
stock) divided by the outstanding weighted average shares
of Common Stock assuming conversion of all outstanding
convertible securities and the Class B Common Stock.
For these purposes, FFO per share of Common Stock (as defined)
was $2.50 for the year ended December 31, 1999.
c. Dividends
We have paid quarterly distributions to our shareholders since
1981, our first full year of operations. Distributions per share of
Common Stock for 1999 amounted to $1.52, which includes a special
distribution declared in November 1999 to common shareholders of record
as of November 15, 1999. The special distribution was paid in January
2000, at the option of the shareholder, either $0.62 per share in cash
or $0.65 per share in depositary shares, each representing 1/1,000 of a
share of the Company's Equity Stock, Series A.
Holders of Common Stock are entitled to receive distributions
when and if declared by the Company's Board of Directors out of any
funds legally available for that purpose. We are required to distribute
at least 95% of our net taxable ordinary income prior to the filing of
the Company's tax return and 85%, subject to certain adjustments,
during the calendar year, to maintain our REIT status for federal
income tax purposes. It is our intention to pay distributions of not
less than this required amount.
For Federal tax purposes, distributions to shareholders are
treated as ordinary income, capital gains, return of capital or a
combination thereof. In 1999, distributions to common shareholders were
$1.53 for common shareholders who elected stock in a special dividend
declared in 1999 and $1.50 for common shareholders who elected cash in
the special dividend, and were all ordinary income. Distributions to
common shareholders were $0.88 per share in each of 1998 and 1997, and
were all ordinary income. For 1998, the dividends paid to the common
shareholders ($0.88 per share) and on all the various classes of
preferred stock were all ordinary income for the first, third, and
fourth quarter distributions. For the second quarter of 1998, 86.110%
of the dividends were characterized as ordinary income and the
remainder was characterized as capital gain.
d. Equity Stock
The Company is authorized to issue 200,000,000 shares of
Equity Stock. The Articles of Incorporation provide that the Equity
Stock may be issued from time to time in one or more series and gives
the Board of Directors broad authority to fix the dividend and
distribution rights, conversion and voting rights, redemption
provisions and liquidation rights of each series of Equity Stock.
16
<PAGE>
In June 1997, we contributed $22,500,000 (225,000 shares) of
our equity stock, now designated as Equity Stock, Series AA ("Equity
Stock AA") to a partnership in which we are the general partner. As a
result of this contribution, we obtained a controlling interest in the
Partnership and began to consolidate the accounts of the Partnership.
The Equity Stock AA ranks on a parity with Common Stock and junior to
the Senior Preferred Stock with respect to general preference rights
and has a liquidation amount of ten times the amount paid to each
Common Share up to a maximum of $100 per share. Quarterly distributions
per share on the Equity Stock AA are equal to the lesser of (i) 10
times the amount paid per Common Stock or (ii) $2.20. We have no
obligation to pay distributions if no distributions are paid to common
shareholders.
In November 1999, we sold $100,000,000 (4,289,544 shares) of
our Equity Stock, Series AAA ("Equity Stock AAA") to a newly formed
development joint venture. We control this joint venture, and
accordingly the Equity Stock AAA is eliminated in consolidation. The
Equity Stock AAA ranks on a parity with Common Stock and junior to the
Senior Preferred Stock (as defined below) with respect to general
preference rights, and has a liquidation amount equal to 120% of the
amount distributed to each common share. Annual distributions per share
are equal to the lesser of (i) five times the amount paid per common
share or (ii) $2.1564. We have no obligation to pay distributions if no
distributions are paid to common shareholders.
In January 2000, we issued 4,300,555 depositary shares
(2,200,555 shares as part of a special distribution declared on
November 15, 1999 and 2,100,000 shares in a separate public offering)
each representing 1/1,000 of a share of Equity Stock, Series A ("Equity
Stock A"). The Equity Stock, Series A ranks on a parity with Common
Stock and junior to the Senior Preferred Stock with respect to general
preference rights and has a liquidation amount of which cannot exceed
$24.50 per share. Distributions with respect to each depositary share
shall be the lesser of: a) five times the per share dividend on the
Common Stock or b) $2.45 per annum (prorated for the year 2000). Except
in order to preserve the Company's federal income tax status as a REIT,
we may not redeem the depositary shares before March 31, 2005. On or
after March 31, 2005, we may, at our option, redeem the depositary
shares at $24.50 per depositary share. If the Company fails to preserve
its federal income tax status as a REIT, the depositary shares will be
convertible into common stock on a one for one basis. The depositary
shares are otherwise not convertible into common stock. Holders of
depositary shares vote as a single class with our holders of common
stock on shareholder matters, but the depositary shares have the
equivalent of one-tenth of a vote per depositary share. We have no
obligation to pay distributions if no distributions are paid to common
shareholders.
e. Registrant's Preferred Equity
On October 26, 1992, we completed a public offering of
1,825,000 shares ($25 stated value per share) of 10% Cumulative
Preferred Stock, Series A ("Series A Preferred Stock"). The Series A
Preferred Stock has general preference rights over the Common Stock
with respect to distributions and liquidation proceeds. During 1999, we
paid dividends totaling $4,563,000 ($2.50 per preferred share).
On March 25, 1993, we completed a public offering of 2,300,000
shares ($25 stated value per share) of 9.20% Cumulative Preferred
Stock, Series B ("Series B Preferred Stock"). The Series B Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 1999, we paid
dividends totaling $5,488,000 ($2.30 per preferred share).
On June 30, 1994, we completed a public offering of 1,200,000
shares ($25 stated value per share) of Adjustable Rate Cumulative
Preferred Stock, Series C ("Series C Preferred Stock"). The Series C
Preferred Stock has general preference rights over the Common Stock
with respect to distributions and liquidation proceeds. During 1999, we
paid dividends totaling $2,024,000 ($1.688 per preferred share).
On September 1, 1994, we completed a public offering of
1,200,000 shares ($25 stated value per share) of 9.50% Cumulative
Preferred Stock, Series D ("Series D Preferred Stock"). The Series D
Preferred Stock has general preference rights over the Common Stock
with respect to distributions and liquidation proceeds. During 1999, we
paid dividends totaling $2,850,000 ($2.375 per preferred share).
17
<PAGE>
On February 1, 1995, we completed a public offering of
2,195,000 shares ($25 stated value per share) of 10% Cumulative
Preferred Stock, Series E ("Series E Preferred Stock"). The Series E
Preferred Stock has general preference rights over the Common Stock
with respect to distributions and liquidation proceeds. During 1999,
the we paid dividends totaling $5,488,000 ($2.50 per preferred share).
On May 3, 1995, we completed a public offering of 2,300,000
shares ($25 stated value per share) of 9.75% Cumulative Preferred
Stock, Series F ("Series F Preferred Stock"). The Series F Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 1999, we paid
dividends totaling $5,606,000 ($2.437 per preferred share).
On December 13, 1995, we completed a public offering of
6,900,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8-7/8% Cumulative Preferred
Stock, Series G ("Series G Preferred Stock"). The Series G Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 1999, we paid
dividends totaling $15,309,000 ($2.219 per preferred depositary share).
On January 25, 1996, we completed a public offering of
6,750,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8.45% Cumulative Preferred
Stock, Series H ("Series H Preferred Stock"). The Series H Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 1999, we paid
dividends totaling $14,259,000 ($2.112 per preferred share).
On November 1, 1996, we completed a public offering of
4,000,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8-5/8% Cumulative Preferred
Stock, Series I ("Series I Preferred Stock"). The Series I Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 1999, we paid
dividends totaling $8,625,000 ($2.156 per preferred share).
On August 25, 1997, we completed a public offering of
6,000,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8% Cumulative Preferred Stock,
Series J ("Series J Preferred Stock"). The Series J Preferred Stock has
general preference rights over the Common Stock with respect to
distributions and liquidation proceeds. During 1999, we paid dividends
totaling $12,000,000 ($2.00 per preferred share).
On January 19, 1999, we completed a public offering of
4,600,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8-1/4% Cumulative Preferred
Stock, Series K ("Series K Preferred Stock"). The Series K Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 1999, we paid
dividends totaling $9,040,000 ($1.965 per preferred share).
On March 10, 1999, we completed a public offering of 4,600,000
depositary shares ($25 stated value per depositary share) each
representing 1/1,000 of a share of 8-1/4% Cumulative Preferred Stock,
Series L ("Series L Preferred Stock"). The Series L Preferred Stock has
general preference rights over the Common Stock with respect to
distributions and liquidation proceeds. During 1999, we paid dividends
totaling $7,695,000 ($1.673 per preferred share).
On August 12, 1999, we completed a public offering of
2,250,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8-3/4% Cumulative Preferred
Stock, Series M ("Series M Preferred Stock"). The Series M Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 1999, we paid
dividends totaling $1,846,000 ($0.820 per preferred share).
The Series A through Series M Preferred Stock are collectively
referred to as the "Senior Preferred Stock.
18
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the year ended December 31,
----------------------------------------------------------------------
1999 (1) 1998 (1) 1997 (1) 1996 (1) 1995 (1)
------- ------- ------- ------- -------
(In thousands, except per share data)
Revenues:
<S> <C> <C> <C> <C> <C>
Rental income $627,851 $535,869 $434,008 $294,426 $202,134
Equity in earnings of real estate entities 32,183 26,602 17,569 22,121 3,763
Interest and other income 16,700 18,614 17,474 19,829 6,301
------- ------- ------- ------- -------
676,734 581,085 469,051 336,376 212,198
------- ------- ------- ------- -------
Expenses:
Cost of operations 216,816 205,835 165,714 94,285 72,247
Depreciation and amortization 137,719 111,799 92,750 64,999 40,760
General and administrative 12,491 11,635 13,462 5,698 3,982
Interest expense 7,971 4,507 6,792 8,482 8,508
Environmental cost - - - - 2,741
Advisory fee - - - - 6,437
------- ------- ------- ------- -------
374,997 333,776 278,718 173,464 134,675
------- ------- ------- ------- -------
Income before minority interest and disposition
gain 301,737 247,309 190,333 162,912 77,523
Minority interest in income (16,006) (20,290) (11,684) (9,363) (7,137)
------- ------- ------- ------- -------
Net income before gain on disposition of real 285,731 227,019 178,649 153,549 70,386
estate
Gain on disposition of real estate 2,154 - - - -
------- ------- ------- ------- -------
Net income $287,885 $227,019 $178,649 $153,549 $70,386
======= ======= ======= ======= =======
- ---------------------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE :
Distributions $1.52 $0.88 $0.88 $0.88 $0.88
Net income - Basic $1.53 $1.30 $0.92 $1.10 $0.96
Net income - Diluted $1.52 $1.30 $0.91 $1.10 $0.95
Weighted average common shares - Basic 126,308 113,929 98,446 77,117 41,039
Weighted average common shares - Diluted 126,669 114,357 98,961 77,358 41,171
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA
Total assets $4,214,385 $3,403,904 $3,311,645 $2,572,152 $1,937,461
Total debt $167,338 $81,426 $103,558 $108,443 $158,052
Minority interest $186,600 $139,325 $288,479 $116,805 $112,373
Shareholders' equity $3,689,100 $3,119,340 $2,848,960 $2,305,437 $1,634,503
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER DATA:
Net cash provided by operating activities $459,177 $372,992 $294,557 $245,361 $123,579
Net cash used in investing activities $(448,529) $(355,231) $(408,313) $(479,626) $(248,672)
Net cash provided by (used in) financing
activities $(6,748) $(7,991) $128,355 $180,685 $185,378
Funds from operations (2) $428,962 $336,363 $272,234 $224,476 $105,199
</TABLE>
(1) During 1999, 1998, 1997, 1996 and 1995, we completed several significant
business combinations and equity transactions. See Notes 3 and 10 to the
Company's consolidated financial statementS.
(2) Funds from operations ("FFO"), means net income (loss) (computed in
accordance with GAAP) before (i) gain (loss) on early extinguishment of
debt, (ii) minority interest in income and (iii) gain (loss) on disposition
of real estate, adjusted as follows: (i) plus depreciation and amortization
(including the Company's pro-rata share of depreciation and amortization of
unconsolidated equity interests and amortization of assets acquired in a
merger, including property management agreements and excess purchase cost
over net assets acquired), and (ii) less FFO attributable to minority
interest. FFO is a supplemental performance measure for equity REITs as
defined by the National Association of Real Estate Investment Trusts, Inc.
("NAREIT"). The NAREIT definition does not specifically address the
treatment of minority interest in the determination of FFO or the treatment
of the amortization of property management agreements and excess purchase
cost over net assets acquired. In the case of the Company, FFO represents
amounts attributable to its shareholders after deducting amounts
attributable to the minority interests and before deductions for the
amortization of property management agreements and excess purchase cost
over net assets acquired. FFO is presented because management, as well as
many analysts, consider FFO to be one measure of the performance of the
Company and it is used in certain aspects of the terms of the Class B
Common Stock. FFO does not take into consideration scheduled principal
payments on debt, capital improvements, distributions and other obligations
of the Company. Accordingly, FFO is not a substitute for the Company's cash
flow or net income as a measure of the Company's liquidity or operating
performance or ability to pay distributions. FFO is not comparable to
similarly entitled items reported by other REITs that do not define it
exactly as the Company defines it.
19
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Company's consolidated financial statements and notes thereto.
FORWARD LOOKING STATEMENTS: When used within this document, the words
"expects," "believes," "anticipates," "should," "estimates," and similar
expressions are intended to identify "forward-looking statements" within the
meaning of that term in Section 27A of the Securities Exchange Act of 1933, as
amended, and in Section 21F of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements involve known and unknown risks, uncertainties,
and other factors, which may cause the actual results and performance of the
Company to be materially different from those expressed or implied in the
forward looking statements. Such factors include the impact of competition from
new and existing storage and commercial facilities which could impact rents and
occupancy levels at the Company's facilities; the Company's ability to evaluate,
finance, and integrate acquired and developed properties into the Company's
existing operations; the Company's ability to effectively compete in the markets
that it does business in; the impact of the regulatory environment as well as
national, state, and local laws and regulations including, without limitation,
those governing Real Estate Investment Trusts; the acceptance by consumers of
the Pickup and Delivery concept; the impact of general economic conditions upon
rental rates and occupancy levels at the Company's facilities; and the
availability of permanent capital at attractive rates.
OVERVIEW: The storage industry is highly fragmented and is composed
predominantly of numerous local and regional operators. Competition in the
markets in which we operate is significant and is increasing from additional
development of storage facilities in many markets which may negatively impact
occupancy levels and rental rates at the storage facilities. However, we believe
that we possess several distinguishing characteristics which enable it to
compete effectively with other owners and operators.
We are the largest owner and operator of storage facilities in the
United States with ownership interests as of December 31, 1999 in 1,330 storage
facilities containing approximately 78.8 million net rentable square feet. All
of our facilities are operated under the "Public Storage" brand name, which we
believe is the most recognized and established name in the storage industry.
Located in the major metropolitan markets of 37 states, our storage facilities
are geographically diverse, giving us national recognition and prominence. This
concentration establishes us as one of the dominant providers of storage space
in each market in which we operate and enables us to use a variety of
promotional activities, such as radio advertising as well as targeted
discounting and referrals and, to a lesser extent, television advertising, which
are generally not economically viable to our competitors. In addition, we
believe that the geographic diversity of the portfolio reduces the impact from
regional economic downturns and provides a greater degree of revenue stability.
Commencing in early 1996, we began to implement a national telephone
reservation system designed to provide added customer service and maximize
utilization of available storage space. Customers calling either the Company's
toll-free telephone referral system, (800) 44-STORE, or a storage facility are
directed to the national reservation system. A representative discusses with the
customer space requirements, price and location preferences and also informs the
customer of other products and services provided by the Company and its
subsidiaries. The national telephone reservation system has enhanced our ability
to effectively market storage space and is primarily responsible for the
increase in occupancy levels at our facilities since the reservation system was
implemented.
In late 1996, we organized Public Storage Pickup and Delivery, Inc. as
a separate corporation and a related partnership (the corporation and
partnership are collectively referred to as "PSPUD") to operate a portable
self-storage business that rents storage containers to customers for storage in
central facilities.
The concept of PSPUD is to provide an alternative to a traditional
storage facility. PSPUD delivers a storage container(s) to the customer's
location where the customer, at his convenience, packs his goods into the
storage container. PSPUD will subsequently return to the customer's location to
retrieve the storage container(s) for storage in a central facility. At December
31, 1999, PSPUD had 36 facilities in operation.
Due to the start-up nature of this business, PSPUD has incurred
operating losses during each of the last four fiscal years. The operating
results of PSPUD have continued to improve significantly. For the last six
months of fiscal 1999, PSPUD operations broke even (based on an earnings before
depreciation and amortization or EBITDA).
20
<PAGE>
We will continue to focus our growth strategies on: (i) improving the
operating performance of our existing traditional self-storage properties, (ii)
increasing our ownership of storage facilities through additional investments,
(iii) improving the operating performance of the portable storage business and
(iv) participating in the growth of PS Business Parks, Inc. Major elements of
these strategies are as follows:
* We will continue to focus upon enhancing the operating performance of our
existing traditional self-storage properties, primarily through increases
in revenues achieved through the telephone reservation center and
associated marketing efforts. These increases in revenue levels are
expected to result primarily from increases in realized rent per occupied
square foot rather than significant increases in occupancy levels.
* We will continue to focus on improving the operations of the portable
self-storage operations. The Company and PSPUD are developing facilities
that combine portable self-storage and traditional self-storage
("Combination Facilities") which will replace existing third-party leased
facilities and reduce third-party lease expense. We believe that
Combination Facilities offer efficiencies and a more effective method to
meet customers' needs than a stand-alone portable self-storage facility. We
expect that, upon completion of our combination facility development
program, substantially all of the portable self-storage facilities will be
operated in Combination Facilities.
* We expect to continue our storage facility development program. Over the
past two years, the Company and certain development joint ventures that it
has an interest in opened a total of 41 storage facilities at a cost of
approximately $198 million, with 2,563,000 net rentable square feet. The
Company and its development joint ventures have a total of 64 projects
identified for openings after December 31, 1999 at a total cost of $362
million. These 64 projects (which includes Combination Facilities) are
comprised of 47 storage facilities in process (total estimated costs upon
completion of $256 million) and 17 storage facilities identified that have
not yet begun construction (estimated costs upon completion of
approximately $106 million). Generally, the construction period takes nine
to 12 months, followed by an 18 to 24 month fill-up process. Throughout the
fill-up period, we experience earnings dilution to the extent of our
interest in the developed properties.
* We will acquire facilities from third parties when appropriate. On March
12, 1999, we completed a merger transaction with Storage Trust Realty
("Storage Trust"), a publicly traded real estate investment trust. In
connection with the merger, we acquired 215 storage properties located in
16 states. We believe that our national telephone reservation system and
marketing organization present an opportunity for increased revenues
through higher occupancies of the properties acquired, as well as cost
efficiencies through greater critical mass.
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
NET INCOME AND EARNINGS PER COMMON SHARE: Net income for 1999, 1998 and
1997 was $287,885,000, $227,019,000 and $178,649,000 respectively. Net income
allocable to common shareholders (net income less preferred stock dividends) for
1999, 1998 and 1997 was $193,092,000, $148,644,000 and $90,256,000,
respectively. On a diluted basis, net income per common share was $1.52 per
common share (based on weighted average shares outstanding of 126,669,000) for
1999, $1.30 per common share (based on weighted average shares outstanding of
114,357,000) for 1998 and $0.91 (based on weighted average shares outstanding of
98,961,000) for 1997.
The increase in net income per share for 1999 compared to 1998 was
principally the result of improved real estate operations and the impact of
decreased start-up operating losses of the portable self-storage business. The
increase in net income in 1998 compared to 1997 was principally the result of
improved real estate operations and the impact of a special dividend paid in
1997 described below.
Net income allocable to common shareholders and net income per common
share for the year ended December 31, 1997 was negatively impacted by a special
dividend totaling $13,412,000, paid to the holders of the Series CC Convertible
Preferred Stock ("Series CC") during the first quarter of 1997. During the
second quarter of 1997, the Series CC stock converted into common stock of the
Company. Accordingly during 1997, all of the $13,412,000 ($0.14 per common
share, on a diluted basis) of dividends were treated as an allocation of net
income to the preferred shareholders in determining the allocation of net income
to the common shareholders.
21
<PAGE>
REAL ESTATE OPERATIONS
- --------------------------------------------------------------------------------
SELF - STORAGE OPERATIONS: Our self-storage operations are by far the
largest component of our operations, representing approximately 88% of total
revenues generated during 1999. At the end of 1996, we had a total of 721
self-storage facilities included in our consolidated financial statements. Since
that time we have increased the number of self-storage facilities by 480 (1997 -
173 facilities, 1998 - 57 facilities and 1999 - 250 facilities). As a result of
significant acquisitions of self-storage facilities in each of the past three
years, year over year comparisons as presented on the consolidated statements of
income with respect to our self-storage operations are not meaningful.
To enhance year over year comparisons, the following table summarizes
the operating results (before depreciation) of (i) the 713 self-storage
facilities that are reflected in the financial statements for the entire three
years ended December 31, 1999 (the "Consistent Group") and (ii) all other
self-storage facilities for which operations were not reflected in the financial
statements for the entire three years ended December 31, 1999 (the "Other
Facilities"):
SELF - STORAGE OPERATIONS:
- -------------------------
<TABLE>
<CAPTION>
Year Ended December 31, Year Ended December 31,
--------------------- ---------------------
Percentage Percentage
1999 1998 Change 1998 1997 Change
-------- -------- -------- -------- -------- --------
(Dollar amounts in thousands, except rents per square foot)
Rental income:
- --------------
<S> <C> <C> <C> <C> <C> <C>
Consistent Group......................... $378,252 $365,050 3.6% $365,050 $341,070 7.0%
Other Facilities......................... 214,367 123,241 73.9% 123,241 44,470 177.1%
-------- -------- -------- -------- -------- --------
592,619 488,291 21.4% 488,291 385,540 26.7%
-------- -------- -------- -------- -------- --------
Cost of operations:
- -------------------
Consistent Group......................... 113,930 111,287 2.4% 111,287 104,781 6.2%
Other Facilities......................... 70,551 38,089 85.2% 38,089 13,182 188.9%
-------- -------- -------- -------- -------- --------
184,481 149,376 23.5% 149,376 117,963 26.6%
-------- -------- -------- -------- -------- --------
Net operating income:
- ---------------------
Consistent Group......................... 264,322 253,763 4.2% 253,763 236,289 7.4%
Other Facilities......................... 143,816 85,152 68.9% 85,152 31,288 172.2%
-------- -------- -------- -------- -------- --------
$408,138 $338,915 20.4% $338,915 $267,577 26.7%
======== ======== ======== ======== ======== ========
Consistent Group data:
- ----------------------
Gross margin............................. 69.9% 69.5% 0.4% 69.5% 69.3% 0.2%
Weighted average:
Occupancy............................. 92.0% 92.1% (0.1)% 92.1% 91.4% 0.7%
Realized annual rent per square foot.. $9.74 $9.39 3.7% $9.39 $8.84 6.2%
Scheduled annual rent per square foot. $9.93 $9.73 2.1% $9.73 $9.37 3.8%
Number of self-storage facilities
(at end of period):
Consistent group...................... 713 713 0.0% 713 713 0.0%
Other Facilities...................... 488 238 105.0% 238 181 31.5%
Net rentable sq. ft. (at end of period):
Consistent group...................... 42,220 42,220 0.0% 42,220 42,220 0.0%
Other Facilities...................... 28,789 14,889 93.3% 14,889 11,351 31.2%
</TABLE>
Operations with respect to the "other facilities" include a partial
period of operations with respect to facilities that were acquired or disposed
of since January 1, 1997, as well as other facilities that were not operated on
a stabilized basis throughout this period.
The Consistent Group of facilities experienced increased revenues in
1999 and 1998 of 3.6% and 7.0%, respectively, as compared to the preceding year.
The 3.6% increase in revenues in 1999 as compared to 1998 was caused primarily
by a 3.7% increase in realized (accrual based rates, net of discounts) rent per
occupied square foot, offset by a 0.1% reduction in average occupancy levels.
These improvements are due principally to the national telephone reservation
system which was implemented during 1996, as well as media advertising and
promotional activities.
22
<PAGE>
In 1999, the rate of revenue growth over 1998 for the Consistent Group
was less than the rate of growth experienced in 1998 over 1997. This was
primarily due to a leveling of occupancy levels in 1999 combined with a slower
level of growth of realized rent per occupied square foot. We expect to continue
to experience similar growth rates in fiscal 2000 as we experienced in 1999.
Cost of operations includes all direct and indirect costs of operating
and managing the facilities. The following table summarizes major operating
expenses with respect to the Consistent Group (in thousands):
1999 1998 1997
-------- -------- --------
Payroll expense $33,997 $33,549 $32,721
Property taxes 33,592 33,416 31,977
Advertising 5,655 3,836 3,265
Telephone reservation center costs 5,943 5,356 3,401
Other 34,743 35,130 33,417
-------- -------- --------
$113,930 $111,287 $104,781
======== ======== ========
Increases in advertising cost are principally due to expanded yellow
page advertising in telephone directories partially offset by a reduction in
television advertising. Total advertising cost was $5,655,000, $3,836,000, and
$3,265,000 in 1999, 1998, and 1997, respectively. Promotional advertising has
increased customer call volume into our national reservation system, where, as
indicated above, one of our representatives discusses with the customer space
requirements, price and location preferences and also informs the customer of
other products and services provided by the Company and its subsidiaries
Telephone reservation center costs have increased due to the expansion
of our national telephone reservation. In connection with the national telephone
reservation system, the Company implements various pricing and promotional
discount strategies designed to increase rental activity. Consistent Group
promotional discounts (which are included as a reduction to gross rents to
arrive at rental income) were $12,792,000 in 1997, $11,509,000 in 1998 and
$11,259,000 in 1999.
PORTABLE SELF-STORAGE OPERATIONS
- --------------------------------------------------------------------------------
In August 1996, PSPUD, a subsidiary of the Company, made its initial
entry into the portable self-storage business through its acquisition of a
single facility operator located in Irvine, California. At December 31, 1999,
PSPUD operated 36 facilities in 11 states. The facilities are located in major
markets in which we have significant market presence with respect to our
traditional self-storage facilities.
Due to the start-up nature of the business, PSPUD incurred operating
losses totaling approximately $9.9 million, $31.4 million, and $31.7 million for
the years ended December 31, 1999, 1998 and 1997, respectively, summarized as
follows:
23
<PAGE>
PORTABLE SELF-STORAGE:
- ---------------------
<TABLE>
<CAPTION>
Year Ended December 31, Year Ended December 31,
--------------------- ---------------------
Dollar Dollar
1999 1998 Change 1998 1997 Change
-------- -------- -------- -------- -------- --------
(Dollar amounts in thousand)
<S> <C> <C> <C> <C> <C> <C>
Rental and other income ............ $27,028 $24,466 $2,562 $24,466 $7,893 $16,573
-------- -------- -------- -------- -------- --------
Cost of operations:
Direct operating costs.......... 18,397 24,902 (6,505) 24,902 14,445 10,457
Marketing and advertising....... 1,333 9,206 (7,873) 9,206 10,441 (1,235)
Facility lease expense.......... 9,779 14,400 (4,621) 14,400 6,200 8,200
-------- -------- -------- -------- -------- --------
Total cost of operations..... 29,509 48,508 (18,999) 48,508 31,086 17,422
-------- -------- -------- -------- -------- --------
Operating loss prior to
depreciation and general and
administrative expense........ (2,481) (24,042) 21,561 (24,042) (23,193) (849)
Depreciation (a)................ 4,915 4,317 598 4,317 1,394 2,923
General and administrative (a).. 2,512 3,039 (527) 3,039 7,078 (4,039)
-------- -------- -------- -------- -------- --------
Operating losses.................... $(9,908) $(31,398) $21,490 $(31,398) $(31,665) $267
======== ======== ======== ======== ======== ========
</TABLE>
(a) Amounts reflect that portion of consolidated depreciation and
general and administrative expense that is directly attributable to the Portable
Self-Storage business.
We believe that the quarterly losses from the portable self-storage
operations peaked during the third quarter of 1997. Operating losses were
approximately $12,069,000 for the third quarter of 1997 and have subsequently
decreased each quarter through the fourth quarter of 1999 where operating losses
were approximately $1,037,000. Operations before depreciation for the last six
months of 1999 were approximately breakeven.
The number of portable self-storage facilities PSPUD operated increased
from 4 at December 31, 1996 to 49 at December 31, 1997 due to the opening of 45
facilities in 1997. The number of facilities decreased to 43 at December 31,
1998, due to the opening of 13 facilities and the closure of several facilities
in non-strategic markets and the consolidation of several other facilities into
existing facilities within the same markets. The number of facilities decreased
further to 36 at December 31, 1999 due to the closure and consolidation of
several additional facilities.
Rental and other income includes monthly rental charges to customers
for storage of the containers and service fees charged for pickup and delivery
of containers to customers' homes. The increase in rental and other income from
$7,893,000 in 1997 to $24,466,000 in 1998 is the result of the significant
expansion of the business throughout that period of time. Rental income
increased to $27,028,000 in 1999 compared to $24,466,000 in 1998 principally as
a result in increases in the number of occupied containers.
We believe that marketing and advertising activities positively impact
move-in activity. Commencing in the third quarter of 1997, PSPUD began to
advertise the portable self-storage product on television in selected markets.
Television advertising was curtailed in the second half of 1998. Advertising and
marketing expense decreased to $1,333,000 in 1999 from $9,206,000 in 1998
primarily due to the curtailment of television advertising in the second half of
1998. Advertising and marketing expense decreased to $9,206,000 in 1998 from
$10,441,000 in 1997, due primarily to reductions in television advertising.
Substantially all of the facilities have been leased from third
parties. Facility lease expense decreased to $9,779,000 in 1999 from $14,400,000
in 1998, principally as a result of the reduction in the number of facilities.
Facility lease expense increased to $14,400,000 in 1998 from $6,200,000 in 1997
due to the aforementioned increase in the number of facilities in 1998 and 1997.
We are currently developing combination facilities that combine
mini-warehouse and portable self-storage space in the same location. We expect
that an increasing part of the portable self-storage business will be operated
from this type of a facility. To the extent that these developed Combination
Facilities replace existing third-party leased space, lease expense should be
reduced.
24
<PAGE>
General and administrative expense (which is a component of total
general and administrative expense presented on the income statement) was
$2,512,000, $3,039,000, and $7,078,000 in 1999, 1998, and 1997, respectively.
Amounts in 1998 and 1997 reflect the training and recruiting of personnel,
equipment, computer software, and professional fees in organizing the portable
self-storage business. Amounts in 1999 and 1998 include amounts incurred in
connection with terminated leases.
On March 28, 2000, a Form 10 registration statement was filed with the
Securities and Exchange Commission outlining a plan of distribution with respect
to the portable storage operations and our truck rental activities. Under this
plan, after the reorganization and recapitalization of certain affiliated
entities, we will distribute to our common shareholders all of the common stock
of an entity that will primarily own the portable storage business and truck
rental activities. There is no current trading market for the stock of this
entity. We will apply to have the entity's common stock quoted on the NASDAQ
National Market.
COMMERCIAL PROPERTY OPERATIONS: Our commercial property operations
principally consist of our investment in PSB, an affiliated real estate
investment trust, and to a much lesser extent commercial space owned by the
Company and Consolidated Entities. The following table sets forth the historical
commercial property amounts included in the financial statements:
COMMERCIAL PROPERTY OPERATIONS:
- -------------------------------
<TABLE>
<CAPTION>
Year Ended December 31, Year Ended December 31,
---------------------- ----------------------
1999 1998 Change 1998 1997 Change
------ ------- ------- ------- ------- -------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Rental income ............... $ 8,204 $23,112 (64.5)% $23,112 $40,575 (43.0)%
Cost of operations............ 2,826 7,951 (64.5)% 7,951 16,665 (52.3)%
------ ------- ------- ------- ------- -------
Net operating income.......... $5,378 $15,161 (64.5)% $15,161 $23,910 (36.6)%
====== ======= ======= ======= ======= =======
</TABLE>
From the time of PSB's formation through March 31, 1998, we consolidated
the accounts of PSB in our financial statements. During the second quarter of
1998, our ownership interest in PSB was reduced below 50% and, as a result, we
no longer had a controlling interest in PSB. Accordingly, effective April 1,
1998, we no longer include the accounts of PSB in the consolidated financial
statements and have accounted for our investment using the equity method. For
all periods after March 31, 1998, the income statement includes our share of
income in PSB. Further, commercial property operations for the periods after
March 31, 1998 reflect only the commercial property operations of facilities
owned by us which have both storage and commercial use combined at the same
property location.
EQUITY IN EARNINGS OF REAL ESTATE ENTITIES: In addition to our ownership
of equity interests in PSB, we had general and limited partnership interests in
12 limited partnerships at December 31, 1999 (PSB and the limited partnerships
are collectively referred to as the "Unconsolidated Entities"). Due to our
limited ownership interest and control of these entities, we do not consolidate
the accounts of these entities for financial reporting purposes, and account for
such investments using the equity method.
Equity in earnings of real estate entities for the year ended December
31, 1999 consists of our pro rata share of the Unconsolidated Entities based
upon our ownership interest for the period. Similar to the Company, the
Unconsolidated Entities (other than PSB) generate substantially all of their
income from their ownership of storage facilities, which we manage. In the
aggregate, the Unconsolidated Entities (including PSB) own a total of 249 real
estate facilities, 124 of which are storage facilities. The following table sets
forth the significant components of equity in earnings of real estate entities:
25
<PAGE>
<TABLE>
<CAPTION>
HISTORICAL SUMMARY: Year Ended December 31, Year Ended December 31,
- ------------------ ----------------------- Dollar ---------------------- Dollar
1999 1998 Change 1998 1997 Change
---------- ---------- ---------- ---------- ---------- ----------
(Amounts in thousands)
Property operations:
<S> <C> <C> <C> <C> <C>
PSB.................................... $35,623 $23,301 $12,322 $23,301 $ - $ 23,301
Development Joint Venture.............. 2,346 729 1,617 729 86 643
Other investments - storage............ 17,794 19,975 (2,181) 19,975 30,940 (10,965)
Other investments - commercial properties 242 354 (112) 354 1,428 (1,074)
---------- ---------- ---------- ---------- ---------- ----------
56,005 44,359 11,646 44,359 32,454 11,905
---------- ---------- ---------- ---------- ---------- ----------
Depreciation:
PSB.................................... (12,130) (7,303) (4,827) (7,303) - (7,303)
Development Joint Venture.............. (1,320) (564) (756) (564) (137) (427)
Other investments - storage ........... (6,243) (5,958) (285) (5,958) (10,798) 4,840
Other investments - commercial properties (28) (59) 31 (59) (539) 480
---------- ---------- ---------- ---------- ---------- ----------
(19,721) (13,884) (5,837) (13,884) (11,474) (2,410)
---------- ---------- ---------- ---------- ---------- ----------
Other: (1)
PSB.................................... (4,505) (1,220) (3,285) (1,220) - (1,220)
Development Joint Venture.............. 153 97 56 97 44 53
Other investments...................... 251 (2,750) 3,001 (2,750) (3,455) 705
---------- ---------- ---------- ---------- ---------- ----------
(4,101) (3,873) (228) (3,873) (3,411) (462)
---------- ---------- ---------- ---------- ---------- ----------
Total equity in earnings of real estate
entities.................................. $32,183 $26,602 $5,581 $26,602 $17,569 $ 9,033
========== ========== ========== ========== ========== ==========
</TABLE>
(1) "Other" reflects the Company's share of general and administrative expense,
interest expense, interest income, and other non-property, non-depreciation
related operating results of these entities.
The increase in 1999 equity in earnings of real estate entities
compared to 1998 is principally the result of improved operations of PSB, as
well as the impact of the deconsolidation of PSB effective April 1, 1998 whereby
1999's equity in earnings includes a full year with respect to our interest in
the operations of PSB, and 1998 includes nine months of such interest. The
increase is partially offset by the impact of certain business combinations
occurring in 1998 and 1999 whereby we acquired a controlling interest in certain
entities and began to include the accounts of such entities in the consolidated
financial statements. Prior to the inclusion of these entities in the
consolidated financial statements, we used the equity method to report our share
of the entities' earnings.
The increase in 1998 equity in earnings of real estate entities
compared to 1997 is principally the result of the deconsolidation of PSB as
described above. This increase is partially offset by the impact of certain
business combinations occurring in 1997 and 1998 whereby we acquired a
controlling interest in certain entities and began to include the accounts of
such entities in the consolidated financial statements. Prior to the inclusion
of these entities in the consolidated financial statements, we used the equity
method to report our share of the entities' earnings.
PSB is a publicly traded real estate investment trust organized by the
Company on January 2, 1997. During 1997, the Company and certain partnerships in
which the Company has a controlling interest contributed substantially all of
their commercial properties to PSB in exchange for equity interests. At December
31, 1999, PSB owned 125 properties located in 11 states. PSB also manages the
commercial properties owned by the Company and affiliated entities. As of
December 31, 1999, the Company and certain partnerships in which the Company has
a controlling interest owned approximately 41% of the common equity interest of
PSB.
In April 1997, we formed a joint venture partnership (the "Development
Joint Venture") with an institutional investor to participate in the development
of approximately $220 million of storage facilities. The venture is funded
solely with equity capital consisting of 30% from the Company and 70% from the
institutional investor. Equity in earnings from the Development Joint Venture
reflects our pro rata share, based upon our ownership interest, of the
operations of the Development Joint Venture. Since inception through December
31, 1999, the Development Joint Venture has developed and opened 44 storage
facilities (approximately 2,659,000 square feet) and at December 31, 1999 had
three facilities under development (approximately 221,000 square feet).
Generally the construction period takes nine to 12 months followed by a 18 to 24
month fill-up process until the newly constructed facility reaches a stabilized
occupancy level of approximately 90%. For fiscal 1997, 1998, and 1999, the
majority of the completed facilities are in the fill-up process and had not
reached a stabilized occupancy level. We expect that our earnings with respect
26
<PAGE>
to our investment in the Development Joint Venture will continue to increase in
2000 as compared to 1999 as the existing properties continue to fill up.
OTHER INCOME AND EXPENSE ITEMS
- --------------------------------------------------------------------------------
INTEREST AND OTHER INCOME: The net operating results from our property
management operations and merchandise sales are presented along with interest
and other income, as "interest and other income." The components of interest and
other income are detailed as follows:
<TABLE>
<CAPTION>
Year ended December 31, Year ended December 31,
1999 1998 Change 1998 1997 Change
---------- ---------- ---------- ---------- ---------- ----------
(Amounts in thousands)
Facility Management:
<S> <C> <C> <C> <C> <C> <C>
Revenues $5,446 $ 6,221 $ (775) $ 6,221 $ 10,141 $ (3,920)
Cost of operations 893 1,066 (173) 1,066 1,793 (727)
---------- ---------- ---------- ---------- ---------- ----------
Net operating income 4,553 5,155 (602) 5,155 8,348 (3,193)
---------- ---------- ---------- ---------- ---------- ----------
Sales of packaging material and truck
rental income:
Revenues 12,724 8,345 4,379 8,345 5,272 3,073
Cost of operations 9,835 6,625 3,210 6,625 4,134 2,491
---------- ---------- ---------- ---------- ---------- ----------
Net operating income 2,889 1,720 1,169 1,720 1,138 582
Interest and other income 9,258 11,739 (2,481) 11,739 7,988 3,751
---------- ---------- ---------- ---------- ---------- ----------
Total interest and other income $16,700 $18,614 $(1,914) $18,614 $17,474 $1,140
========== ========== ========== ========== ========== ==========
</TABLE>
Facility management operations are primarily attributable to management
of self-storage properties. At December 31, 1999, we managed 159 storage
facilities (124 owned by Unconsolidated Entities and 35 owned by third parties)
pursuant to property management contracts. The property management contracts
generally provide for compensation equal to 6% of gross revenues of the
facilities managed. Under the supervision of the property owners, we coordinate
rental policies, rent collections, marketing activities, the purchase of
equipment and supplies, maintenance activity, and the selection and engagement
of vendors, suppliers and independent contractors. In addition, we assist and
advise the property owners in establishing policies for the hire, discharge and
supervision of employees for the operation of these facilities, including
resident managers, assistant managers, relief managers and billing and
maintenance personnel.
Throughout the three year period ended December 31, 1999, we completed
several acquisitions of storage facilities from affiliated entities and, as a
result, storage properties which were managed by us became owned facilities and
the related management fee income with respect to these facilities ceased.
Accordingly, property management operations with respect to storage facilities
have continuously decreased during the three year period ended December 31,
1999. Since we have acquired in the past, and may continue to seek to acquire in
the future, real estate facilities owned by the Unconsolidated Entities, our
facility management income may decrease in 2000 compared to 1999.
Sales of packaging material and truck rentals have increased as a
result of our retail expansion program (described below). The strategic
objective of the retail expansion program is to create a "Retail Store" that
will (i) rent spaces for the attached storage facility, (ii) rent spaces for the
other Public Storage facilities in adjacent neighborhoods, (iii) sell locks,
boxes and packing materials to the general public, including tenants and (iv)
rent trucks and other moving equipment, all in an environment that is more
retail oriented. Retail stores have been retrofitted to existing storage
facility rental offices or "built-in" as part of the development of new storage
facilities, both in high traffic, high visibility locations. The increases in
revenues and cost of operations reflect the opening of additional stores, as
well as increases at our existing stores.
Interest and other income is primarily attributable to interest income
on cash balances and interest income from mortgage notes receivable. Interest
income from mortgage notes receivable was $2,189,000, $1,878,000 and $2,938,000
in 1999, 1998 and 1997, respectively. The changes in interest income from
mortgage notes receivable reflect the changes in mortgage notes receivable
27
<PAGE>
balances. Fluctuations in the level of invested cash balances, caused by the
timing of investing equity offering proceeds in real estate assets, led to a
decrease in interest income in 1999 as compared to 1998, and led to an increase
in interest income in 1998 as compared to 1997.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense
was $137,719,000 in 1999, $111,799,000 in 1998 and $92,750,000 in 1997.
Depreciation expense with respect to the real estate facilities was $123,495,000
in 1999, $98,173,000 in 1998 and $82,047,000 in 1997; the increases are due to
the acquisition of additional real estate facilities in 1997 through 1999.
Depreciation expense with respect to non real estate assets, primarily
depreciation of equipment associated with the portable self-storage operations,
was $4,915,000 in 1999, $4,317,000 in 1998, and $1,394,000 in 1997; the
increases are due to the expansion in the portable self-storage operations.
Amortization expense with respect to intangible assets totaled $9,309,000 for
each of the three years ended December 31, 1999.
GENERAL AND ADMINISTRATIVE EXPENSE: General and administrative expense
was $12,491,000 in 1999, $11,635,000 in 1998 and $13,462,000 in 1997. General
and administrative costs for each year principally consist of state income taxes
(for states in which the Company is a non-resident), investor relation expenses,
certain overhead associated with the acquisition and development of real estate
facilities, and certain overhead associated with the portable self-storage
business.
Included in general and administrative expense for 1999, 1998, and 1997
is approximately $2,512,000, $3,039,000, and $7,078,000, respectively, with
respect to our portable self-storage business; amounts incurred in 1998 and 1997
include significant amounts related to recruiting and training personnel,
equipment, computer software and professional fees in organizing the portable
self-storage business.
Prior to the impact of the portable self-storage business, we
experienced and expect to continue to experience increased general and
administrative costs due to the following: (i) the growth in the size of the
Company, and (ii) the Company's property acquisition and development activities
have continued to expand, resulting in certain additional costs incurred in
connection with the acquisition of additional real estate facilities. General
and administrative costs for each year principally consist of state income taxes
(for states in which the Company is a non-resident), investor relation expenses,
certain overhead associated with the acquisition and development of real estate
facilities.
INTEREST EXPENSE: Interest expense was $7,971,000 in 1999, $4,507,000
in 1998 and $6,792,000 in 1997. Debt and related interest expense remain
relatively low compared to our overall asset base. Capitalized interest expense
totaled $4,509,000 in 1999, $3,481,000 in 1998 and $2,428,000 in 1997 in
connection with our development activities. Interest expense before the
capitalization of interest was $12,480,000 in 1999, $7,988,000 in 1998 and
$9,220,000 in 1997. The decrease in interest expense in 1998 as compared to 1997
principally is due to the retirement of debt in 1998 of approximately
$15,132,000. The increase in interest expense in 1999 as compared to 1998 is due
to the $100 million of notes payable assumed in the merger with Storage Trust.
MINORITY INTEREST IN INCOME: Minority interest in income represents the
income allocable to equity interests in Consolidated Entities, which are not
owned by the Company. Since 1990, we have acquired portions of these equity
interests through our acquisition of limited and general partnership interests
in the Consolidated Entities. These acquisitions have resulted in reductions to
the "Minority interest in income" from what it would otherwise have been in the
absence of such acquisitions, and accordingly, have increased our share of the
Consolidated Entities' income. During 1999, 1998, and 1997, we acquired
sufficient ownership interest and control in thirteen, three, and twelve
partnerships, respectively, and commenced including the accounts of these
partnerships in the consolidated financial statements, resulting in an increase
in minority interest in income. The increase in minority interest in income in
1998 compared to 1997 is primarily related to the minority interest in PSB prior
to April 1, 1998. The decrease in minority interest in income in 1999 as
compared to 1998 is the result of the deconsolidation of PSB, partially offset
by the consolidation of additional partnerships.
In determining income allocable to the minority interest for 1999, 1998
and 1997 consolidated depreciation and amortization expense of approximately
$9,294,000, $12,022,000 and $9,245,000, respectively, was allocated to the
minority interest. The changes in depreciation allocated to the minority
interest were principally the result of the factors denoted above with respect
to minority interest in income.
28
<PAGE>
SUPPLEMENTAL PROPERTY DATA AND TRENDS
- --------------------------------------------------------------------------------
At December 31, 1999, there were approximately 49 ownership entities
owning in aggregate 1,330 storage facilities, including the facilities which we
own and/or operate. At December 31, 1999, 124 of these facilities were owned by
Unconsolidated Entities, entities in which we has an ownership interest and use
the equity method for financial statement presentation. The remaining 1,206
facilities are owned by the Company and Consolidated Entities, of which 213
facilities were acquired in the merger with Storage Trust in 1999.
The following table summarizes our investment in real estate facilities
as of December 31, 1999:
<TABLE>
<CAPTION>
Number of Facilities in which the Net Rentable Square Footage
Company has an ownership interest (in thousands)
-------------------------------- --------------------------------
Storage Commercial Storage Commercial
Facilities Properties Total Facilities Properties Total
------------------------ ------ ------------------------ ------
<S> <C> <C> <C> <C> <C> <C>
Wholly-owned facilities 646 4 650 39,448 307 39,755
Facilities owned by Consolidated Entities 560 - 560 32,021 - 32,021
----------- ------ ------ ----------- ------ ------
Total consolidated facilities 1,206 4 1,210 71,469 307 71,776
Facilities owned by Unconsolidated Entities 124 125 249 7,284 12,359 19,643
----------- ------ ------ ----------- ------ ------
Total facilities in which the Company has
an ownership interest 1,330 129 1,459 78,753 12,666 91,419
=========== ====== ====== =========== ======= ======
</TABLE>
In order to evaluate how our overall portfolio has performed, we
analyze the operating performance of a consistent group of storage facilities
representing 978 (57.2 million net rentable square feet) of the 1,330 storage
facilities (herein referred to as "Same Store" storage facilities). The 978
facilities represent a consistent pool of properties which have been operated
under the "Public Storage" name, at a stabilized level, by the Company since
January 1, 1994. From time to time, we remove facilities from the "Same Store"
pool as a result of expansions, dispositions or other activities which make such
facilities' results not comparable to previous periods.
The Same Store group of properties includes 82 facilities that are not
consolidated in the financial statements. Accordingly, rental income and cost of
operations with respect to these 82 facilities are not reflected on the
consolidated statements of income. As of December 31, 1999, the remaining 896
facilities are included in the consolidated financial statements, however, many
of them were not included in the consolidated financial statements throughout
each of the three years presented. The following table summarizes the
pre-depreciation historical operating results of the Same Store storage
facilities:
SAME STORE STORAGE FACILITIES:
- -----------------------------
(historical property operations)
<TABLE>
<CAPTION>
Year Ended December 31, Year Ended December 31,
--------------------- ---------------------
Percentage Percentage
1999 1998 Change 1998 1997 Change
-------- -------- ---- -------- -------- ----
(Dollar amounts in thousands except rent per square foot)
<S> <C> <C> <C> <C> <C> <C>
Rental income....................... $543,522 $520,767 4.4% $520,767 $483,930 7.6%
Cost of operations (includes an
imputed 6% property management fee)
(1)............................... 187,582 182,761 2.6% 182,761 171,579 6.5%
-------- -------- ---- -------- -------- ----
Net operating income................ $355,940 $338,006 5.3% $338,006 $312,351 8.2%
======== ======== ==== ======== ======== ====
Gross profit margin(2).............. 65.5% 64.9% 0.6% 64.9% 64.5% 0.4%
WEIGHTED AVERAGE:
Occupancy......................... 92.5% 92.5% 0.0% 92.5% 91.7% 0.8%
Realized annual rent per sq. ft (3) $10.27 $9.84 4.4% $9.84 $9.22 6.7%
Scheduled annual rent per sq. ft (3) $10.50 $10.25 2.4% $10.25 $9.84 4.2%
</TABLE>
29
<PAGE>
1. Assumes payment of property management fees on all facilities, including
those facilities owned by the Company for which no fee is paid. Cost of
operations consists of the following:
1999 1998 1997
-------- -------- --------
Payroll expense $46,755 $46,280 $45,337
Property taxes 47,986 48,557 45,626
Imputed 6% property management fees 32,611 31,246 29,035
Advertising 7,751 5,352 4,192
Telephone reservation center costs 8,159 7,313 4,606
Other 44,320 44,013 42,783
-------- -------- --------
$187,582 $182,761 $171,579
======== ======== ========
2. Gross profit margin is computed by dividing property net operating income
(before depreciation expense) by rental revenues. Cost of operations
includes a 6% management fee. The gross profit margin excluding the
facility management fee was 71.5%, 70.9% and 70.5% in 1999, 1998 and 1997,
respectively.
3. Realized rent per square foot as presented throughout this report
represents the actual revenue earned per occupied square foot. Management
believes this is a more relevant measure than the scheduled rental rates,
since scheduled rates can be discounted through the use of promotions.
In early 1996, we implemented a national telephone reservation system
designed to provide added customer service for all the storage facilities under
management. We believe that the improved operating results, as indicated in the
above table, in large part are due to the success of the national telephone
reservation system.
In 1999, the rate of revenue growth over 1998 for the same store
facilities was less than the rate of growth experienced in 1998 over 1997. This
was primarily due to a leveling of occupancy levels in 1999 combined with a
slower level of growth of realized rent per occupied square foot. We expect to
continue to experience similar growth rates in fiscal 2000 as we experienced in
1999.
Rental income for the Same Store facilities included promotional
discounts totaling $15,243,000 in 1999 compared to $15,494,000 in 1998 and
$17,223,000 in 1997. During 1997 there was experimentation with pricing and
promotional discounts designed to increase rental activity; such promotional
activities continued in 1998.
The storage facilities experience minor seasonal fluctuations in
occupancy levels with occupancies generally higher in the summer months than in
the winter months. The Company believes that these fluctuations result in part
from increased moving activities during the summer.
30
<PAGE>
<TABLE>
<CAPTION>
Same-Store Operating Trends by Region (Dollar amounts in thousands, except weighted average amounts)
----------------------------------------------------------------------------------------------------
Northern California Southern California Texas Florida
-------------------- -------------------- -------------------- --------------------
% change % change % change % change
from from from from
Amount prior year Amount prior year Amount prior year Amount prior year
------ ---------- ------ ---------- ------ ---------- ------ ----------
Rental Revenues
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999 $82,526 3.1% $101,621 8.2% $48,608 2.4% $33,903 2.5%
1998 $80,082 10.4% $93,896 10.1% $47,470 6.0% $33,077 6.0%
1997 $72,555 9.4% $85,292 8.1% $44,784 4.2% $31,219 5.5%
Cost of operations
- ------------------
1999 $22,949 1.8% $28,506 3.2% $21,511 4.1% $13,560 3.3%
1998 $22,546 9.2% $27,634 7.4% $20,661 10.6% $13,123 5.2%
1997 $20,650 9.8% $25,730 5.4% $18,680 4.5% $12,474 7.9%
Net operating income
- --------------------
1999 $59,577 3.5% $73,115 10.3% $27,097 1.1% $20,343 1.9%
1998 $57,536 10.8% $66,262 11.2% $26,809 2.7% $19,954 6.4%
1997 $51,905 9.2% $59,562 9.4% $26,104 3.9% $18,745 3.9%
Weighted avg. occupancy
- -----------------------
1999 93.2% (1.4)% 94.9% 0.6% 92.1% (0.5)% 90.4% (0.5)%
1998 94.6% (1.5)% 94.3% 2.8% 92.6% 0.7% 90.9% 0.7%
1997 96.1% 1.6% 91.5% 4.1% 91.9% 2.5% 90.2% 2.4%
Weighted avg. annual realized rents per occupied sq. ft.
- --------------------------------------------------------
1999 $12.93 4.5% $12.21 7.6% $7.43 2.9% $9.03 3.0%
1998 $12.37 11.9% $11.35 7.3% $7.22 5.2% $8.77 5.2%
1997 $11.05 7.6% $10.58 3.2% $6.86 1.2% $8.34 2.8%
Number of
Facilities 127 141 113 74
- ----------
</TABLE>
<TABLE>
<CAPTION>
Same-Store Operating Trends by Region (Dollar amounts in thousands, except weighted average amounts)
-----------------------------------------------------------------------------------------------------
Illinois Other states Total
-------------------- -------------------- --------------------
% change % change % change
from from from
Amount prior year Amount prior year Amount prior year
------ ---------- ------ ---------- ------ ----------
Rental Revenues
- ---------------
<S> <C> <C> <C> <C> <C> <C>
1999 $39,938 5.9% $236,926 3.7% $543,522 4.4%
1998 $37,698 9.6% $228,544 6.0% $520,767 7.6%
1997 $34,405 10.5% $215,675 5.2% $483,930 6.6%
Cost of operations
- ------------------
1999 $16,536 (4.1)% $84,520 3.6% $187,582 2.6%
1998 $17,236 7.0% $81,561 4.6% $182,761 6.5%
1997 $16,106 8.2% $77,939 4.9% $171,579 6.0%
Net operating income
- --------------------
1999 $23,402 14.4% $152,406 3.7% $355,940 5.3%
1998 $20,462 11.8% $146,983 6.7% $338,006 8.2%
1997 $18,299 12.7% $137,736 5.4% $312,351 7.0%
Weighted avg. occupancy
- -----------------------
1999 92.5% (0.1)% 91.9% 0.3% 92.5% 0.0%
1998 92.6% 1.1% 91.6% 0.7% 92.5% 0.8%
1997 91.5% (1.3)% 90.9% (1.3)% 91.7% 0.6%
Weighted avg. annual realized rents per occupied sq. ft.
- --------------------------------------------------------
1999 $11.33 6.0% $9.71 3.2% $10.27 4.4%
1998 $10.69 8.1% $9.41 5.3% $9.84 6.7%
1997 $9.89 11.9% $8.94 6.7% $9.22 5.9%
Number of
Facilities 60 463 978
- ----------
</TABLE>
31
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------------------------------
We believe that our internally generated net cash provided by operating
activities will continue to be sufficient to enable it to meet our operating
expenses, capital improvements, debt service requirements and distributions to
shareholders for the foreseeable future.
Operating as a real estate investment trust ("REIT"), our ability to
retain cash flow for reinvestment is restricted. In order for us to maintain our
REIT status, a substantial portion of our operating cash flow must be used to
make distributions to our shareholders (see "REIT STATUS" below). However,
despite the significant distribution requirements, we have been able to retain a
significant amount of our operating cash flow. The following table summarizes
our ability to make the minority interests' distributions, dividend payments to
the preferred shareholders and capital improvements to maintain the facilities
through the use of cash provided by operating activities. The remaining cash
flow generated is available to make both scheduled and optional principal
payments on debt and for reinvestment.
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------
1999 1998 1997
--------- --------- ---------
(Amounts in thousands)
<S> <C> <C> <C>
Net income......................................................... $287,885 $227,019 $178,649
Depreciation and amortization...................................... 137,719 111,799 92,750
Less - Depreciation with respect to non-real estate assets......... (4,915) (4,317) (1,394)
Depreciation from equity investments............................... 19,721 13,884 11,474
Less - Gain on sale of real estate................................. (2,154) - -
Minority interest in income........................................ 16,006 20,290 11,684
--------- --------- ---------
Net cash provided by operating activities....................... 454,262 368,675 293,163
Distributions from operations to minority interests................ (25,300) (32,312) (20,929)
--------- --------- ---------
Cash from operations allocable to the Company's shareholders....... 428,962 336,363 272,234
Less: preferred stock dividends.................................... (94,793) (78,375) (88,393)
Add: Non-recurring payment of dividends with respect to the Series CC
convertible stock............................................... - - 13,412
Cash from operations available to common shareholders.............. 334,169 257,988 197,253
Capital improvements to maintain facilities:
Storage facilities............................................... (29,023) (29,677) (30,834)
Commercial properties............................................ - (2,037) (4,283)
--------- --------- ---------
Add back: minority interest share of capital improvements to maintain
facilities...................................................... 1,269 2,476 2,513
Funds available for principal payments on debt, common dividends and
reinvestment.................................................... 306,415 228,750 164,649
Regular cash distributions to common shareholders.................. (113,297) (100,726) (86,181)
--------- --------- ---------
Funds available for principal payments on debt and reinvestment prior to
special distribution............................................ 193,118 128,024 78,468
Special distributions to common shareholders (A)................... (82,086) - -
--------- --------- ---------
Funds available for principal payments on debt and reinvestment.... $111,032 $128,024 $78,468
========= ========= =========
</TABLE>
(A) This amount was declared in 1999 and paid in January 2000.
We expect to fund our growth strategies with cash on hand at December
31, 1999, internally generated retained cash flows, proceeds from issuing equity
securities and borrowings under our $150 million credit facility. We intend to
repay amounts borrowed under the credit facility from undistributed operating
cash flow or, as market conditions permit and are determined to be advantageous,
from the public or private placement of equity securities.
32
<PAGE>
We believe that our size and financial flexibility enables us to access
capital for growth when appropriate. Our financial profile is characterized by a
low level of debt to total capitalization, increasing net income, increasing
cash flow from operations, and a conservative dividend payout ratio with respect
to the common stock. Our credit ratings on our Senior Preferred Stock by each of
the three major credit agencies are Baa2 by Moody's and BBB+ by Standard and
Poor's and Duff & Phelps.
Our portfolio of real estate facilities remains substantially
unencumbered. At December 31, 1999, the Company had mortgage debt outstanding of
$29.3 million and had consolidated real estate facilities with a book value of
$3.4 billion. We generally only increased our debt in connection with the
acquisition of real estate facilities. Over the past three years we have funded
substantially all of our acquisitions with permanent capital (both common and
preferred stock). We have elected to use preferred stock despite the fact that
the dividend rates of our preferred stock exceeds current interest rates on
conventional debt. We have chosen this method of financing for the following
reasons: (i) our perpetual preferred stock has no sinking fund requirement, or
maturity date and does not require redemption, all of which eliminate any future
refinancing risks, (ii) preferred stock allows us to leverage the common stock
without the attendant interest rate or refinancing risks of debt, and (iii) like
interest payments, dividends on the preferred stock can be applied to our REIT
distributions requirements, which have helped us to maintain a low common stock
dividend payout ratio and retain cash flow.
Despite difficult capital markets, we were able to publicly issue
$286.3 million of preferred stock during 1999. In addition, on March 17, 2000,
we issued $240.0 million of our 9.5% Series N Cumulative Redeemable Perpetual
Preferred Units in one of our operating partnerships in a private placement.
Further, on March 29, 2000, we issued $75.0 million of our 9.125% Series O
Cumulative Redeemable Perpetual Preferred Units in one of our operating
partnerships in a private placement. Under certain conditions, the preferred
partnership units are convertible into preferred stock of the Company.
Like many other REIT's, we are both unwilling and unable to issue
shares of our Common Stock publicly under the current market conditions.
Concurrent with the special distribution, discussed below, we publicly issued
2,100,000 Equity Stock, Series A, raising net proceeds of approximately $40.0
million. The proceeds were used, in part, to pay for the cash elections of the
special distribution.
DISTRIBUTION REQUIREMENTS: Our conservative distribution policy has
been the principal reason for the Company's ability to retain significant
operating cash flows which have been used to make additional investments and
reduce debt. During 1997, 1998 and 1999, we paid regular cash distributions to
common shareholders of approximately 44%, 39% and 34% of our cash available from
operations allocable to common shareholders, respectively. For 1999, when
factoring in the total special distribution, we distributed approximately 58% of
our cash available from operations allocable to common shareholders.
On November 4, 1999, the Board of Directors declared a special
distribution payable on January 14, 2000 to common shareholders of record on
November 15, 1999. At the election of each shareholder, the distribution was
payable in either (1) $0.65 per share in depositary shares, each representing
1/1,000 of a share of Equity Stock, Series A or (2) $0.62 per share in cash. On
January 14, 2000, approximately $38.1 million was paid in cash and $44.0 million
of depositary shares were issued to our common shareholders in connection with
this special distribution.
During 1999, we paid dividends totaling $94,793,000 to the holders of
our Senior Preferred Stock, $113,297,000 in regular distributions to the holders
of Common Stock and a special cash distribution to the holders of Common Stock
totaling $82,086,000 that was accrued but not paid at December 31, 1999. We
estimate that the distribution requirements for fiscal 2000 with respect to
Senior Preferred Stock outstanding at December 31, 1999 to be approximately
$100.1 million. With respect to the preferred operating partnership units issued
on March 17, 2000, the Company estimates the annual distribution requirement to
be approximately $22.8 million.
Distributions with respect to the Common Stock and Equity Stock, Series
A will be determined based upon our REIT distribution requirements after taking
into consideration distributions to the preferred shareholders. With respect to
the depositary shares of Equity Stock, Series A, we have no obligation to pay
distributions if no distributions are paid to the common shareholders. To the
extent that we do pay common distributions in any year, the holders of the
depositary shares receive the lesser of (i) five times the per share dividend on
33
<PAGE>
the common stock or (ii) $2.45. The depositary shares are noncumulative, and
have no preference over our Common Stock either as to dividends or in
liquidation. Assuming that we pay at least $0.49 in common dividends in any
year, we will pay a total of $10.5 million in distributions to the holders of
the 4,300,555 shares of Equity Stock, Series A during 2000.
Including the special distribution declared on November 4, 1999, we
distributed a total of approximately $195.4 million to common shareholders, or
approximately $1.52 per common share, in 1999. Assuming a continuation of
increasing level of taxable income, we expect that we will have similar
distribution requirements in the year 2000.
CAPITAL IMPROVEMENT REQUIREMENTS: During 2000, we have budgeted
approximately $26.2 million for capital improvements. The minority interests'
share of the budgeted capital improvements is approximately $0.7 million.
DEBT SERVICE REQUIREMENTS: We do not believe we have any significant
refinancing risks with respect to our mortgage debt, all of which is fixed rate.
At December 31, 1999, we had total outstanding notes payable of approximately
$167.3 million. See Note 7 to the consolidated financial statements for
approximate principal maturities of such borrowings. In connection with the
March 1999 merger with Storage Trust, we assumed $100 million of notes payable.
Approximately $14.7 million, $25.9 million and $25.8 million in principal
payments with respect to these notes are due in 2002, 2003 and 2004,
respectively, with the remainder due after 2004.
GROWTH STRATEGIES: During 2000, we intend to continue to expand our
asset and capital base principally through the acquisition of real estate assets
and interests in real estate assets from both unaffiliated and affiliated
parties through direct purchases, mergers, tender offers or other transactions
and through the development of additional storage facilities. In addition to 646
wholly owned storage facilities, we operate, on behalf of approximately 47
ownership entities, 684 storage facilities under the "Public Storage" name in
which we have a partial equity interest. From time to time, some of these
storage facilities or interests in them are available for purchase, providing us
with a source of additional acquisition opportunities.
MERGER WITH STORAGE TRUST: On March 12, 1999, the Company and Storage
Trust, a public REIT, completed a merger. As a result of the merger, we acquired
215 storage facilities located in 16 states totaling approximately 12.0 million
net rentable square feet and 104,000 units. In connection with the merger, we
issued 0.86 shares of the Company's Common Stock for each share of Storage Trust
common stock. This exchange ratio implied an enterprise value for Storage Trust
of approximately $600 million, including the assumption of approximately $198.0
million of indebtedness (including $98 million of borrowings on Storage Trust's
line of credit). We immediately repaid the $98.0 million of borrowings on the
line of credit.
DEVELOPMENT OF STORAGE FACILITIES: Since 1995, the Company, principally
through its affiliated development joint ventures, has opened a total of 57
facilities, one in 1995, four in 1996, nine in 1997, 19 in 1998, and 24 in 1999.
In April 1997, we formed our first development joint venture for the
purpose of developing approximately $220 million of storage facilities. Since
inception through December 31, 1999, this joint venture has developed and opened
44 storage facilities with a total cost of approximately $211.4 million. At
December 31, 1999, the joint venture had 3 facilities under development
(approximately 221,000 square feet) with an aggregate cost incurred to date of
approximately $13.0 million and estimated remaining costs to complete of $4.7
million.
In November 1999, we formed a second joint venture partnership to
participate in the development of approximately $100 million of storage
facilities and to purchase $100 million of the Company's Equity Stock, Series
AAA. This development joint venture is consolidated on the consolidated
financial statements, and therefore the Equity Stock, Series AAA is eliminated
in consolidation. The joint venture is funded solely with equity capital
consisting of 51% from the Company and 49% from the joint venture partner. Upon
formation of the joint venture through December 31, 1999, we have received
proceeds of approximately $63.3 million, composed of the Investors' 49% share of
the purchase of the Company's Equity Stock, Series AAA ($49 million) and $14.3
million composed of the joint venture partner's pro rata share of development
costs of projects in the venture.
34
<PAGE>
The second joint venture has completed three facilities with an
aggregate cost of approximately $14.6 million, and has three projects in process
with total costs incurred of $10.2 million and costs to complete of $2.1
million. Additional projects will be submitted to the joint venture for the
total contemplated development amount of $100 million. Assuming projects are
approved and developed by the venture equal to the $100 million contemplated
development amount, the Investors' remaining contribution at December 31, 1999
is approximately $36.8 million, or 49% of the remaining development costs.
Excluding the six facilities in process by the development joint
ventures, we are developing 41 additional storage facilities, with total
incurred costs at December 31, 1999 of $100.3 million and total costs to
complete of $125.9 million. We have also identified 17 storage facilities for
development, with total estimated costs of $105.9 million. These projects are
subject to significant contingencies. We expect to finance our development
through a combination of retained cash flows, remaining proceeds from our joint
venture partners, and the net proceeds received through the issuance of
preferred partnership units as discussed above.
REIT STATUS: We believe that we have operated, and intend to continue
to operate, in such a manner as to qualify as a REIT under the Internal Revenue
Code of 1986, but no assurance can be given that we will at all times so
qualify. To the extent that the Company continues to qualify as a REIT, we will
not be taxed, with certain limited exceptions, on the taxable income that is
distributed to our shareholders, provided that at least 95% of our taxable
income is so distributed prior to filing of the Company's tax return. We have
satisfied the REIT distribution requirement since 1980.
FUNDS FROM OPERATIONS: Total funds from operations or "FFO" increased
to $429.0 million for the year ended 1999 compared to $336.4 million for the
year ended 1998 and $272.2 million in 1997. FFO available to common shareholders
(after deducting preferred stock dividends) increased to $334.2 million for the
year ended December 31, 1999 compared to $258.0 million in 1998 and $197.3
million in 1997. FFO means net income (loss) (computed in accordance with
generally accepted accounting principles) before (i) gain (loss) on early
extinguishment of debt, (ii) minority interest in income and (iii) gain (loss)
on disposition of real estate, adjusted as follows: (i) plus depreciation and
amortization (including the Company's pro-rata share of depreciation and
amortization of unconsolidated equity interests and amortization of assets
acquired in a merger, including property management agreements and goodwill),
and (ii) less FFO attributable to minority interests.
FFO is a supplemental performance measure for equity REITs as defined
by the National Association of Real Estate Investment Trusts, Inc. ("NAREIT").
The NAREIT definition does not specifically address the treatment of minority
interest in the determination of FFO or the treatment of the amortization of
property management agreements and goodwill. In the case of the Company, FFO
represents amounts attributable to its shareholders after deducting amounts
attributable to the minority interests and before deductions for the
amortization of property management agreements and goodwill. FFO is presented
because management, as well as many industry analysts, consider FFO to be one
measure of the performance of the Company and it is used in establishing the
terms of the Class B Common Stock. FFO does not take into consideration capital
improvements, scheduled principal payments on debt, distributions and other
obligations of the Company. Accordingly, FFO is not a substitute for the
Company's cash flow or net income (as discussed above) as a measure of the
Company's liquidity or operating performance. FFO is not comparable to similarly
entitled items reported by other REITs that do not define it exactly as we have
defined it.
IMPACT OF THE YEAR 2000
- --------------------------------------------------------------------------------
The "Y2K Issue" arises because many computerized systems use two digits
rather than four to identify a year. Any of our computer programs or hardware
with the Y2K Issue that have date-sensitive applications or embedded chips could
recognize a date using "00" as the year 1900 rather than the year 2000. The same
issue has been faced by our outside vendors, including those vendors in the
banking and payroll processing areas. Any failure in these areas could result in
disruptions of operations.
As a result of our assessment and remediation activities conducted in
recent years, we experienced no significant disruptions in our operations, and
believe that our information systems responded successfully to the Y2K date
change.
35
<PAGE>
At this time, we are not aware of any material problems that resulted
from the Y2K date change at any of our outside vendors, including those vendors
in the banking and payroll processing areas.
We will continue to monitor our information systems and those of our
outside vendors throughout the year 2000 to ensure that any latent Y2K Issues
that may arise are addressed promptly.
The cost of the Company's year 2000 compliance activities,
substantially all of which have been incurred through December 31, 1999, is
estimated at approximately $4.4 million. These costs are capitalized.
There can be no assurance that we have identified all potential Y2K
Issues either within our information systems, at our outside vendors, or at
external agents. In addition, the impact of any unresolved or unidentified Y2K
Issues on governmental entities and utility providers and the resultant impact
upon the Company, as well as disruptions in the general economy, may be material
but cannot be reasonably determined or quantified.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
To limit our exposure to market risk, we principally finance our
operations and growth with permanent equity capital consisting either of common
or preferred stock. At December 31, 1999, the Company's debt as a percentage of
total shareholders' equity (based on book values) was 4.5%.
Our preferred stock is not redeemable by the holders. Except under
certain conditions relating to the Company's qualification as a REIT, the Senior
Preferred Stock is not redeemable by the Company prior to the following dates:
Series A - September 30, 2002, Series B - March 31, 2003, Series C - June 30,
1999, Series D - September 30, 2004, Series E - January 31, 2005, Series F -
April 30, 2005, Series G - December 31, 2000, Series H - January 31, 2001,
Series I - October 31, 2001, Series J - August 31, 2002, Series K - January 19,
2004, Series L - March 10, 2004 and Series M - August 17, 2004. On or after the
respective dates, each of the series of Senior Preferred Stock will be
redeemable at the option of the Company, in whole or in part, at $25 per share
(or depositary share in the case of the Series G, Series H, Series I, Series J,
Series K, Series L and Series M), plus accrued and unpaid dividends.
Our market risk sensitive instruments include notes payable which
totaled $167,338,000 at December 31, 1999. All of our notes payable bear
interest at fixed rates. See Note 7 to the financial statements for terms,
valuations and approximate principal maturities of the notes payable as of
December 31, 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Company at December 31, 1999 and
December 31, 1998 and for each of the three years in the period ended December
31, 1999 and the report of Ernst & Young LLP, Independent Auditors, thereon and
the related financial statement schedule, are included elsewhere herein.
Reference is made to the Index to Financial Statements and Schedules in Item 14.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
36
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors is
hereby incorporated by reference to the material appearing in the Company's
definitive proxy statement to be filed in connection with the annual
shareholders' meeting to be held in 2000 (the "Proxy Statement") under the
caption "Election of Directors." Information required by this item with respect
to executive officers is provided in Item 4A of this report. See "Executive
Officers of the Company."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the captions
"Compensation" and "Compensation Committee Interlocks and Insider
Participation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the captions
"Election of Directors - Security Ownership of Certain Beneficial Owners" and "-
Security Ownership of Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Compensation Committee Interlocks and Insider Participation - Certain
Relationships and Related Transactions."
37
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. 1. Financial Statements
The financial statements listed in the accompanying Index to
Financial Statements and Schedules hereof are filed as part of
this report.
2. Financial Statement Schedules
The financial statements schedules listed in the accompanying
Index to Financial Statements and Schedules are filed as part
of this report.
3. Exhibits
See Index to Exhibits contained herein.
b. Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated November 15, 1999
(filed November 19, 1999), pursuant to Item 5, relating to PSAC
Development Partners, L.P. (the second development joint venture).
c. Exhibits:
See Index to Exhibits contained herein.
d. Financial Statement Schedules
Not applicable.
38
<PAGE>
PUBLIC STORAGE, INC.
INDEX TO EXHIBITS
(Items 14(a)(3) and 14(c)
3.1 Restated Articles of Incorporation. Filed with Registrant's
Registration Statement No. 33-54557 and incorporated herein by
reference.
3.2 Certificate of Determination for the 10% Cumulative Preferred Stock,
Series A. Filed with Registrant's Registration Statement No. 33-54557
and incorporated herein by reference.
3.3 Certificate of Determination for the 9.20% Cumulative Preferred Stock,
Series B. Filed with Registrant's Registration Statement No. 33-54557
and incorporated herein by reference.
3.4 Amendment to Certificate of Determination for the 9.20% Cumulative
Preferred Stock, Series B. Filed with Registrant's Registration
Statement No. 33-56925 and incorporated herein by reference.
3.5 Certificate of Determination for the 8.25% Convertible Preferred
Stock. Filed with Registrant's Registration Statement No. 33-54557 and
incorporated herein by reference.
3.6 Certificate of Determination for the Adjustable Rate Cumulative
Preferred Stock, Series C. Filed with Registrant's Registration
Statement No. 33-54557 and incorporated herein by reference.
3.7 Certificate of Determination for the 9.50% Cumulative Preferred Stock,
Series D. Filed with Registrant's Form 8-A/A Registration Statement
relating to the 9.50% Cumulative Preferred Stock, Series D and
incorporated herein by reference.
3.8 Certificate of Determination for the 10% Cumulative Preferred Stock,
Series E. Filed with Registrant's Form 8-A/A Registration Statement
relating to the 10% Cumulative Preferred Stock, Series E and
incorporated herein by reference.
3.9 Certificate of Determination for the 9.75% Cumulative Preferred Stock,
Series F. Filed with Registration's Form 8-A/A Registration Statement
relating to the 9.75% Cumulative Preferred Stock, Series F and
incorporated herein by reference.
3.10 Certificate of Determination for the Convertible Participating
Preferred Stock. Filed with Registrant's Registration Statement No.
33-63947 and incorporated herein by reference.
3.11 Certificate of Amendment of Articles of Incorporation, Filed with
Registrant's Registration Statement No. 33-63947 and incorporated
herein by reference.
3.12 Certificate of Determination for the 8-7/8% Cumulative Preferred
Stock, Series G. Filed with Registration's Form 8-A/A Registration
Statement relating to the Depositary Shares Each Representing
1/1,000th of a Share of 8-7/8% Cumulative Preferred Stock, Series G
and incorporated herein by reference.
3.13 Certificate of Determination for the 8.45% Cumulative Preferred Stock,
Series H. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000th of a
Share of 8.45% Cumulative Preferred Stock, Series H and incorporated
herein by reference.
39
<PAGE>
3.14 Certificate of Determination for the Convertible Preferred Stock,
Series CC. Filed with Registrant's Registration Statement No.
333-03749 and incorporated herein by reference.
3.15 Certificate of Correction of Certificate of Determination for the
Convertible Participating Preferred Stock. Filed with Registrant's
Registration Statement No. 333-08791 and incorporated herein by
reference.
3.16 Certificate of Determination for 8-5/8% Cumulative Preferred Stock,
Series I. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-5/8% Cumulative Preferred Stock, Series I and incorporated herein
by reference.
3.17 Certificate of Amendment of Articles of Incorporation. Filed with
Registrant's Registration Statement No. 333-18395 and incorporated
herein by reference.
3.18 Certification of Determination for Equity Stock, Series A. Filed with
Registrant's Form 10-Q for the quarterly period ended June 30, 1997
and incorporated herein by reference.
3.19 Certificate of Determination for Equity Stock, Series AA. Filed with
Registrant's Form 10-Q for the quarterly period ended September 30,
1999 and incorporated herein by reference.
3.20 Certificate Decreasing Shares Constituting Equity Stock, Series A.
Filed with Registrant's Form 10-Q for the quarterly period ended
September 30, 1999 and incorporated herein by reference.
3.21 Certificate of Determination for Equity Stock, Series A. Filed with
Registrant's Form 10-Q for the quarterly period ended September 30,
1999 and incorporated herein by reference.
3.22 Certification of Determination for 8% Cumulative Preferred Stock,
Series J. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8% Cumulative Preferred Stock, Series J and incorporated herein by
reference.
3.23 Certificate of Correction of Certificate of Determination for the
8.25% Convertible Preferred Stock. Filed with Registrant's
Registration Statement No. 333-61045 and incorporated herein by
reference.
3.24 Certification of Determination for 8-1/4% Cumulative Preferred Stock,
Series K. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-1/4% Cumulative Preferred Stock, Series K and incorporated herein
by reference.
3.25 Certificate of Determination for 8-1/4% Cumulative Preferred Stock,
Series L. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-1/4% Cumulative Preferred Stock, Series L and incorporated herein
by reference.
3.26 Certificate of Determination for 8.75% Cumulative Preferred Stock,
Series M. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1000 of a Share
of 8.75% Cumulative Preferred Stock, Series M and incorporated herein
by reference.
3.27 Certificate of Determination for Equity Stock, Series AAA. Filed with
Registrant's Current Report on Form 8-K dated November 15, 1999 and
incorporated herein by reference.
3.28 Certification of Determination for 9.5% Cumulative Preferred Stock,
Series N. Filed herewith.
3.29 Certificate of Determination for 9.125% Cumulative Preferred Stock,
Series O. Filed herewith.
40
<PAGE>
3.30 Bylaws, as amended. Filed with Registrant's Registration Statement No.
33-64971 and incorporated herein by reference.
3.31 Amendment to Bylaws adopted on May 9, 1996. Filed with Registrant's
Registration Statement No. 333-03749 and incorporated herein by
reference.
3.32 Amendment to Bylaws adopted on June 26, 1997. Filed with Registrant's
Registration Statement No. 333-41123 and incorporated herein by
reference.
3.33 Amendment to Bylaws adopted on January 6, 1998. Filed with
Registrant's Registration Statement No. 333-41123 and incorporated
herein by reference.
3.34 Amendment to Bylaws adopted on February 10, 1998. Filed with
Registrant's Current Report on Form 8-K dated February 10, 1998 and
incorporated herein by reference.
3.35 Amendment to Bylaws adopted on March 4, 1999. Filed with Registrant's
Current Report on Form 8-K dated March 4, 1999 and incorporated herein
by reference.
3.36 Amendment to Bylaws adopted on May 6, 1999. Filed with Registrant's
Form 10-Q for the quarterly period ended March 31, 1999 and
incorporated herein by reference.
10.1 Second Amended and Restated Management Agreement by and among
Registrant and the entities listed therein dated as of November 16,
1995. Filed with PS Partners, Ltd.'s Annual Report on Form 10-K for
the year ended December 31, 1996 and incorporated herein by reference.
10.2 Amended Management Agreement between Registrant and Public Storage
Commercial Properties Group, Inc. dated as of February 21, 1995. Filed
with Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
10.3 Loan Agreement between Registrant and Aetna Life Insurance Company
dated as of July 11, 1988. Filed with Registrant's Current Report on
Form 8-K dated July 14, 1988 and incorporated herein by reference.
10.4 Amendment to Loan Agreement between Registrant and Aetna Life
Insurance Company dated as of September 1, 1993. Filed with
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated herein by reference.
10.5 Second Amended and Restated Credit Agreement by and among Registrant,
Wells Fargo Bank, National Association, as agent, and the financial
institutions party thereto dated as of February 25, 1997. Filed with
Registrant's Registration Statement No. 333-22665 and incorporated
herein by reference.
10.6 Note Assumption and Exchange Agreement by and among Public Storage
Management, Inc., Public Storage, Inc., Registrant and the holders of
the notes dated as of November 13, 1995. Filed with Registrant's
Registration Statement No. 33-64971 and incorporated herein by
reference.
10.7* Registrant's 1990 Stock Option Plan. Filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.
10.8* Registrant's 1994 Stock Option Plan. Filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference.
10.9* Registrant's 1996 Stock Option and Incentive Plan. Filed with
Registrant's Annual Report on Form 10-K for the year ended December
31, 1997 and incorporated herein by reference.
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<PAGE>
10.10 Deposit Agreement dated as of December 13, 1995, among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8-7/8 Cumulative Preferred Stock, Series G. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1000th of a Share of 8-7/8
Cumulative Preferred Stock, Series G and incorporated herein by
reference.
10.11 Deposit Agreement dated as of January 25, 1996, among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8.45% Cumulative Preferred Stock, Series H. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1000th of a Share of 8.45%
Cumulative Preferred Stock, Series H and incorporated herein by
reference.
10.12** Employment Agreement between Registrant and B. Wayne Hughes dated as
of November 16, 1995. Filed with Registrant's Annual Report on Form
10-K for the year ended December 31, 1995 and incorporated herein by
reference.
10.13 Deposit Agreement dated as of November 1, 1996, among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8-5/8% Cumulative Preferred Stock, Series I. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1000th of a Share of 8-5/8%
Cumulative Preferred Stock, Series I and incorporated herein by
reference.
10.14 Limited Partnership Agreement of PSAF Development Partners, L. P.
between PSAF Development, Inc. and the Limited Partner dated as of
April 10, 1997. Filed with Registrant's Form 10-Q for the quarterly
period ended March 31, 1997 and incorporated herein by reference.
10.15 Deposit Agreement dated as of August 28, 1997 among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8% Cumulative Preferred Stock, Series J. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 8%
Cumulative Preferred Stock, Series J and incorporated herein by
reference.
10.16 Agreement and Plan of Reorganization between Registrant and Public
Storage Properties XX, Inc. dated as of December 13, 1997. Filed with
Registrant's Registration Statement No. 333-49247 and incorporated
herein by reference.
10.17 Agreement of Limited Partnership of PS Business Parks, L. P. dated as
of March 17, 1998. Filed with PS Business Parks, Inc.'s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1998 and
incorporated herein by reference.
10.18 Deposit Agreement dated as of January 19, 1999 among Registrant,
BankBoston, N. A. and the holders of the depositary receipts
evidencing the Depositary Shares Each Representing 1/1,000 of a Share
of 8-1/4% Cumulative Preferred Stock, Series K. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4%
Cumulative Preferred Stock, Series K and incorporated herein by
reference.
10.19 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.
10.20 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.
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<PAGE>
10.21 Amended and Restated Agreement of Limited Partnership of Storage Trust
Properties, L. P., dated as of March 12, 1999. Filed with Registrant's
Form 10-Q for the quarterly period ended June 30, 1999 and
incorporated herein by reference.
10.22* 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. 10.23 Amended and
Restated Storage Trust Realty Retention Bonus Plan effective as of
November 12, 1998. Filed with Registrant's Registration Statement No.
333-68543 and incorporated herein by reference.
10.24 Deposit Agreement dated as of March 10, 1999 among Registrant, Bank
Boston, N.A. and the holders of the depositary receipts evidencing the
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4%
Cumulative Preferred Stock, Series L. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock,
Series L and incorporated herein by reference.
10.25 Note Purchase Agreement and Guaranty Agreement with respect to
$100,000,000 of Senior Notes of Storage Trust Properties, L.P. Filed
with Storage Trust Realty's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference.
10.26 Deposit Agreement dated as of August 17, 1999 among Registrant, Bank
Boston, N.A. and the holders of the depositary receipts evidencing the
Depositary Shares Each Representing 1/1,000 of a Share of 8.75%
Cumulative Preferred Stock, Series M. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8.75% Cumulative Preferred Stock,
Series M and incorporated herein by reference.
10.27 Limited Partnership Agreement of PSAC Development Partners, L.P. among
PS Texas Holdings, Ltd., PS Pennsylvania Trust and PSAC Storage
Investors, L.L.C. dated as November 15, 1999. Filed with Registrant's
Current Report on Form 8-K dated November 15, 1999 and incorporated
herein by reference.
10.28 Agreement of Limited Liability Company of PSAC Storage Investors,
L.L.C. dated as of November 15, 1999. Filed with Registrant's Current
Report on Form 8-K dated November 15, 1999 and incorporated herein by
reference.
10.29 Deposit Agreement dated as of January 14, 2000 among Registrant,
BankBoston, N.A. and the holders of the depositary receipts evidencing
the Depositary Shares Each Representing 1/1,000 of a Share of Equity
Stock, Series A. Filed with Registrant's Form 8-A/A Registration
Statement relating to the Depositary Shares Each Representing 1/1,000
of a Share of Equity Stock, Series A and incorporated herein by
reference.
10.30 Amended and Restated Agreement of Limited Partnership of PSA
Institutional Partners, L.P. among PS Texas Holdings, Ltd. and the
Limited Partners dated as of March 29, 2000. Filed herewith.
11 Statement Re Computation of Earnings Per Share. Filed herewith.
12 Statement Re Computation of Ratio of Earnings to Fixed Charges. Filed
herewith.
23 Consent of Independent Auditors. Filed herewith.
27 Financial data schedule. Filed herewith.
- --------------------
* Compensatory benefit plan.
** Management constract.
43
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
PUBLIC STORAGE, INC.
Date: March 29, 2000 By: /s/ Harvey Lenkin
-------------- ---------------------------
Harvey Lenkin, President
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------ --------------------------------------------- --------------
<S> <C> <C>
/s/ B. Wayne Hughes Chairman of the Board, Chief March 29, 2000
- ------------------------------------ Executive Officer and Director --------------
B. Wayne Hughes (principal executive officer)
/s/ Harvey Lenkin President and Director March 29, 2000
- ------------------------------------ --------------
Harvey Lenkin
/s/ Marvin M. Lotz Senior Vice President and Director March 29, 2000
- ------------------------------------ --------------
Marvin M. Lotz
/s/ B. Wayne Hughes, Jr. Vice President and Director March 29, 2000
- ------------------------------------ --------------
B. Wayne Hughes, Jr.
/s/ John Reyes Senior Vice President and March 29, 2000
- ------------------------------------ Chief Financial Officer --------------
John Reyes (principal financial officer and
principal accounting officer)
/s/ Robert J. Abernethy Director March 29, 2000
- ------------------------------------ --------------
Robert J. Abernethy
/s/ Dann V. Angeloff Director March 29, 2000
- ------------------------------------ --------------
Dann V. Angeloff
Director
- ------------------------------------
William C. Baker
Director
- ------------------------------------
Thomas J. Barrack, Jr.
/s/ Uri P. Harkham Director March 29, 2000
- ------------------------------------ --------------
Uri P. Harkham
/s/ Daniel C. Staton Director March 29, 2000
- ------------------------------------ --------------
Daniel C. Staton
</TABLE>
44
<PAGE>
PUBLIC STORAGE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES
(Item 14 (a))
Page
References
----------
Report of Independent Auditors.................................... F-1
Consolidated balance sheets as of December 31, 1999 and 1998...... F-2
For each of the three years in the period ended December 31, 1999:
Consolidated statements of income................................. F-3
Consolidated statements of shareholders' equity .................. F-4
Consolidated statements of cash flows............................. F-5 - F-6
Notes to consolidated financial statements........................ F-7 - F-28
SCHEDULE:
III - Real estate and accumulated depreciation.................... F-29 - F-58
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or notes thereto.
45
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Public Storage, Inc.
We have audited the accompanying consolidated balance sheets of Public Storage,
Inc. as of December 31, 1999 and 1998, and the related consolidated statements
of income, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1999. Our audits also included the financial
statement schedule listed in the Index at Item 14 (a). These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Public
Storage, Inc. at December 31, 1999 and 1998, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
ERNST & YOUNG L L P
Los Angeles, California
February 14, 2000
F-1
<PAGE>
PUBLIC STORAGE, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
-------------- --------------
ASSETS
------
<S> <C> <C>
Cash and cash equivalents.................................................... $ 55,125 $ 51,225
Real estate facilities, at cost:
Land...................................................................... 1,036,958 803,226
Buildings................................................................. 2,785,475 2,159,065
-------------- --------------
3,822,433 2,962,291
Accumulated depreciation.................................................. (533,412) (411,176)
-------------- --------------
3,289,021 2,551,115
Construction in process................................................... 140,764 83,138
-------------- --------------
3,429,785 2,634,253
Investment in real estate entities........................................... 457,529 450,513
Intangible assets, net....................................................... 194,326 203,635
Mortgage notes receivable from affiliates.................................... 18,798 5,415
Other assets................................................................. 58,822 58,863
-------------- --------------
Total assets................................................... $ 4,214,385 $ 3,403,904
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Notes payable................................................................ $ 167,338 $ 81,426
Distributions payable........................................................ 82,086 -
Accrued and other liabilities................................................ 89,261 63,813
-------------- --------------
Total liabilities................................................... 338,685 145,239
Minority interest............................................................ 186,600 139,325
Commitments and contingencies
Shareholders' equity:
Preferred Stock, $0.01 par value, 50,000,000 shares authorized, 11,141,100
shares issued and outstanding (11,129,650 issued and outstanding at
December 31, 1998), at liquidation preference:
Cumulative Preferred Stock, issued in series........................ 1,155,150 868,900
Common Stock, $0.10 par value, 200,000,000 shares authorized, 126,697,023
shares issued and outstanding (115,965,945 at December 31, 1998)........ 12,671 11,598
Class B Common Stock, $0.10 par value, 7,000,000 shares authorized and issued 700 700
Paid-in capital........................................................... 2,463,193 2,178,465
Cumulative net income..................................................... 1,089,973 802,088
Cumulative distributions paid............................................. (1,032,587) (742,411)
-------------- --------------
Total shareholders' equity.......................................... 3,689,100 3,119,340
-------------- --------------
Total liabilities and shareholders' equity..................... $ 4,214,385 $ 3,403,904
============== ==============
</TABLE>
See accomanying notes.
F-2
<PAGE>
PUBLIC STORAGE, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
REVENUES:
<S> <C> <C> <C>
Rental income:
Self-storage facilities................................... $ 592,619 $ 488,291 $ 385,540
Commercial properties..................................... 8,204 23,112 40,575
Portable self-storage facilities........................ 27,028 24,466 7,893
Equity in earnings of real estate entities................... 32,183 26,602 17,569
Interest and other income.................................... 16,700 18,614 17,474
------------- ------------- -------------
676,734 581,085 469,051
------------- ------------- -------------
EXPENSES:
Cost of operations:
Storage facilities........................................ 184,481 149,376 117,963
Commercial properties..................................... 2,826 7,951 16,665
Portable self-storage facilities......................... 29,509 48,508 31,086
Depreciation and amortization ................................ 137,719 111,799 92,750
General and administrative.................................... 12,491 11,635 13,462
Interest expense.............................................. 7,971 4,507 6,792
------------- ------------- -------------
374,997 333,776 278,718
------------- ------------- -------------
Income before minority interest and gain on disposition of real
estate....................................................... 301,737 247,309 190,333
Minority interest in income..................................... (16,006) (20,290) (11,684)
------------- ------------- -------------
Net income before gain on disposition of real estate............ 285,731 227,019 178,649
Gain on disposition of real estate.............................. 2,154 - -
------------- ------------- -------------
Net income...................................................... $ 287,885 $ 227,019 $ 178,649
============= ============= =============
Net income allocation:
Allocable to preferred shareholders.......................... $ 94,793 $ 78,375 $ 88,393
Allocable to common shareholders............................. 193,092 148,644 90,256
------------- ------------- -------------
$ 287,885 $ 227,019 $ 178,649
============= ============= =============
PER COMMON SHARE:
Basic net income per share...................................... $1.53 $1.30 $0.92
============= ============= =============
Diluted net income per share.................................... $1.52 $1.30 $0.91
============= ============= =============
Basic weighted average common shares outstanding................ 126,308 113,929 98,446
============= ============= =============
Diluted weighted average common shares outstanding.............. 126,669 114,357 98,961
============= ============= =============
</TABLE>
See accompanying notes.
F-3
<PAGE>
PUBLIC STORAGE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Class B
Preferred Stock Common Common
Cumulative Convertible Stock Stock
---------- ----------- ------ ------
<S> <C> <C> <C> <C>
BALANCES AT DECEMBER 31, 1996.............................. $718,900 $114,929 $8,837 $700
Issuance of Preferred Stock, net of issuance costs:
Series J (6,000 shares)............................... 150,000 - - -
Issuance of Common Stock (14,376,218 shares) - - 1,438 -
Conversion of Convertible Preferred Stock into Common
Stock (2,363,901 shares).............................. - (61,621) 236 -
Net income.............................................. - - - -
Distributions to shareholders:
Preferred Stock....................................... - - - -
Common Stock, $0.88 per share......................... - - - -
---------- ----------- ------ ------
BALANCES AT DECEMBER 31, 1997.............................. 868,900 53,308 10,511 700
Issuance of Common Stock (10,093,648 shares) ........... - - 1,010 -
Conversion of Convertible Preferred Stock into Common
Stock (3,589,552 shares).............................. - (53,308) 359 -
Repurchase of Common Stock (2,819,400 shares).......... - - (282) -
Net income.............................................. - - - -
Distributions to shareholders:
Preferred Stock....................................... - - - -
Common Stock, $0.88 per share......................... - - - -
---------- ----------- ------ ------
BALANCES AT DECEMBER 31, 1998.............................. 868,900 - 11,598 700
Issuance of Preferred Stock, net of issuance costs:
Series K (4,600 shares)............................... 115,000 - - -
Series L (4,600 shares)............................... 115,000 - - -
Series M (2,250 shares)............................... 56,250 - - -
Issuance of Common Stock (15,320,505 shares) ........... - - 1,532 -
Repurchase of Common Stock (4,589,427 shares).......... - - (459) -
Net income.............................................. - - - -
Distributions to shareholders:
Preferred Stock....................................... - - - -
Common Stock regular distribution, $0.88 per share... - - - -
Common Stock special distribution..................... - - - -
---------- ----------- ------ ------
BALANCES AT DECEMBER 31, 1999.............................. $1,155,150 $ - $12,671 $700
========== =========== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Total
Paid-in Cumulative Cumulative Shareholders'
Capital Net Income Distributions Equity
----------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
BALANCES AT DECEMBER 31, 1996.............................. $1,454,387 $396,420 $(388,736) $2,305,437
Issuance of Preferred Stock, net of issuance costs:
Series J (6,000 shares)............................... (5,075) - - 144,925
Issuance of Common Stock (14,376,218 shares) 393,085 - - 394,523
Conversion of Convertible Preferred Stock into Common
Stock (2,363,901 shares).............................. 61,385 - - -
Net income.............................................. - 178,649 - 178,649
Distributions to shareholders:
Preferred Stock....................................... - - (88,393) (88,393)
Common Stock, $0.88 per share......................... - - (86,181) (86,181)
----------- ---------- ------------- -------------
BALANCES AT DECEMBER 31, 1997.............................. 1,903,782 575,069 (563,310) 2,848,960
Issuance of Common Stock (10,093,648 shares) ........... 293,708 - - 294,718
Conversion of Convertible Preferred Stock into Common
Stock (3,589,552 shares).............................. 52,949 - - -
Repurchase of Common Stock (2,819,400 shares).......... (71,974) - - (72,256)
Net income.............................................. - 227,019 - 227,019
Distributions to shareholders:
Preferred Stock....................................... - - (78,375) (78,375)
Common Stock, $0.88 per share......................... - - (100,726) (100,726)
----------- ---------- ------------- -------------
BALANCES AT DECEMBER 31, 1998.............................. 2,178,465 802,088 (742,411) 3,119,340
Issuance of Preferred Stock, net of issuance costs:
Series K (4,600 shares)............................... (3,723) - - 111,277
Series L (4,600 shares)............................... (3,723) - - 111,277
Series M (2,250 shares)............................... (1,872) - - 54,378
Issuance of Common Stock (15,320,505 shares) ........... 402,152 - - 403,684
Repurchase of Common Stock (4,589,427 shares).......... (108,106) - - (108,565)
Net income.............................................. - 287,885 - 287,885
Distributions to shareholders:
Preferred Stock....................................... - - (94,793) (94,793)
Common Stock regular distribution, $0.88 per share... - - (113,297) (113,297)
Common Stock special distribution..................... - - (82,086) (82,086)
----------- ---------- ------------- -------------
BALANCES AT DECEMBER 31, 1999.............................. $2,463,193 $1,089,973 $(1,032,587) $3,689,100
=========== ========== ============= =============
</TABLE>
See accompanying notes.
F-4
<PAGE>
PUBLIC STORAGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income............................................................... $287,885 $227,019 $178,649
Adjustments to reconcile net income to net cash provided by operating
activities:
Less gain on disposition of real estate............................. (2,154) - -
Depreciation and amortization....................................... 137,719 111,799 92,750
Depreciation included in equity in earnings of real estate entities. 19,721 13,884 11,474
Minority interest in income......................................... 16,006 20,290 11,684
--------- --------- ---------
Total adjustments................................................. 171,292 145,973 115,908
--------- --------- ---------
Net cash provided by operating activities......................... 459,177 372,992 294,557
--------- --------- ---------
Cash flows from investing activities:
Principal payments received on mortgage notes receivable............ 28,837 46,897 409
Acquisition of minority interests................................... (36,846) (22,845) (21,559)
Notes receivable from affiliates.................................... (30,594) (33,000) -
Acquisition of real estate facilities............................... (26,640) (46,064) (65,225)
Acquisition cost of business combinations........................... (180,216) (85,883) (164,808)
Reduction in cash due to the deconsolidation of PS Business Parks,
Inc. (See Note 2)................................................. - (11,260) -
Investment in portable self-storage business........................ - (2,571) (29,997)
Investments in real estate entities................................. (77,656) (99,934) (46,151)
Construction in process............................................. (109,047) (79,132) (45,865)
Capital improvements to real estate facilities ..................... (29,023) (31,714) (35,117)
Proceeds from the sale of real estate facilities and real estate
investments....................................................... 12,656 10,275 -
--------- --------- ---------
Net cash used in investing activities............................. (448,529) (355,231) (408,313)
--------- --------- ---------
Cash flows from financing activities:
Net (paydowns) borrowings on revolving line of credit............... - (7,000) 7,000
Net proceeds from the issuance of preferred stock................... 276,932 - 144,925
Net proceeds from the issuance of common stock...................... 10,000 237,860 182,523
Repurchase of the Company's common stock............................ (108,565) (72,256) -
Principal payments on mortgage notes payable........................ (14,088) (15,131) (11,885)
Distributions paid to shareholders.................................. (208,090) (179,101) (174,574)
Distributions paid to minority interests............................ (25,300) (32,312) (20,929)
Investment by minority interests.................................... 61,928 54,809 3,527
Other............................................................... 435 5,140 (2,232)
--------- --------- ---------
Net cash (used in) provided by financing activities............... (6,748) (7,991) 128,355
--------- --------- ---------
Net increase in cash and cash equivalents................................ 3,900 9,770 14,599
Cash and cash equivalents at the beginning of the year................... 51,225 41,455 26,856
--------- --------- ---------
Cash and cash equivalents at the end of the year......................... $55,125 $51,225 $41,455
========= ========= =========
</TABLE>
See accompanying notes.
F-5
<PAGE>
PUBLIC STORAGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)
(CONTINUED)
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES: Business
combinations (Note 3):
<S> <C> <C> <C>
Real estate facilities.............................................. $ (727,925) $ (224,999) $ (657,347)
Construction in process............................................. (11,449) - -
Investment in real estate entities.................................. 66,334 86,966 189,400
Mortgage notes receivable........................................... (6,739) - -
Other assets........................................................ (3,295) (670) (4,119)
Accrued and other liabilities....................................... 23,434 3,793 21,190
Minority interest................................................... 32,201 35,210 74,068
Notes payable....................................................... 100,000 - -
Effect of the deconsolidation of PS Business Parks (Note 2)
Investments in real estate entities................................. - (219,225) -
Real estate facilities, net of accumulated depreciation............. - 433,446 -
Other assets........................................................ - 2,048 -
Accrued and other liabilities....................................... - (10,106) -
Notes payable....................................................... - (14,526) -
Minority interest................................................... - (202,897) -
Acquisition of real estate facilities in exchange for minority interests,
common stock, the assumption of mortgage notes payable, the cancellation of
mortgage notes receivable, the reduction of investment in real estate
entities and other assets............................................. (55,120) (42,047) (119,279)
Assumption of notes payable in exchange for real estate facilities...... - 14,526 -
Other assets given in exchange for real estate facilities............... 3,800 - -
Minority interest issued in exchange for real estate facilities ........ - 1,206 119,279
Cancellation of mortgage notes receivable to acquire real estate facilities 5,573 2,495 -
Reduction of investment in real estate entities in exchange for real estate
facilities........................................................... - 527 -
Disposition of real estate facilities in exchange for notes receivable,
other assets, and investment in real estate entities.................. 29,675 - -
Notes receivable issued in connection with real estate dispositions..... (10,460) - -
Other assets received in connection with real estate dispositions....... (3,800)
Investment in real estate entities...................................... (15,415) (17,133) 30,406
Acquisition of minority interest in exchange for common stock........... (37,560) (25,460) -
Reduction in construction in process - contribution to joint venture.... - - (30,406)
Distributions payable................................................... 82,086 - -
Cumulative distributions paid........................................... (82,086) - -
Issuance of Common Stock:
In connection with business combinations............................ 347,223 13,817 212,000
To acquire minority interests....................................... 46,457 25,908 -
Acquire partnership interests in real estate entities............... - 17,133 -
In connection with conversion of Convertible Preferred Stock........ - 53,308 61,621
Conversion of Convertible Preferred Stock............................... - (53,308) (61,621)
</TABLE>
See accompanying notes.
F-6
<PAGE>
PUBLIC STORAGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. Description of the business
---------------------------
Public Storage, Inc. (the "Company") is a California corporation,
which was organized in 1980. We are a fully integrated, self-administered
and self-managed real estate investment trust ("REIT") whose principal
business activities include the acquisition, development, ownership and
operation of storage facilities which offer storage spaces and containers
for lease, usually on a month-to-month basis, for personal and business
use. In addition, to a much lesser extent, we have interests in commercial
properties.
In 1996 and 1997, we organized Public Storage Pickup and Delivery,
Inc., as a separate corporation and partnership (the corporation and
partnership are collectively referred to as "PSPUD") to operate storage
facilities that rent portable storage containers to customers for storage
in central warehouses. At December 31, 1999, PSPUD had 36 facilities in
operation.
We invest in real estate facilities by acquiring wholly owned
facilities or by acquiring interests in real estate entities which also own
real estate facilities. At December 31, 1999, we had direct and indirect
equity interests in 1,459 properties located in 38 states, including 1,330
self-storage facilities and 129 commercial properties. The Company under
the "Public Storage" name operates all of the self-storage facilities.
Summary of significant accounting policies
------------------------------------------
Basis of presentation
---------------------
The consolidated financial statements include the accounts of the
Company and 35 controlled entities (the "Consolidated Entities").
Collectively, the Company and these entities own a total of 1,210 real
estate facilities, consisting of 1,206 storage facilities and four
commercial properties.
At December 31, 1999, we had equity investments in 12 limited
partnerships in which we do not have a controlling interest. These limited
partnerships collectively own 124 self-storage facilities, which are
managed by the Company. In addition, we own approximately 41% of the common
interest in PS Business Parks, Inc. ("PSB"), which owns and operates 125
commercial properties. We do not control these entities, accordingly, our
investments in these limited partnerships and PSB are accounted for using
the equity method.
From the time of PSB's formation through March 31, 1998, we
consolidated the accounts of PSB in our financial statements. During the
second quarter of 1998, our ownership interest in PSB was reduced below 50%
and, accordingly, we ceased to have a controlling interest in PSB.
Accordingly, effective April 1, 1998, we no longer included the accounts of
PSB in our consolidated financial statements and have accounted for our
investment using the equity method. For all periods after March 31, 1998,
the income statement includes the Company's equity in income of PSB.
Further, commercial property operations for the periods after March 31,
1998 reflect only the commercial property operations of facilities owned by
the Company which have both storage and commercial use combined at the same
property location.
Use of estimates
----------------
The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect
the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.
Income taxes
------------
For all taxable years subsequent to 1980, the Company qualified
and intends to continue to qualify as a REIT, as defined in Section 856 of
the Internal Revenue Code. As a REIT, we are not taxed on that portion of
our taxable income which is distributed to our shareholders provided that
we meet certain tests. We believe we have met these tests during 1999, 1998
F-7
<PAGE>
and 1997; accordingly, no provision for income taxes has been made in the
accompanying financial statements.
Financial instruments
---------------------
The methods and assumptions used to estimate the fair value of
financial instruments is described below. We have estimated the fair value
of our financial instruments using available market information and
appropriate valuation methodologies. Considerable judgment is required in
interpreting market data to develop estimates of market value. Accordingly,
estimated fair values are not necessarily indicative of the amounts that
could be realized in current market exchanges.
For purposes of financial statement presentation, we consider all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
Due to the short period to maturity of our cash and cash
equivalents, accounts receivable, other assets, and accrued and other
liabilities, the carrying values as presented on the consolidated balance
sheets are reasonable estimates of fair value. The carrying amount of
mortgage notes receivable approximates fair value because the aggregate
mortgage notes receivable's applicable interest rates approximate market
rates for these loans. A comparison of the carrying amount of notes payable
to our estimated fair value is included in Note 7, "Notes Payable."
Financial assets that are exposed to credit risk consist primarily
of cash and cash equivalents, accounts receivable, and notes receivable.
Cash and cash equivalents, which consist of short-term investments,
including commercial paper, are only invested in entities with an
investment grade rating. Notes receivable are substantially all secured by
real estate facilities that we believe are valued in excess of the related
note receivable. Accounts receivable are not a significant portion of total
assets and are comprised of a large number of individual customers.
Real estate facilities
----------------------
Real estate facilities are recorded at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of
the buildings and improvements, which are generally between 5 and 25 years.
Evaluation of asset impairment
------------------------------
In 1995, the Financial Accounting Standards Board issued Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Asset to be Disposed Of" which requires impairment losses to be
recorded on long-lived assets. We annually evaluate long-lived assets
(including goodwill), by identifying indicators of impairment and by
comparing the sum of the estimated undiscounted future cash flows for each
asset to the asset's carrying amount. When indicators of impairment are
present and the sum of the undiscounted cash flows is less than the
carrying value of such asset, an impairment loss is recorded equal to the
difference between the asset's current carrying value and its value based
upon discounting its estimated future cash flows. Statement No. 121 also
addresses the accounting for long-lived assets that are expected to be
disposed of. Such assets are to be reported at the lower of their carrying
amount or fair value, less cost to sell. Our evaluations have indicated no
impairment in the carrying amount of our assets.
Other assets
------------
Other assets primarily consist of furniture, fixtures, equipment,
and other such assets associated with the portable self-storage business as
well as accounts receivable, prepaid expenses, and other such assets of the
Company. Included in other assets with respect to the portable self-storage
business is furniture, fixtures, and equipment (net of accumulated
depreciation) of $34,704,000 and $36,358,000 at December 31, 1999 and 1998,
respectively. Included in depreciation and amortization expense is
$4,915,000, $4,317,000, and $1,394,000 in the years ended December 31,
1999, 1998, and 1997, respectively, of depreciation of furniture, fixtures,
and equipment of the portable self-storage business.
F-8
<PAGE>
Intangible assets
-----------------
Intangible assets consist of property management contracts
($165,000,000) and the cost over the fair value of net tangible and
identifiable intangible assets ($67,726,000) acquired. Intangible assets
are amortized straight-line over 25 years. At December 31, 1999 and 1998,
intangible assets are net of accumulated amortization of $38,400,000 and
$29,091,000, respectively. Included in depreciation and amortization
expense is $9,309,000 in each of the three fiscal years ended December 31,
1999 with respect to the amortization of intangible assets.
Revenue and expense recognition
-------------------------------
Property rents are recognized as earned. Equity in earnings of
real estate entities are recognized based on our ownership interest in the
earnings of each of the unconsolidated real estate entities. Advertising
costs are expensed as incurred.
Environmental costs
-------------------
Our policy is to accrue environmental assessments and/or
remediation cost when it is probable that such efforts will be required and
the related costs can be reasonably estimated. Our current practice is to
conduct environmental investigations in connection with property
acquisitions. As a result of environmental investigations of our
properties, which commenced in 1995, we recorded an amount which, in our
best estimate, will be sufficient to satisfy anticipated costs of known
investigation and remediation requirements. Although there can be no
assurance, we are not aware of any environmental contamination of any of
our facilities which individually or in the aggregate would be material to
our overall business, financial condition, or results of operations.
Net income per common share
---------------------------
Diluted net income per common share is computed using the weighted
average common shares outstanding (adjusted for stock options). The Class B
Common Stock is not included in the determination of net income per common
share because all contingencies required for the conversion to common stock
have not been satisfied as of December 31, 1999. In addition, the inclusion
of the convertible preferred stock (for periods prior to conversion) in the
determination of net income per common share has been determined to be
anti-dilutive.
In computing earnings per common share, preferred stock dividends
totaling $94,793,000, $78,375,000 and $88,393,000 for the years ended
December 31, 1999, 1998 and 1997, respectively, reduced income available to
common stockholders in the determination of net income allocable to common
stockholders.
Stock-based compensation
------------------------
In October 1995, the Financial Accounting Standards Board issued
Statement No. 123 "Accounting for Stock-Based Compensation" which provides
companies an alternative to accounting for stock-based compensation as
prescribed under APB Opinion No. 25 (APB 25). Statement 123 encourages, but
does not require companies to recognize expense for stock-based awards
based on their fair value at date of grant. Statement No. 123 allows
companies to continue to follow existing accounting rules (intrinsic value
method under APB 25) provided that pro-forma disclosures are made of what
net income and earnings per share would have been had the new fair value
method been used. We have elected to adopt the disclosure requirements of
Statement No. 123 but will continue to account for stock-based compensation
under APB 25.
Reclassifications
-----------------
Certain reclassifications have been made to the consolidated
financial statements for 1998 and 1997 in order to conform to the 1999
presentation.
F-9
<PAGE>
3. Business combinations
---------------------
On March 12, 1999, we completed a merger with Storage Trust
Realty, Inc. ("Storage Trust"). All the outstanding stock of Storage Trust
was exchanged for 13,009,485 shares of the Company's common stock and an
additional 1,011,963 shares were reserved for issuance upon conversion of
limited partnership units in Storage Trust's operating partnership. The
aggregate acquisition cost of the merger was approximately $575,676,000,
consisting of the issuance of the Company's common stock of approximately
$347,223,000, cash of approximately $105,239,000, the assumption of debt in
the amount of $100,000,000, and the Company's pre-existing investment in
Storage Trust of approximately $23,214,000.
During 1998, we completed mergers with two affiliated public
REITs. We acquired all the outstanding stock of the REITs for an aggregate
cost of $37,132,000, consisting of the issuance of 433,526 shares of the
Company's common stock ($13,817,000), a $18,571,000 reduction of the
Company's pre-existing investment and $4,744,000 in cash.
Partnership acquisitions:
-------------------------
During 1999, we acquired all of the limited partner interest in
fourteen partnerships, which owned an aggregate of 40 storage facilities.
Prior to the acquisitions, we accounted for our investment in each of these
partnerships using the equity method. As a result of increasing our
ownership interest and obtaining control of the partnerships, we began to
consolidate the accounts of the partnerships in the consolidated financial
statements. The aggregate amount of the interests acquired totaled
$118,453,000 consisting of a $43,476,000 reduction of the Company's
pre-existing investment and cash of $74,977,000.
During 1998, we increased our ownership interest in three limited
partnerships in which the Company is the general partner. Prior to the
acquisitions, we accounted for our investment in each of the three
partnerships using the equity method. As a result, we began to consolidate
the accounts of these partnerships for financial statement purposes. The
aggregate amount of the interests acquired totaled $149,534,000 consisting
of a $68,395,000 reduction of the Company's pre-existing investment and
cash of $81,139,000.
The mergers were structured as a tax-free transactions. The
mergers and acquisitions of affiliated limited partner interests have been
accounted for using the purchase method. Accordingly, allocations of the
total acquisition cost to the net assets acquired were made based upon the
fair value of such assets and liabilities assumed with respect to the
transactions occurring in 1999 and 1998 are summarized as follows:
F-10
<PAGE>
<TABLE>
<CAPTION>
Storage Trust Partnership REIT
Merger Acquisitions Mergers Total
------------- ------------ ---------- ------------
(Amounts in thousands)
1999 BUSINESS COMBINATIONS:
<S> <C> <C> <C> <C>
Real estate facilities............... $ 598,577 $ 129,348 $ - $ 727,925
Construction in process.............. 11,449 - - 11,449
Investment in real estate entities... 356 - - 356
Mortgage notes receivable............ 6,739 - - 6,739
Other assets......................... 2,909 386 - 3,295
Accrued liabilities.................. (17,345) (6,089) - (23,434)
Minority interest.................... (27,009) (5,192) - (32,201)
------------- ------------ ---------- ------------
$ 575,676 $ 118,453 $ - $ 694,129
============= ============ ========== ============
1998 BUSINESS COMBINATIONS:
Real estate facilities............... $ - $ 151,028 $ 73,971 $ 224,999
Other assets......................... - 399 271 670
Accrued and other liabilities........ - (1,513) (2,280) (3,793)
Minority interest.................... - (380) (34,830) (35,210)
------------- ------------ ---------- ------------
$ - $ 149,534 $ 37,132 $ 186,666
============= ============ ========== ============
</TABLE>
The historical operating results of the above acquisitions prior
to each respective acquisition date have not been included in the Company's
historical operating results. Pro forma data (unaudited) for the two years
ended December 31, 1999 as though the business combinations above had been
effective at the beginning of fiscal 1998 are as follows:
For the Year
Ended December 31,
----------------------------
1999 1998
--------- ---------
(in thousands except per share data)
Revenues...................................... $702,249 $688,363
Net income.................................... $289,606 $239,218
Net income per common share (Basic)........... $1.50 $1.26
Net income per common share (Diluted)......... $1.50 $1.25
The pro forma data does not purport to be indicative either of
results of operations that would have occurred had the transactions
occurred at the beginning of fiscal 1998 or future results of operations of
the Company. Certain pro forma adjustments were made to the combined
historical amounts to reflect (i) expected reductions in general and
administrative expenses, (ii) estimated increased interest expense from
bank borrowings to finance the cash portion of the acquisition cost and
(iii) estimated increase in depreciation and amortization expense.
F-11
<PAGE>
4. Real estate facilities
----------------------
Activity in real estate facilities during 1999, 1998 and 1997 is
as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
(Amounts in thousands)
Operating facilities, at cost:
<S> <C> <C> <C>
Beginning balance....................................... $ 2,962,291 $ 3,077,529 $ 2,185,498
Property acquisitions:
Business combinations (Note 3) ...................... 727,925 224,999 657,347
Other acquisitions.................................. 36,013 64,818 184,504
Disposition of facilities............................... (26,021) - -
Facilities contributed to unconsolidated real estate
entities................................................ (15,415) - -
Newly developed facilities opened for operations........ 62,870 38,629 8,639
Acquisition of minority interest (Note 8)............... 45,747 23,293 8,904
Capital improvements.................................... 29,023 31,714 35,117
PSB deconsolidation (see below)......................... - (498,691) (2,480)
------------- ------------- -------------
Ending balance.......................................... 3,822,433 2,962,291 3,077,529
------------- ------------- -------------
Accumulated depreciation:
Beginning balance....................................... (411,176) (378,248) (297,655)
Additions during the year............................... (123,495) (98,173) (82,047)
Disposition of facilities............................... 1,259 - -
PSB deconsolidation (see below) ........................ - 65,245 1,454
------------- ------------- -------------
Ending balance.......................................... (533,412) (411,176) (378,248)
------------- ------------- -------------
Construction in progress:
Beginning balance....................................... 83,138 42,635 35,815
Current development..................................... 109,047 79,132 45,865
Property acquisitions - merger with Storage Trust....... 11,449 - -
Property contribution to unconsolidated real estate entities - - (30,406)
Newly developed facilities opened for operations........ (62,870) (38,629) (8,639)
------------- ------------- -------------
Ending balance.......................................... 140,764 83,138 42,635
------------- ------------- -------------
Total real estate facilities............................ $ 3,429,785 $ 2,634,253 $ 2,741,916
============= ============= =============
</TABLE>
Operating Facilities
--------------------
During 1999, we acquired a total of 253 real estate facilities for
an aggregate cost of $727,925,000 in connection with certain business
combinations (Note 3). In addition, we also acquired three storage
facilities and two industrial facilities for an aggregate cost of
$36,013,000, consisting of the cancellation of mortgage notes receivable
($5,573,000), other assets ($3,800,000), and cash ($26,640,000).
In April 1999, we sold six properties for approximately
$10,500,000 (composed of $1,460,000 cash, notes receivable of $5,240,000,
and other assets of $3,800,000) and granted the buyer an option to acquire
an additional eight properties for approximately $18,800,000. The option to
acquire the properties was exercised in January 2000. There was no gain or
loss on the disposition of these facilities.
In addition, during 1999, we disposed of an industrial facility,
two storage facilities through condemnation proceedings, and four plots of
land for an aggregate of approximately $16,416,000, composed of $11,196,000
cash and $5,220,000 mortgage notes receivable. In aggregate, we recorded a
gain upon sale of $2,154,000, representing the difference between the
proceeds received and the net book value of the real estate.
During 1998, we acquired a total of 53 real estate facilities for
an aggregate cost of $224,999,000 in connection with certain business
combinations (Note 3). We also acquired two storage facilities for an
aggregate cost of $9,384,000, consisting of the cancellation of mortgage
notes receivable ($2,495,000), the Company's existing investment
F-12
<PAGE>
($527,000), and cash ($6,362,000). In addition, three commercial facilities
were acquired for an aggregate cost of $55,434,000 consisting of the
assumption of mortgage notes payable ($14,526,000), the issuance of
minority interests ($1,206,000) and cash ($39,702,000).
Effective April 1, 1998, we no longer included the accounts of PSB
in our consolidated financial statements (Note 2). As a result of this
change, real estate facilities and accumulated depreciation were reduced by
$498,691,000 and $65,245,000, respectively, reflecting our historical cost
of the PSB real estate facilities which are no longer included in the
consolidated financial statements.
During 1997, we acquired a total of 176 real estate facilities for
an aggregate cost of $657,347,000 in connection with certain business
combinations. We also acquired an additional 14 real estate facilities from
third parties with an aggregate acquisition cost of $184,504,000 consisting
of the issuance of minority interests ($119,279,000) and cash
($65,225,000).
A substantial number of the real estate facilities acquired during
1999, 1998, and 1997 were acquired from affiliates in connection with
business combinations with an aggregate acquisition cost of approximately
$129,348,000, $224,999,000, and $657,347,000 respectively.
Construction in Progress
------------------------
Construction in progress consists of land and development costs
relating to the development of storage facilities. In April 1997, the
Company and an institutional investor created a joint venture for the
purpose of developing up to $220 million of storage facilities. We own 30%
of the joint venture interest and the institutional investor owns the
remaining 70% interest. We periodically transferred newly developed
properties, the cost of which were included in real estate, to the
partnership as part of our capital contribution to the partnership. Due to
our ownership of less than 50%, our investment in the joint venture is
accounted for using the equity method (See Note 5).
In November 1999, we formed a second joint venture with an joint
venture partner whose partners include an institutional investor and B.
Wayne Hughes, chairman and chief executive officer of the Company to
participate in the development of approximately $100 million of storage
facilities and to purchase $100 million of the Company's Equity Stock,
Series AAA. The joint venture is funded solely with equity capital
consisting of 51% from the Company and 49% from the joint venture partner.
This joint venture is consolidated in the Company's financial statements.
The term of the joint venture is 15 years. After six years the joint
venture partner has the right to cause the Company to purchase the joint
venture partner's interest for an amount necessary to provide it with a
maximum return of 10.75% per year or less in certain circumstances. The
joint venture partner provides Mr. Hughes with a fixed yield of
approximately 8.0% per annum.
Construction in progress includes costs associated with 44
facilities with total incurred costs of approximately $111 million.
Construction in progress also includes expansions of existing facilities
and costs of projects which have not yet begun construction.
At December 31, 1999, the unaudited adjusted basis of real estate
facilities for Federal income tax purposes was approximately $2.9 billion.
F-13
<PAGE>
5. Investments in real estate entities
-----------------------------------
Summarized combined financial data with respect to those real
estate entities in which the Company had an ownership interest at December
31, 1999 are as follows:
<TABLE>
<CAPTION>
Other Development
Equity Investments Joint Venture PSB Total
------------------ ------------- ------------ ------------
(Amounts in thousands)
For the year ended December 31, 1999:
<S> <C> <C> <C> <C>
Rental income........................ $ 49,318 $ 15,570 $ 125,327 $ 190,215
Other income......................... 1,851 608 3,286 5,745
------------------ ------------- ------------ ------------
Total revenues................... 51,169 16,178 128,613 195,960
------------------ ------------- ------------ ------------
Cost of operations................... 15,387 7,749 34,891 58,027
Depreciation and amortization........ 5,906 4,401 29,762 40,069
Other expenses....................... 4,473 95 6,400 10,968
------------------ ------------- ------------ ------------
Total expenses................... 25,766 12,245 71,053 109,064
------------------ ------------- ------------ ------------
Net income before minority interest and
extraordinary item............... 25,403 3,933 57,560 86,896
Minority interest ................... - - (16,110) (16,110)
------------------ ------------- ------------ ------------
Income before extraordinary item..... 25,403 3,933 41,450 70,786
Loss on early extinguishment of debt. - - (195) (195)
------------------ ------------- ------------ ------------
Net income....................... $ 25,403 $ 3,933 $ 41,255 $ 70,591
================== ============= ============ ============
At December 31, 1999:
Real estate, net .................... $ 111,286 $ 218,462 $ 802,276 $1,132,024
Total assets......................... 144,775 226,671 903,741 1,275,187
Total liabilities.................... 56,292 6,522 58,261 121,075
Preferred equity..................... - - 187,750 187,750
Total common/partners' equity........ 88,483 220,149 657,730 966,362
The Company's investment (book
value) at December 31, 1999...... $ 145,317 $ 66,045 $ 246,167 $ 457,529
The Company's effective average
ownership interest at December
31, 1999 (A)..................... 41% 30% 41% 39%
</TABLE>
(A) Reflects our ownership interest with respect to total
common/partners' equity.
At December 31, 1999, our investments in real estate entities
consist of ownership interests in 13 partnerships, which principally own
self-storage facilities and an ownership interest in PSB. Such interests
are non-controlling interests of less than 50% and are accounted for using
the equity method of accounting. Accordingly, earnings are recognized based
upon our ownership interest in each of the partnerships. During 1999, 1998,
and 1997, we recognized earnings from our investments of $32,183,000,
$26,602,000 and $17,569,000, respectively, and received cash distributions
totaling $15,949,000, $17,968,000 and $15,673,000, respectively.
During 1999 and 1998, our investment in real estate entities
decreased principally as a result of business combinations whereby the
Company eliminated approximately $66,690,000 and $86,966,000, respectively,
of pre-existing investments in real estate entity investments. Offsetting
these decreases are additional investments made by the Company in other
unconsolidated entities totaling $77,656,000 and $319,159,000 (including
$219,225,000 due to the deconsolidation of PSB) in 1999 and 1998,
respectively.
F-14
<PAGE>
In April 1997, the Company and an institutional investor formed a
joint venture partnership for the purpose of developing up to $220 million
of storage facilities. As of December 31, 1999, the joint venture
partnership had completed construction on 44 storage facilities with a
total cost of approximately $211.4 million, and had three facilities under
construction with an aggregate cost incurred to date of approximately $13.0
million. The partnership is funded solely with equity capital consisting of
30% from the Company and 70% from the institutional investor.
6. Revolving line of credit
------------------------
The credit agreement (the "Credit Facility") has a borrowing limit
of $150 million and an expiration date of July 1, 2002. The expiration date
may be extended by one year on each anniversary of the credit agreement.
Interest on outstanding borrowings is payable monthly. At our option, the
rate of interest charged is equal to (i) the prime rate or (ii) a rate
ranging from the London Interbank Offered Rate ("LIBOR") plus 0.40% to
LIBOR plus 1.10% depending on the Company's credit ratings and coverage
ratios, as defined. In addition, the Company is required to pay a quarterly
commitment fee of 0.250% (per annum). The Credit Facility allows us, at our
option, to request the group of banks to propose the interest rate they
would charge on specific borrowings not to exceed $50 million; however, in
no case may the interest rate proposal be greater than the amount provided
by the Credit Facility.
Under covenants of the Credit Facility, we are required to (i)
maintain a balance sheet leverage ratio of less than 0.40 to 1.00, (ii)
maintain net income of not less than $1.00 for each fiscal quarter, (iii)
maintain certain cash flow and interest coverage ratios (as defined) of not
less than 1.0 to 1.0 and 5.0 to 1.0, respectively and (iv) maintain a
minimum total shareholders' equity (as defined). In addition, we are
limited in its ability to incur additional borrowings (we are required to
maintain unencumbered assets with an aggregate book value equal to or
greater than three times our unsecured recourse debt) or sell assets. We
were in compliance with the covenants of the Credit Facility at December
31, 1999.
F-15
<PAGE>
7. Notes payable
-------------
Notes payable at December 31, 1999 and 1998 consist of the
following:
<TABLE>
<CAPTION>
1999 1998
----------------------- ------------------------
Carrying Carrying
amount Fair value amount Fair value
---------- ---------- --------- -----------
(Amounts in thousands)
<S> <C> <C> <C> <C>
7.08% to 7.66% unsecured senior notes, due at varying dates
between November 2003 and January 2007............... $ 138,000 $ 138,000 $ 46,000 $ 46,000
Mortgage notes payable:
10.55% mortgage notes secured by real estate facilities,
principal and interest payable monthly, due August 2004 26,231 27,438 28,401 30,942
7.134% to 10.5% mortgage notes secured by real estate
facilities, principal and interest payable monthly, due
at varying dates between May 2004 and September 2028 3,107 3,107 7,025 7,025
---------- ---------- --------- -----------
$167,338 $ 168,545 $ 81,426 $ 83,967
========== ========== ========= ===========
</TABLE>
All of our notes payable are fixed rate. The senior notes require
interest and principal payments to be paid semi-annually and have various
restrictive covenants, all of which have been met at December 31, 1999.
The 10.55% mortgage notes consist of five notes, which are
cross-collateralized by 19 properties and are due to a life insurance
company. Although there is a negative spread between the carrying value and
the estimated fair value of the notes, the notes provide for the prepayment
of principal subject to the payment of penalties, which exceed this
negative spread. Accordingly, prepayment of the notes at this time would
not be economically practicable.
Mortgage notes payable are secured by 24 real estate facilities
having an aggregate net book value of approximately $50.1 million at
December 31, 1999.
At December 31, 1999, approximate principal maturities of notes
payable are as follows:
Unsecured
Senior Notes Mortgage debt Total
------------- ------------- -------------
(in thousands)
2000 .................... $ 8,750 $ 2,622 $ 11,372
2001..................... 9,500 2,910 12,410
2002..................... 24,450 3,530 27,980
2003..................... 35,900 3,585 39,485
2004..................... 25,800 15,063 40,863
Thereafter............... 33,600 1,628 35,228
------------- ------------- -------------
$ 138,000 $ 29,338 $ 167,338
============= ============= =============
Weighted average rate.... 7.4% 10.3% 7.9%
============= ============= =============
Interest paid (including interest related to the borrowings on the
Credit Facility) during 1999, 1998 and 1997 was $12,528,000, $7,690,000 and
$8,884,000, respectively. In addition, in 1999, 1998 and 1997, the Company
capitalized interest totaling $4,509,000, $3,481,000 and $2,428,000,
respectively, related to construction of real estate facilities.
F-16
<PAGE>
8. Minority interest
-----------------
In consolidation, we classify ownership interests in the net
assets of each of the Consolidated Entities, other than our own, as
minority interest on the consolidated financial statements. Minority
interest in income consists of the minority interests' share of the
operating results of the Company relating to the consolidated operations of
the Consolidated Entities.
In connection with the merger with Storage Trust, minority
interest increased by approximately $27,009,000, reflecting the fair value
of 1,011,963 operating partnership units ("OP Units") in Storage Trust's
operating partnership owned by minority interests. As of December 31, 1999,
770,892 of such units are outstanding. OP Units are convertible on a
one-for-one basis (subject to certain limitations) into common shares of
the Company at the option of the unitholder. Minority interest in income
with respect to OP Units reflects the OP Units' share of the net income of
the Company, with net income allocated to minority interests with respect
to weighted average outstanding OP Units on a per unit basis equal to
diluted earnings per common share. During the year ended December 31, 1999,
241,071 OP units were exchanged for an equal number of shares of the
Company's common stock, for a total cost of approximately $6,434,000. These
transactions had the effect of reducing minority interest by approximately
$6,434,000.
In addition to the above, during 1999, we acquired limited
partnership interests in certain of the Consolidated Entities in several
transactions for an aggregate cost of $76,873,000, consisting of
approximately $36,846,000 in cash and $40,027,000 in the issuance of common
stock. These transactions had the effect of reducing minority interest by
approximately $31,126,000. The excess of the cost over the underlying book
value ($45,747,000) has been allocated to real estate facilities in
consolidation. In 1998 and 1997, the Company acquired interests in the
Consolidated Entities at an aggregate cost of $48,753,000 and $21,559,000,
respectively, reducing minority interest by approximately $25,640,000 and
$12,655,000, respectively. The excess of cost over underlying book values
($23,293,000, and $8,904,000 in 1998 and 1997, respectively) was allocated
to real estate facilities in consolidation.
During 1999, 1998 and 1997, in connection with certain business
combinations (Note 3) minority interest was increased by $32,201,000,
$35,210,000 and $74,068,000, respectively, representing the remaining
partners' equity interests in the aggregate net assets of the Consolidated
Entities.
9. Property management
-------------------
Throughout the three year period ended December 31, 1999, the
Company, pursuant to property management contracts, managed real estate
facilities owned by affiliated entities and to a lesser extent by third
parties. The property management contracts generally provide for
compensation equal to 6% of gross revenues of the facilities managed.
F-17
<PAGE>
10. Shareholders' equity
--------------------
Preferred Stock
---------------
At December 31, 1999 and 1998, we had the following series of
Preferred Stock outstanding:
<TABLE>
<CAPTION>
At December 31, 1999 At December 31, 1998
---------------------------- ----------------------------
Dividend Shares Carrying Shares Carrying
Series Rate Outstanding Amount Outstanding Amount
- -------------------------- --------- ------------ --------- ----------- ---------
(Dollar amounts in thousands)
<S> <C> <C> <C> <C> <C>
Series A 10.000% 1,825,000 $ 45,625 1,825,000 $ 45,625
Series B 9.200% 2,386,000 59,650 2,386,000 59,650
Series C Adjustable 1,200,000 30,000 1,200,000 30,000
Series D 9.500% 1,200,000 30,000 1,200,000 30,000
Series E 10.000% 2,195,000 54,875 2,195,000 54,875
Series F 9.750% 2,300,000 57,500 2,300,000 57,500
Series G 8.875% 6,900 172,500 6,900 172,500
Series H 8.450% 6,750 168,750 6,750 168,750
Series I 8.625% 4,000 100,000 4,000 100,000
Series J 8.000% 6,000 150,000 6,000 150,000
Series K 8.250% 4,600 115,000 - -
Series L 8.250% 4,600 115,000 - -
Series M 8.750% 2,250 56,250 - -
------------ --------- ----------- ---------
Total Senior Preferred Stock 11,141,100 $1,155,150 11,129,650 $868,900
============ ========= =========== =========
</TABLE>
On January 19, 1999, we issued 4.6 million depository shares (each
representing 1/1,000 of a share) of our Preferred Stock, Series K, raising
net proceeds of approximately $111,277,000. On March 10, 1999, we issued
4.6 million depositary shares (each representing 1/1,000 of a share) of our
Preferred Stock, Series L, raising net proceeds of approximately
$111,277,000. On August 17, 1999, we issued 2.25 million depositary shares
(each representing 1/1,000 of a share) of our Preferred Stock, Series M,
raising net proceeds of approximately $54,378,000.
The Series A through Series M (collectively the "Cumulative Senior
Preferred Stock") have general preference rights with respect to
liquidation and quarterly distributions. Holders of the preferred stock,
except under certain conditions and as noted above, will not be entitled to
vote on most matters. In the event of a cumulative arrearage equal to six
quarterly dividends or failure to maintain a Debt Ratio (as defined) of 50%
or less, holders of all outstanding series of preferred stock (voting as a
single class without regard to series) will have the right to elect two
additional members to serve on the Company's Board of Directors until
events of default have been cured. At December 31, 1999, there were no
dividends in arrears and the Debt Ratio was 3.5%.
Except under certain conditions relating to the Company's
qualification as a REIT, the Senior Preferred Stock is not redeemable prior
to the following dates: Series A - September 30, 2002, Series B - March 31,
2003, Series C - June 30, 1999, Series D - September 30, 2004, Series E -
January 31, 2005, Series F - April 30, 2005, Series G - December 31, 2000,
Series H - January 31, 2001, Series I - October 31, 2001, Series J - August
31, 2002, Series K - January 19, 2004, Series L - March 10, 2004, Series M
- August 17, 2004. On or after the respective dates, each of the series of
Senior Preferred Stock will be redeemable at the option of the Company, in
whole or in part, at $25 per share (or depositary share in the case of the
Series G, Series H, Series I, Series J, Series K, Series L and Series M),
plus accrued and unpaid dividends.
F-18
<PAGE>
Common stock
------------
During 1999, 1998 and 1997, we issued and repurchased shares of
our common stock as follows:
<TABLE>
<CAPTION>
1999 1998 1997
Shares Amount Shares Amount Shares Amount
----------- ----------- ----------- ----------- ----------- -----------
(Dollar amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Public offerings.................... - $ - 7,951,821 $ 234,521 6,600,000 $181,448
In connection with mergers (Note 3) 13,009,485 347,223 433,526 13,817 7,681,432 212,000
Exercise of stock options........ 511,989 10,000 219,596 3,339 94,786 1,075
Issuance to affiliates........... - - 853,700 26,362 - -
Conversion of OP units.......... 241,071 6,434 - - - -
Conversion of Convertible Preferred
Stock.......................... - - 3,589,552 53,308 2,363,901 61,621
Acquisition of interests in real
estate entities (A)............ 1,557,960 40,027 635,005 16,679 - -
Repurchases of stock............. (4,589,427) (108,565) (2,819,400) (72,256) - -
----------- ----------- ----------- ----------- ----------- -----------
10,731,078 $ 295,119 10,863,800 $ 275,770 16,740,119 $456,144
=========== =========== =========== =========== =========== ===========
</TABLE>
(A) The amounts for 1999 include the conversion of 241,071 OP Units with an
approximate value of $6,434,000.
Shares of common stock issued to affiliates in 1998 were in
exchange for interests in real estate entities. All the shares of common
stock, with the exception of the shares issued in connection with the
exercise of stock options, were issued at the prevailing market price at
the time of issuance.
On June 1, 1998, we exercised an option to redeem the 8.25%
Convertible Preferred Stock in exchange for common stock, at the conversion
rate of 1.6835 shares of common stock for each share of Convertible
Preferred Stock. Pursuant to the redemption, which was effective July 1,
1998, we issued 3,503,303 shares of common stock.
On June 12, 1998, we announced that the Board of Directors
authorized the repurchase from time to time of up to 10,000,000 shares of
the Company's common stock on the open market or in privately negotiated
transactions. Cumulatively through December 31, 1999, we repurchased a
total of 7,408,827 shares of common stock at an aggregate cost of
approximately $180,821,000. On March 4, 2000, the Board of Directors
increased the authorized number of shares which the Company could
repurchase to 15,000,000.
On March 12, 1999, we issued 13,009,485 shares of common stock
pursuant to the merger with Storage Trust Realty and reserved 1,011,963
additional shares for issuance upon conversion of units in Storage Trust
Realty's operating partnership.
At December 31, 1999, the Company had 4,707,779 shares of common
stock reserved in connection with the Company's stock option plans (Note
11), 7,000,000 shares of common stock reserved for the conversion of the
Class B Common Stock and 770,892 shares reserved for the conversion of OP
Units.
F-19
<PAGE>
Class B Common Stock
--------------------
The Class B Common Stock will (i) not participate in distributions
until the later to occur of funds from operations ("FFO") per Common Share,
as defined below, aggregating $1.80 during any period of four consecutive
calendar quarters, or January 1, 2000; thereafter, the Class B Common Stock
will participate in distributions (other than liquidating distributions),
at the rate of 97% of the per share distributions on the Common Stock,
provided that cumulative distributions of at least $0.22 per quarter per
share have been paid on the Common Stock, (ii) not participate in
liquidating distributions, (iii) not be entitled to vote (except as
expressly required by California law) and (iv) automatically convert into
Common Stock, on a share for share basis, upon the later to occur of FFO
per Common Share aggregating $3.00 during any period of four consecutive
calendar quarters or January 1, 2003.
For these purposes, FFO means net income (loss) (computed in
accordance with generally accepted accounting principles) before (i) gain
(loss) on early extinguishment of debt, (ii) minority interest in income
and (iii) gain (loss) on disposition of real estate, adjusted as follows:
(i) plus depreciation and amortization (including the Company's pro-rata
share of depreciation and amortization of unconsolidated equity interests
and amortization of assets acquired in a merger, including property
management agreements and goodwill), and (ii) less FFO attributable to
minority interest. For these purposes, FFO per Common Share means FFO less
preferred stock dividends (other than dividends on convertible preferred
stock) divided by the outstanding weighted average shares of Common Stock
assuming conversion of all outstanding convertible securities and the Class
B Common Stock.
For these purposes, FFO per share of Common Stock (as defined) was
$2.50 for the year ended December 31, 1999.
Equity Stock
------------
The Company is authorized to issue 200,000,000 shares of Equity
Stock. The Articles of Incorporation provide that the Equity Stock may be
issued from time to time in one or more series and gives the Board of
Directors broad authority to fix the dividend and distribution rights,
conversion and voting rights, redemption provisions and liquidation rights
of each series of Equity Stock.
In June 1997, we contributed $22,500,000 (225,000 shares) of
equity stock, now designated as Equity Stock, Series AA ("Equity Stock AA")
to a partnership in which the Company is the general partner. As a result
of this contribution, the Company obtained a controlling interest in the
partnership and began to consolidate the accounts of the partnership and
therefore the equity stock is eliminated in consolidation. The Equity Stock
AA ranks on a parity with Common Stock and junior to the Senior Preferred
Stock with respect to general preference rights and has a liquidation
amount of ten times the amount paid to each Common Share up to a maximum of
$100 per share. Quarterly distributions per share on the Equity Stock AA
are equal to the lesser of (i) 10 times the amount paid per Common Stock or
(ii) $2.20. We have no obligation to pay distributions if no distributions
are paid to common shareholders.
In November 1999, we sold $100,000,000 (4,289,544 shares) of
Equity Stock, Series AAA ("Equity Stock AAA") to a newly formed joint
venture. We control the joint venture and consolidate the accounts of the
joint venture, and accordingly the Equity Stock AAA is eliminated in
consolidation. The Equity Stock AAA ranks on a parity with Common Stock and
junior to the Senior Preferred Stock (as defined below) with respect to
general preference rights, and has a liquidation amount equal to 120% of
the amount distributed to each common share. Quarterly distributions per
share are equal to the lesser of (i) five times the amount paid per common
share or (ii) $2.1564. We have no obligation to pay distributions if no
distributions are paid to common shareholders.
F-20
<PAGE>
Dividends
---------
The unaudited characterization of dividends for Federal income tax
purposes is made based upon earnings and profits of the Company, as defined
by the Internal Revenue Code. Distributions declared by the Board of
Directors (including distributions to the holders of preferred stock) in
1999 and 1997 were characterized entirely as ordinary income. For 1998, our
dividends for the first, third, and fourth quarter were characterized as
ordinary income in their entirety. For the second quarter of 1998, 86.11%
of the dividends were characterized as ordinary income, and the remainder
was characterized as a capital gain.
On November 4, 1999, the Board of Directors declared a special
distribution to the common shareholders. The special distribution is
comprised of (i) $0.65 per common share payable in depositary shares,
representing interests in Equity Stock, Series A, with cash being paid in
lieu of fractional shares or (ii) at the election of each common
shareholder, $0.62 per common share payable in cash. The special
distribution was accrued at December 31, 1999, and paid on January 14, 2000
to shareholders of record as of November 15, 1999.
The following summarizes dividends during 1999, 1998 and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ------------------ -------------------
Per share Total Per share Total Per share Total
--------- ------ --------- ------ --------- ------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Series A $2.500 $4,563 $2.500 $4,563 $2.500 $4,563
Series B $2.300 5,488 $2.300 5,488 $2.300 5,488
Series C $1.688 2,024 $1.688 2,024 $1.844 2,213
Series D $2.375 2,850 $2.375 2,850 $2.375 2,850
Series E $2.500 5,488 $2.500 5,488 $2.500 5,488
Series F $2.437 5,606 $2.437 5,606 $2.437 5,606
Series G $2.219 15,309 $2.219 15,309 $2.219 15,309
Series H $2.112 14,259 $2.112 14,259 $2.112 14,259
Series I $2.156 8,625 $2.156 8,625 $2.156 8,625
Series J $2.000 12,000 $2.000 12,000 $0.689 4,133
Series K $1.965 9,040 - - - -
Series L $1.673 7,695 - - - -
Series M $0.820 1,846 - - - -
Convertible - $1.032 2,163 $2.062 4,531
Series CC - - - - $260.00 15,328
------ ------ ------
94,793 78,375 88,393
Common (A) $1.520 195,383 $0.880 100,726 $0.880 86,181
------ ------ ------
$290,176 $179,101 $174,574
====== ====== ======
</TABLE>
(A) $82,086,000 ($0.64 per share) of the common dividend in 1999
was accrued at December 31, 1999, of which $38,074,000 was paid on January
14, 2000 in cash and $44,012,000 was paid in the issuance of depositary
shares of the Company's Equity Stock, Series A.
The dividend rate on the Series C Preferred Stock is adjusted
quarterly and is equal to the highest of one of three U.S. Treasury indices
(Treasury Bill Rate, Ten Year Constant Maturity Rate, and Thirty Year
Constant Maturity Rate) multiplied by 110%. However, the dividend rate for
any dividend period will not be less than 6.75% per annum nor greater than
10.75% per annum. The dividend rate with respect to the first quarter of
2000 will be equal to 6.897% per annum.
F-21
<PAGE>
11. Stock options
-------------
The Company has a 1990 Stock Option Plan (which was adopted by the
Board of Directors in 1990 and approved by the shareholders in 1991) (the
"1990 Plan") which provides for the grant of non-qualified stock options.
The Company has a 1994 Stock Option Plan (which was adopted by the Board of
Directors and approved by the shareholders in 1994) (the "1994 Plan") and a
1996 Stock Option and Incentive Plan (which was adopted by the Board of
Directors and approved by the shareholders in 1996 (the "1996 Plan"), each
of which provides for the grant of non-qualified options and incentive
stock options. (The 1990 Plan, the 1994 Plan and the 1996 Plan are
collectively referred to as the "PSI Plans"). Under the PSI Plans, the
Company has granted non-qualified options to certain directors, officers
and key employees and service providers to purchase shares of the Company's
common stock at a price equal to the fair market value of the common stock
at the date of grant. Generally, options under the Plans vest over a
three-year period from the date of grant at the rate of one-third per year
and expire (i) under the 1990 Plan, five years after the date they became
exercisable and (ii) under the 1994 Plan and 1996 Plan, ten years after the
date of grant. The 1996 Plan also provides for the grant of restricted
stock to officers, key employees and service providers on terms determined
by the Audit Committee of the Board of Directors; no shares of restricted
stock have been granted. In connection with the Storage Trust merger in
March 1999, we assumed the outstanding non-qualified options under the
Storage Trust Realty 1994 Share Incentive Plan (the "Storage Trust Plan"),
which were converted into non-qualified options to purchase our common
stock (the PSI Plans and the Storage Trust Plan are collectively referred
to as the "Plans.")
Information with respect to the Plans during 1999, 1998 and 1997
is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------------------- ----------------------- -----------------------
Number Average Number Average Number Average
of Price per of Price per of Price per
Options Share Options Share Options Share
--------- ------ --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding January 1 2,054,285 $22.85 1,696,215 $20.03 1,752,169 $19.02
Granted or assumed 1,576,626 24.39 590,000 28.23 111,000 28.59
Exercised (511,989) 19.53 (219,596) 15.20 (94,786) 11.34
Canceled (94,668) 27.28 (12,334) 28.66 (72,168) 20.73
--------- ------ --------- ------- --------- -------
Options outstanding December 31 3,024,274 $24.08 2,054,285 $22.85 1,696,215 $20.03
====== ======= ========
$9.375 $9.375 $8.125
Option price range at December 31 to $33.563 to $33.563 to $30.00
Options exercisable at December 31 1,259,771 $21.97 1,044,249 $19.94 778,012 $17.74
========= ====== ========= ======= ========= =======
Options available for grant at December 31 1,683,505 2,881,337 3,459,003
========= ========= =========
</TABLE>
In 1996, the Company adopted the disclosure requirement provision
of SFAS 123 in accounting for stock-based compensation issued to employees.
As of December 31, 1999, 1998, and 1997 there were 2,935,338, 1,900,837,
and 1,412,734 options outstanding, respectively, that were subject to SFAS
123 disclosure requirements. The fair value of these options was estimated
utilizing prescribed valuation models and assumptions as of each respective
grant date. Based on the results of such estimates, management determined
that there was no material effect on net income or earnings per share for
the years ended December 31, 1999 and 1998. The remaining contractual lives
were 8.2 years, 7.8 years, and 7.9 years, respectively, at December 31,
1999, 1998, and 1997.
F-22
<PAGE>
12. Disclosures regarding Segment Reporting
---------------------------------------
In July 1997, the Financial Accounting Standards Board issued
Statement No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("FAS 131"), which establishes standards for the way that
public business enterprises report information about operating segments.
This statement is effective for financial statements for periods beginning
after December 15, 1997. We adopted this standard effective for the year
ended December 31, 1998.
DESCRIPTION OF EACH REPORTABLE SEGMENT:
Our reportable segments reflect significant operating activities
that are evaluated separately by management. We have three reportable
segments: self-storage operations, portable self-storage operations, and
commercial property operations.
The self-storage segment comprises the direct ownership,
development, and operation of traditional storage facilities, management of
these properties for third parties and affiliated entities, and the
ownership of equity interests in entities that own storage properties. The
portable self-storage operations reflect the containerized portable
self-storage operations of PSPUD. The commercial property segment reflects
our interest in the ownership, operation, and management of commercial
properties. The vast majority of the commercial property operations are
conducted through PSB, and to a much lesser extent the Company and certain
of its unconsolidated subsidiaries own commercial space, managed by PSB,
within facilities that combine storage and commercial space for rent.
MEASUREMENT OF SEGMENT PROFIT OR LOSS
We evaluate performance and allocate resources based upon the net
segment income of each segment. Net segment income represents net income in
conformity with generally accepted accounting principles and our
significant accounting policies as denoted in Note 2, before interest and
other income, depreciation of real estate facilities, amortization expense,
interest expense, corporate general and administrative expense, and
minority interest in income. The accounting policies of the reportable
segments are the same as those described in the Summary of Significant
Accounting Policies.
Interest and other income, depreciation of real estate facilities,
amortization expense, interest expense, corporate general and
administrative expense, and minority interest in income are not allocated
to segments because management does not utilize them to evaluate of the
results of operations of each segment.
MEASUREMENT OF SEGMENT ASSETS
No segment data relative to assets or liabilities is presented,
because we do not evaluate performance based upon the assets or liabilities
of the segments. We believe that the historical cost of the Company's real
property does not have any significant bearing upon the performance of the
commercial property and storage segments. In the same manner, management
believes that the book value of investment in real estate entities as
having no bearing upon the results of those investments. The only other
types of assets that might be allocated to individual segments are trade
receivables, payables, and other assets which arise in the ordinary course
of business, but they are also not a significant factor in the measurement
of segment performance. We perform post-acquisition analysis of various
investments; however, such evaluations are beyond the scope of FAS 131.
PRESENTATION OF SEGMENT INFORMATION
Our income statement provides most of the information required in
order to determine the performance of each of the Company's three segments.
The following tables reconcile the performance of each segment, in terms of
segment revenues and segment income, to our consolidated revenues and net
income. It further provides detail of the segment components of the income
statement item, "Equity in earnings of real estate entities."
F-23
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, Year Ended December 31,
----------------------- -----------------------
1999 1998 Change 1998 1997 Change
---------- ---------- ---------- ---------- ---------- ----------
(Dollar amounts in thousands)
RECONCILIATION OF REVENUES BY SEGMENT:
Self-storage
- ------------
<S> <C> <C> <C> <C> <C> <C>
Storage property rentals.................. $ 592,619 $ 488,291 $ 104,328 $ 488,291 $ 385,540 $ 102,751
Equity in earnings - storage property
operations............................. 20,140 20,704 (564) 20,704 31,026 (10,322)
Interest and other income - self-storage
property management operations...... 4,553 5,069 (516) 5,069 8,257 (3 188)
---------- ---------- ---------- ---------- ---------- ----------
Storage segment revenues.............. 617,312 514,064 103,248 514,064 424,823 89,241
---------- ---------- ---------- ---------- ---------- ----------
Portable self-storage 27,028 24,466 2,562 24,466 7,893 16,573
- ----------------------
Commercial properties
- ----------------------
Commercial property rentals............... 8,204 23,112 (14,908) 23,112 40,575 (17,463)
Equity in earnings - commercial property
operations............................. 35,865 23,655 12,210 23,655 1,428 22,227
Interest and other income - commercial
property management operations......... - 86 (86) 86 91 (5)
---------- ---------- ---------- ---------- ---------- ----------
Commercial properties segment revenues 44,069 46,853 (2,784) 46,853 42,094 4,759
---------- ---------- ---------- ---------- ---------- ----------
Other items not allocated to segments
- -------------------------------------
Equity in earnings - Depreciation (self
-storage).............................. (7,563 (6,522) (1,041) (6,522) (10,935) 4,413
Equity in earnings - Depreciation
(commercial properties)................ (12,158) (7,362) (4,796) (7,362) (539) (6,823)
Equity in earnings - general and
administrative and other............... (4,101) (3,873) (228) (3,873) (3,411) (462)
Interest and other income, excluding
property management operations......... 12,147 13,459 (1,312) 13,459 9,126 4,333
---------- ---------- ---------- ---------- ---------- ----------
Total other items not allocated to
segments............................ (11,675) (4,298) (7,377) (4,298) (5,759) 1,461
---------- ---------- ---------- ---------- ---------- ----------
Total consolidated Company revenues... $ 676,734 $ 581,085 $ 95,649 $ 581,085 $ 469,051 $ 112,034
========== ========== ========== ========== ========== ==========
</TABLE>
F-24
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, Year Ended December 31,
1999 1998 Change 1998 1997 Change
---------- ---------- ---------- ---------- ---------- ----------
(Dollar amounts in thousands)
RECONCILIATION OF NET INCOME BY SEGMENT:
<S> <C> <C> <C> <C> <C>
Self-storage
------------
Storage properties........................ $ 408,138 $ 338,915 $ 69,223 $ 338,915 $267,577 $71,338
Equity in earnings - storage property
operations............................. 20,140 20,704 (564) 20,704 31,026 (10,322)
Interest and other income - self-storage
property management operations 4,553 5,069 (516) 5,069 8,257 (3,188)
---------- ---------- ---------- ---------- ---------- ----------
Total self-storage segment income..... 432,831 364,688 68,143 364,688 306,860 57,828
---------- ---------- ---------- ---------- ---------- ----------
Portable self-storage
---------------------
Revenues.............................. 27,028 24,466 2,562 24,466 7,893 16,573
Cost of Operations.................... (29,509) (48,508) 18,999 (48,508) (31,086) (17,422)
General and administrative............ (2,512) (3,039) 527 (3,039) (7,078) 4,039
Depreciation.......................... (4,915) (4,317) (598) (4,317) (1,394) (2,923)
---------- ---------- ---------- ---------- ---------- ----------
Total portable self-storage
segment loss.................... (9,908) (31,398) 21,490 (31,398) (31,665) 267
---------- ---------- ---------- ---------- ---------- ----------
Commercial properties
----------------------
Commercial properties..................... 5,378 15,161 (9,783) 15,161 23,910 (8,749)
Equity in earnings - commercial property
operations............................. 35,865 23,655 12,210 23,655 1,428 22,227
Interest and other income - commercial
property management operations......... - 86 (86) 86 91 (5)
---------- ---------- ---------- ---------- ---------- ----------
Total commercial property segment income 41,243 38,902 2,341 38,902 25,429 13,473
---------- ---------- ---------- ---------- ---------- ----------
Other items not allocated to segments
-------------------------------------
Equity in earnings - depreciation (storage) (7,563) (6,522) (1,041) (6,522) (10,935) 4,413
Equity in earnings - depreciation
(commercial properties) ............... (12,158) (7,362) (4,796) (7,362) (539) (6,823)
Equity in earnings - general and
administrative and other.............. (4,101) (3,873) (228) (3,873) (3,411) (462)
Depreciation and amortization - storage
real estate............................ (130,991) (102,537) (28,454) (102,537) (82,165) (20,372)
Depreciation and amortization - commercial
properties............................. (1,813) (4,945) 3,132 (4,945) (9,191) 4,246
Interest and other income, excluding
property management operations......... 12,147 13,459 (1,312) 13,459 9,126 4,333
Corporate general and administrative ..... (9,979) (8,596) (1,383) (8,596) (6,384) (2,212)
Interest expense.......................... (7,971) (4,507) (3,464) (4,507) (6,792) 2,285
Minority interest in income .............. (16,006) (20,290) 4,284 (20,290) (11,684) (8,606)
Gain on disposition of real estate ....... 2,154 - 2,154 - - -
---------- ---------- ---------- ---------- ---------- ----------
Total other items not allocated to segments (176,281) (145,173) (31,108) (145,173) (121,975) (23,198)
---------- ---------- ---------- ---------- ---------- ----------
Total consolidated company net income $ 287,885 $ 227,019 $ 60,866 $ 227,019 $ 178,649 $ 48,370
========== ========== ========== ========== ========== ==========
</TABLE>
13. Events subsequent to date of Report of Independent Auditors (Unaudited)
-----------------------------------------------------------------------
In January 2000, we issued 4,300,555 depositary shares (2,200,555
shares as part of a special distribution declared on November 15, 1999 and
2,100,000 shares in a separate public offering) each representing 1/1,000
of a share of Equity Stock, Series A ("Equity Stock A"). The Equity Stock,
Series A ranks on a parity with Common Stock and junior to the Senior
Preferred Stock with respect to general preference rights and has a
liquidation amount of which cannot exceed $24.50 per share. Distributions
with respect to each depositary share shall be the lesser of: a) five times
the per share dividend on the Common Stock or b) $2.45 per annum (prorated
for the year 2000). Except in order to preserve the Company's federal
income tax status as a REIT, we may not redeem the depositary shares before
March 31, 2005. On or after March 31, 2005, we may, at our option, redeem
the depositary shares at $24.50 per depositary share. If the Company fails
to preserve its federal income tax status as a REIT, the depositary shares
will be convertible into common stock. The depositary shares are otherwise
not convertible into common stock on a one for one basis. Holders of
depositary shares vote as a single class with our holders of common stock
on shareholder matters, but the depositary shares have the equivalent of
one-tenth of a vote per depositary share. We have no obligation to pay
distributions if no distributions are paid to common shareholders.
F-25
<PAGE>
On March 17, 2000, we issued $240.0 million of 9.5% Series N
Cumulative Redeemable Perpetual Preferred Units in one of our operating
partnerships. The preferred units were issued in a private placement to
institutional investors. The units are not redeemable during the first 5
years, thereafter, at our option, we can call the units for redemption. The
units are not redeemable by the holder. Subject to certain conditions, the
preferred units are convertible into shares of 9.5% Series N Cumulative
Preferred Stock of the Company.
On March 28, 2000, a Form 10 registration statement was filed with
the Securities and Exchange Commission outlining a plan of distribution
with respect to the portable storage operations and our truck rental
activities. Under this plan, after the reorganization and recapitalization
of certain affiliated entities, we will distribute to our common
shareholders all of the common stock of an entity that will primarily own
the portable storage business and truck rental activities. There is no
current trading market for the stock of this entity. We will apply to have
the entity's common stock quoted on the NASDAQ National Market.
On March 29, 2000, we issued $75.0 million of 9.125% Series O
Cumulative Redeemable Perpetual Preferred Units in one of our operating
partnerships. The preferred units were issued in a private placement to
institutional investors. The units are not redeemable during the first 5
years, thereafter, at our option, we can call the units for redemption. The
units are not redeemable by the holder. Subject to certain conditions, the
preferred units are convertible into shares of 9.125% Series O Cumulative
Preferred Stock of the Company.
14. Recent Accounting Pronouncements and Guidance
---------------------------------------------
Accounting for Derivative Instruments and Hedging Activities
------------------------------------------------------------
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities". This statement provides a
comprehensive and consistent standard for the recognition and measurement
of derivatives and hedging activities. The provisions of this statement are
effective for years beginning after June 15, 2000, but companies can early
adopt as of the beginning of any fiscal quarter that begins after June
1998. We are studying this statement to determine its effect on our
financial statements, and will adopt this statement beginning in the year
ending December 31, 2001.
Emerging Issues Task Force Discussion of Capitalization of
----------------------------------------------------------
Acquisition Costs
-----------------
In March 1998, The Emerging Issues Task Force ("EITF") of the
Financial Accounting Standards Board issued guidance (the "97-11 Guidance")
with respect to Issue No. 97-11, "Accounting for Internal Costs Relating to
Real Estate Property Acquisitions." The 97-11 Guidance provides that a
company shall expense internal preacquisition costs (such as costs of an
internal acquisitions department) related to the purchase of an operating
property. We do not capitalize such internal preacquisition costs with
respect to the acquisition of operating real estate facilities.
Accordingly, the 97-11 Guidance had no impact upon the consolidated
financial statements and would have had no impact upon financial statements
for periods prior to the issuance of the 97-11 Guidance.
F-26
<PAGE>
15. Commitments and Contingencies
-----------------------------
Lease obligations
-----------------
As of December 31, 1999, we leased thirty portable self-storage
facilities from third parties; in addition, certain trucks and related
equipment are leased. Total lease expense for the facilities and equipment
was approximately $13.6 million, $19.2 million, and $8.8 million for the
years ended December 31, 1999, 1998, and 1997, respectively. Future minimum
lease payments at December 31, 1999 under these non-cancelable operating
leases are as follows (in thousands):
2000......................... $ 13,559
2001......................... 12,216
2002......................... 8,508
2003......................... 3,385
2004......................... 2,016
Thereafter................... 388
--------
$ 40,072
========
Legal proceedings
-----------------
During 1997, three cases were filed against the Company. Each of the
plaintiffs in these cases is suing the Company on behalf of a purported class of
California tenants who rented storage spaces from the Company and contends that
our fees for late payments under our rental agreements for storage space
constitute unlawful "penalties" under the liquidated damages provisions of
California law and under California's unfair business practices act.
The Company has reached an agreement in principle to settle one of the
cases with no material amount incurred by the Company. The plaintiffs in the
other two cases have voluntarily dismissed their cases without prejudice.
In another case, a plaintiff is suing the Company on behalf of a
purported class of Maryland tenants who rented storage spaces from the Company
and contends that the Company's fees for late payments under its rental
agreements for storage space exceeds the amount of interest that can be charged
under the Maryland constitution and are therefore unlawful "penalties." None of
the plaintiffs has assigned any dollar amount to the claims. The Company has
reached an agreement in principle to settle the proceeding with no material
amount incurred by the Company. Any such agreement would require court approval.
In addition, the Company is a party to various claims, complaints and
other legal actions that have arisen in the normal course of business from time
to time. The Company believes the outcome of these pending legal proceedings, in
the aggregate, will not have a material adverse effect on the operations or
financial position of the Company.
F-27
<PAGE>
16. Supplementary quarterly financial data (unaudited)
--------------------------------------------------
<TABLE>
<CAPTION>
Three months ended
------------------------------------------------------------
March 31, June 30, September 30, December 31,
1999 1999 1999 1999
---------- ----------- ---------- ----------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Revenues $ 148,015 $ 172,237 $ 178,963 $ 177,519
========== =========== ========== ==========
Net income $ 61,842 $ 73,651 $ 76,752 $ 75,640
========== =========== ========== ==========
Per Common Share (Note 2):
Net income - Basic $ 0.34 $ 0.39 $ 0.41 $ 0.39
========== =========== ========== ==========
Net income - Diluted $ 0.34 $ 0.39 $ 0.40 $ 0.39
========== =========== ========== ==========
Three months ended
------------------------------------------------------------
March 31, June 30, September 30, December 31,
1998 1998 1998 1998
---------- ----------- ---------- ----------
(in thousands, except per share data)
Revenues $ 142,280 $ 140,773 $ 149,743 $ 148,289
========== =========== ========== ==========
Net income $ 48,364 $ 57,199 $ 62,286 $ 59,170
========== =========== ========== ==========
Per Common Share (Note 2):
Net income - Basic $ 0.26 $ 0.33 $ 0.37 $ 0.35
========== =========== ========== ==========
Net income - Diluted $ 0.26 $ 0.32 $ 0.37 $ 0.35
========== =========== ========== ==========
</TABLE>
F-28
<PAGE>
PUBLIC STORAGE, INC.
SCHEDULE III - REAL ESTATE
AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
1/83 Platte 409,000 953,000 208,000 428,000
5/83 Delta Drive 67,000 481,000 130,000 241,000
12/82 Port/Halsey 357,000 1,150,000 (461,000) 326,000
12/82 Sacto/Folsom 396,000 329,000 563,000 323,000
1/83 Semoran 442,000 1,882,000 124,000 720,000
3/83 Blackwood 213,000 1,559,000 136,000 595,000
10/83 Orlando J. Y. Parkway 383,000 1,512,000 227,000 622,000
9/83 Southington 124,000 1,233,000 234,000 546,000
4/83 Vailsgate 103,000 990,000 321,000 505,000
6/83 Ventura 658,000 1,734,000 54,000 583,000
9/83 Southhampton 331,000 1,738,000 472,000 806,000
9/83 Webster/Keystone 449,000 1,688,000 614,000 813,000
9/83 Dover 107,000 1,462,000 310,000 627,000
9/83 Newcastle 227,000 2,163,000 279,000 817,000
9/83 Newark 208,000 2,031,000 150,000 746,000
9/83 Langhorne 263,000 3,549,000 219,000 1,445,000
8/83 Hobart 215,000 1,491,000 412,000 838,000
9/83 Ft. Wayne/W. Coliseum 160,000 1,395,000 53,000 535,000
9/83 Ft. Wayne/Bluffton 88,000 675,000 116,000 285,000
11/83 Aurora 505,000 758,000 193,000 341,000
11/83 Campbell 1,379,000 1,849,000 (664,000) 474,000
11/83 Col Springs/Ed (Coulter) 471,000 1,640,000 19,000 554,000
11/83 Col Springs/Mv (Coulter) 320,000 1,036,000 115,000 441,000
11/83 Thorton (Coulter) 418,000 1,400,000 16,000 536,000
11/83 Oklahoma City (Coulter) 454,000 1,030,000 605,000 620,000
11/83 Tucson (Coulter) 343,000 778,000 454,000 420,000
11/83 Webster/Nasa 1,570,000 2,457,000 972,000 1,372,000
12/83 Charlotte 165,000 1,274,000 320,000 442,000
12/83 Greensboro/Market 214,000 1,653,000 473,000 794,000
12/83 Greensboro/Electra 112,000 869,000 248,000 382,000
1/83 Raleigh/Yonkers 203,000 914,000 361,000 425,000
12/83 Columbia 171,000 1,318,000 442,000 492,000
12/83 Richmond 176,000 1,360,000 318,000 468,000
12/83 Augusta 97,000 747,000 240,000 324,000
4/84 Providence 92,000 1,087,000 313,000 423,000
1/85 Cranston 175,000 722,000 272,000 267,000
3/84 Marrietta/Cobb 73,000 542,000 223,000 259,000
1/84 Fremont/Albrae 636,000 1,659,000 417,000 532,000
12/83 Tacoma 553,000 1,173,000 341,000 487,000
1/84 Belton 175,000 858,000 458,000 378,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
1/83 Platte 409,000 1,589,000 1,998,000 823,000
5/83 Delta Drive 68,000 851,000 919,000 439,000
12/82 Port/Halsey 357,000 1,015,000 1,372,000 500,000
12/82 Sacto/Folsom 396,000 1,215,000 1,611,000 639,000
1/83 Semoran 442,000 2,726,000 3,168,000 1,428,000
3/83 Blackwood 213,000 2,290,000 2,503,000 1,176,000
10/83 Orlando J. Y. Parkway 383,000 2,361,000 2,744,000 1,196,000
9/83 Southington 123,000 2,014,000 2,137,000 978,000
4/83 Vailsgate 103,000 1,816,000 1,919,000 902,000
6/83 Ventura 658,000 2,371,000 3,029,000 1,231,000
9/83 Southhampton 331,000 3,016,000 3,347,000 1,558,000
9/83 Webster/Keystone 449,000 3,115,000 3,564,000 1,605,000
9/83 Dover 107,000 2,399,000 2,506,000 1,198,000
9/83 Newcastle 227,000 3,259,000 3,486,000 1,661,000
9/83 Newark 208,000 2,927,000 3,135,000 1,480,000
9/83 Langhorne 263,000 5,213,000 5,476,000 2,591,000
8/83 Hobart 215,000 2,741,000 2,956,000 1,276,000
9/83 Ft. Wayne/W. Coliseum 160,000 1,983,000 2,143,000 993,000
9/83 Ft. Wayne/Bluffton 88,000 1,076,000 1,164,000 534,000
11/83 Aurora 505,000 1,292,000 1,797,000 657,000
11/83 Campbell 1,379,000 1,659,000 3,038,000 803,000
11/83 Col Springs/Ed (Coulter) 471,000 2,213,000 2,684,000 1,169,000
11/83 Col Springs/Mv (Coulter) 320,000 1,592,000 1,912,000 818,000
11/83 Thorton (Coulter) 418,000 1,952,000 2,370,000 1,007,000
11/83 Oklahoma City (Coulter) 454,000 2,255,000 2,709,000 1,165,000
11/83 Tucson (Coulter) 343,000 1,652,000 1,995,000 829,000
11/83 Webster/Nasa 1,571,000 4,800,000 6,371,000 2,489,000
12/83 Charlotte 165,000 2,036,000 2,201,000 1,067,000
12/83 Greensboro/Market 214,000 2,920,000 3,134,000 1,474,000
12/83 Greensboro/Electra 112,000 1,499,000 1,611,000 765,000
1/83 Raleigh/Yonkers 203,000 1,700,000 1,903,000 889,000
12/83 Columbia 171,000 2,252,000 2,423,000 1,188,000
12/83 Richmond 176,000 2,146,000 2,322,000 1,106,000
12/83 Augusta 97,000 1,311,000 1,408,000 670,000
4/84 Providence 92,000 1,823,000 1,915,000 934,000
1/85 Cranston 175,000 1,261,000 1,436,000 639,000
3/84 Marrietta/Cobb 73,000 1,024,000 1,097,000 516,000
1/84 Fremont/Albrae 636,000 2,608,000 3,244,000 1,405,000
12/83 Tacoma 553,000 2,001,000 2,554,000 1,026,000
1/84 Belton 175,000 1,694,000 1,869,000 897,000
</TABLE>
F-29
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
1/84 Gladstone 275,000 1,799,000 374,000 640,000
1/84 Hickman/112 257,000 1,848,000 382,000 618,000
1/84 Holmes 289,000 1,333,000 240,000 455,000
1/84 Independence 221,000 1,848,000 267,000 609,000
1/84 Merriam 255,000 1,469,000 323,000 480,000
1/84 Olathe 107,000 992,000 270,000 361,000
1/84 Shawnee 205,000 1,420,000 337,000 502,000
1/84 Topeka 75,000 1,049,000 195,000 356,000
2/84 Unicorn/Knoxville 662,000 1,887,000 421,000 692,000
2/84 Central/Knoxville 449,000 1,281,000 242,000 455,000
3/84 Manassas 320,000 1,556,000 325,000 553,000
3/84 Pico Rivera 743,000 807,000 302,000 321,000
5/84 Raleigh/Departure 302,000 2,484,000 412,000 788,000
4/84 Milwaukee/Oregon 289,000 584,000 225,000 311,000
7/84 Trevose/Old Lincoln 421,000 1,749,000 347,000 582,000
5/84 Virginia Beach 509,000 2,121,000 598,000 776,000
5/84 Philadelphia/Grant 1,041,000 3,262,000 400,000 971,000
6/84 Lorton 435,000 2,040,000 461,000 682,000
6/84 Baltimore 382,000 1,793,000 531,000 634,000
6/84 Laurel 501,000 2,349,000 611,000 824,000
6/84 Delran 279,000 1,472,000 237,000 573,000
5/84 Garland 356,000 844,000 185,000 360,000
6/84 Orange Blossom 226,000 924,000 179,000 398,000
6/84 Safe Place (Cincinnati) 402,000 1,573,000 444,000 672,000
6/84 Safe Place (Florence) 185,000 740,000 319,000 376,000
8/84 Medley 584,000 1,016,000 298,000 464,000
8/84 Oklahoma City 340,000 1,310,000 357,000 652,000
8/84 Newport News 356,000 2,395,000 528,000 1,013,000
8/84 Kaplan (Irving) 677,000 1,592,000 320,000 639,000
8/84 Kaplan (Walnut Hill) 971,000 2,359,000 602,000 1,041,000
9/84 Cockrell Hill 380,000 913,000 994,000 675,000
11/84 Omaha 109,000 806,000 402,000 399,000
12/84 Austin (Ben White) 325,000 474,000 184,000 (274,000)
12/84 Austin (Lamar) 643,000 947,000 334,000 443,000
12/84 Pompano 399,000 1,386,000 454,000 698,000
12/84 Fort Worth 122,000 928,000 (3,000) 303,000
11/84 Hialeah 886,000 1,784,000 234,000 672,000
12/84 Montgomeryville 215,000 2,085,000 252,000 776,000
1/85 Bossier City 184,000 1,542,000 267,000 656,000
2/85 Simi Valley 737,000 1,389,000 248,000 520,000
3/85 Chattanooga 202,000 1,573,000 303,000 683,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
1/84 Gladstone 275,000 2,813,000 3,088,000 1,425,000
1/84 Hickman/112 257,000 2,848,000 3,105,000 1,475,000
1/84 Holmes 289,000 2,028,000 2,317,000 1,040,000
1/84 Independence 221,000 2,724,000 2,945,000 1,407,000
1/84 Merriam 255,000 2,272,000 2,527,000 1,164,000
1/84 Olathe 107,000 1,623,000 1,730,000 828,000
1/84 Shawnee 205,000 2,259,000 2,464,000 1,156,000
1/84 Topeka 75,000 1,600,000 1,675,000 816,000
2/84 Unicorn/Knoxville 662,000 3,000,000 3,662,000 1,543,000
2/84 Central/Knoxville 449,000 1,978,000 2,427,000 1,015,000
3/84 Manassas 320,000 2,434,000 2,754,000 1,241,000
3/84 Pico Rivera 743,000 1,430,000 2,173,000 772,000
5/84 Raleigh/Departure 302,000 3,684,000 3,986,000 1,890,000
4/84 Milwaukee/Oregon 289,000 1,120,000 1,409,000 553,000
7/84 Trevose/Old Lincoln 421,000 2,678,000 3,099,000 1,353,000
5/84 Virginia Beach 499,000 3,505,000 4,004,000 1,744,000
5/84 Philadelphia/Grant 1,040,000 4,634,000 5,674,000 2,417,000
6/84 Lorton 435,000 3,183,000 3,618,000 1,642,000
6/84 Baltimore 382,000 2,958,000 3,340,000 1,517,000
6/84 Laurel 501,000 3,784,000 4,285,000 1,936,000
6/84 Delran 279,000 2,282,000 2,561,000 1,103,000
5/84 Garland 356,000 1,389,000 1,745,000 661,000
6/84 Orange Blossom 226,000 1,501,000 1,727,000 723,000
6/84 Safe Place (Cincinnati) 402,000 2,689,000 3,091,000 1,302,000
6/84 Safe Place (Florence) 185,000 1,435,000 1,620,000 700,000
8/84 Medley 584,000 1,778,000 2,362,000 862,000
8/84 Oklahoma City 340,000 2,319,000 2,659,000 1,106,000
8/84 Newport News 356,000 3,936,000 4,292,000 1,886,000
8/84 Kaplan (Irving) 677,000 2,551,000 3,228,000 1,235,000
8/84 Kaplan (Walnut Hill) 971,000 4,002,000 4,973,000 1,899,000
9/84 Cockrell Hill 380,000 2,582,000 2,962,000 1,270,000
11/84 Omaha 109,000 1,607,000 1,716,000 808,000
12/84 Austin (Ben White) 211,000 498,000 709,000 243,000
12/84 Austin (Lamar) 643,000 1,724,000 2,367,000 808,000
12/84 Pompano 399,000 2,538,000 2,937,000 1,184,000
12/84 Fort Worth 122,000 1,228,000 1,350,000 593,000
11/84 Hialeah 886,000 2,690,000 3,576,000 1,299,000
12/84 Montgomeryville 215,000 3,113,000 3,328,000 1,466,000
1/85 Bossier City 184,000 2,465,000 2,649,000 1,155,000
2/85 Simi Valley 737,000 2,157,000 2,894,000 1,030,000
3/85 Chattanooga 202,000 2,559,000 2,761,000 1,170,000
</TABLE>
F-30
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
2/85 Hurst 231,000 1,220,000 183,000 480,000
3/85 Portland 285,000 941,000 184,000 438,000
5/85 Longwood 355,000 1,645,000 217,000 669,000
3/85 Fern Park 144,000 1,107,000 179,000 432,000
3/85 Fairfield 338,000 1,187,000 336,000 527,000
4/85 Laguna Hills 1,224,000 3,303,000 345,000 1,213,000
7/85 Columbus (Morse Rd.) 195,000 1,510,000 211,000 670,000
7/85 Columbus (Kenney Rd.) 199,000 1,531,000 257,000 598,000
5/85 Columbus (Busch Blvd.) 202,000 1,559,000 238,000 592,000
5/85 Columbus (Kinnear Rd.) 241,000 1,865,000 220,000 771,000
6/85 Grove City/ Marlane Drive 150,000 1,157,000 231,000 471,000
6/85 Reynoldsburg 204,000 1,568,000 222,000 598,000
5/85 Worthington 221,000 1,824,000 217,000 709,000
7/85 Westerville 199,000 1,517,000 281,000 620,000
5/85 Arlington 201,000 1,497,000 262,000 618,000
7/85 Springfield 90,000 699,000 169,000 332,000
7/85 Dayton (Needmore Road) 144,000 1,108,000 275,000 460,000
7/85 Dayton (Executive Blvd.) 160,000 1,207,000 295,000 569,000
7/85 Lilburn 331,000 969,000 150,000 424,000
4/85 Austin/ S. First 778,000 1,282,000 221,000 205,000
4/85 Cincinnati/ E. Kemper 232,000 1,573,000 232,000 183,000
4/85 Cincinnati/ Colerain 253,000 1,717,000 260,000 205,000
4/85 Florence/ Tanner Lane 218,000 1,477,000 281,000 174,000
5/85 Tacoma/ Phillips Rd. 396,000 1,204,000 182,000 173,000
5/85 Milwaukie/ Mcloughlin II 458,000 742,000 275,000 224,000
7/85 San Diego/ Kearny Mesa Rd 783,000 1,750,000 308,000 207,000
5/85 Manchester/ S. Willow II 371,000 2,129,000 (229,000) 202,000
6/85 N. Hollywood/ Raymer 967,000 848,000 243,000 127,000
7/85 Scottsdale/ 70th St 632,000 1,368,000 194,000 163,000
7/85 Concord/ Hwy 29 150,000 750,000 226,000 218,000
10/85 N. Hollywood/ Whitsett (A) 1,524,000 2,576,000 275,000 364,000
10/85 Portland/ SE 82nd St 354,000 496,000 244,000 117,000
9/85 Madison/ Copps Ave. 450,000 1,150,000 331,000 158,000
9/85 Columbus/ Sinclair 307,000 893,000 168,000 156,000
9/85 Philadelphia/ Tacony St 118,000 1,782,000 158,000 223,000
10/85 Perrysburg/ Helen Dr. 110,000 1,590,000 (137,000) 141,000
10/85 Columbus/ Ambleside 124,000 1,526,000 (179,000) 156,000
10/85 Indianapolis/ Pike Place 229,000 1,531,000 204,000 182,000
10/85 Indianapolis/ Beach Grove 198,000 1,342,000 191,000 158,000
10/85 Hartford/ Roberts 219,000 1,481,000 356,000 235,000
10/85 Wichita/ S. Rock Rd. 501,000 1,478,000 (19,000) 214,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
2/85 Hurst 231,000 1,883,000 2,114,000 875,000
3/85 Portland 285,000 1,563,000 1,848,000 722,000
5/85 Longwood 355,000 2,531,000 2,886,000 1,161,000
3/85 Fern Park 144,000 1,718,000 1,862,000 802,000
3/85 Fairfield 338,000 2,050,000 2,388,000 934,000
4/85 Laguna Hills 1,224,000 4,861,000 6,085,000 2,272,000
7/85 Columbus (Morse Rd.) 195,000 2,391,000 2,586,000 1,045,000
7/85 Columbus (Kenney Rd.) 199,000 2,386,000 2,585,000 1,075,000
5/85 Columbus (Busch Blvd.) 202,000 2,389,000 2,591,000 1,087,000
5/85 Columbus (Kinnear Rd.) 241,000 2,856,000 3,097,000 1,267,000
6/85 Grove City/ Marlane Drive 150,000 1,859,000 2,009,000 845,000
6/85 Reynoldsburg 204,000 2,388,000 2,592,000 1,092,000
5/85 Worthington 221,000 2,750,000 2,971,000 1,240,000
7/85 Westerville 199,000 2,418,000 2,617,000 1,096,000
5/85 Arlington 201,000 2,377,000 2,578,000 1,073,000
7/85 Springfield 90,000 1,200,000 1,290,000 546,000
7/85 Dayton (Needmore Road) 144,000 1,843,000 1,987,000 849,000
7/85 Dayton (Executive Blvd.) 159,000 2,072,000 2,231,000 943,000
7/85 Lilburn 330,000 1,544,000 1,874,000 684,000
4/85 Austin/ S. First 778,000 1,708,000 2,486,000 928,000
4/85 Cincinnati/ E. Kemper 232,000 1,988,000 2,220,000 1,092,000
4/85 Cincinnati/ Colerain 253,000 2,182,000 2,435,000 1,203,000
4/85 Florence/ Tanner Lane 218,000 1,932,000 2,150,000 1,062,000
5/85 Tacoma/ Phillips Rd. 396,000 1,559,000 1,955,000 840,000
5/85 Milwaukie/ Mcloughlin II 458,000 1,241,000 1,699,000 644,000
7/85 San Diego/ Kearny Mesa Rd 783,000 2,265,000 3,048,000 1,273,000
5/85 Manchester/ S. Willow II 371,000 2,102,000 2,473,000 1,157,000
6/85 N. Hollywood/ Raymer 967,000 1,218,000 2,185,000 679,000
7/85 Scottsdale/ 70th St 632,000 1,725,000 2,357,000 940,000
7/85 Concord/ Hwy 29 150,000 1,194,000 1,344,000 633,000
10/85 N. Hollywood/ Whitsett (A) 1,524,000 3,215,000 4,739,000 1,690,000
10/85 Portland/ SE 82nd St 354,000 857,000 1,211,000 482,000
9/85 Madison/ Copps Ave. 450,000 1,639,000 2,089,000 881,000
9/85 Columbus/ Sinclair 307,000 1,217,000 1,524,000 633,000
9/85 Philadelphia/ Tacony St 118,000 2,163,000 2,281,000 1,153,000
10/85 Perrysburg/ Helen Dr. 110,000 1,594,000 1,704,000 856,000
10/85 Columbus/ Ambleside 124,000 1,503,000 1,627,000 796,000
10/85 Indianapolis/ Pike Place 229,000 1,917,000 2,146,000 1,018,000
10/85 Indianapolis/ Beach Grove 198,000 1,691,000 1,889,000 891,000
10/85 Hartford/ Roberts 219,000 2,072,000 2,291,000 1,056,000
10/85 Wichita/ S. Rock Rd. 642,000 1,532,000 2,174,000 794,000
</TABLE>
F-31
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/85 Wichita/ E. Harry 313,000 1,050,000 (42,000) 156,000
10/85 Wichita/ S. Woodlawn 263,000 905,000 (56,000) 126,000
10/85 Wichita/ E. Kellogg 185,000 658,000 (98,000) 84,000
10/85 Wichita/ S. Tyler 294,000 1,004,000 47,000 139,000
10/85 Wichita/ W. Maple 234,000 805,000 (141,000) 109,000
10/85 Wichita/ Carey Lane 192,000 674,000 (90,000) 123,000
10/85 Wichita/ E. Macarthur 220,000 775,000 (155,000) 98,000
10/85 Joplin/ S. Range Line 264,000 904,000 (66,000) 150,000
12/85 Milpitas 1,623,000 1,577,000 287,000 192,000
12/85 Pleasanton/ Santa Rita (A) 1,226,000 2,078,000 313,000 255,000
7/88 Fort Wayne 101,000 1,524,000 (4,000) 144,000
10/85 San Antonio/ Wetmore Rd. 306,000 1,079,000 391,000 57,000
10/85 San Antonio/ Callaghan 288,000 1,016,000 329,000 33,000
10/85 San Antonio/ Zarzamora 364,000 1,281,000 404,000 14,000
10/85 San Antonio/ Hackberry 388,000 1,367,000 358,000 24,000
10/85 San Antonio/ Fredericksburg 287,000 1,009,000 352,000 49,000
10/85 Dallas/ S. Westmoreland 474,000 1,670,000 154,000 68,000
10/85 Dallas/ Alvin St. 359,000 1,266,000 152,000 55,000
10/85 Fort Worth/ W. Beach St. 356,000 1,252,000 151,000 30,000
10/85 Fort Worth/ E. Seminary 382,000 1,346,000 173,000 22,000
10/85 Fort Worth/ Cockrell St. 323,000 1,136,000 157,000 36,000
11/85 Everett/ Evergreen 706,000 2,294,000 440,000 75,000
11/85 Seattle/ Empire Way 1,652,000 5,348,000 572,000 112,000
12/85 Amherst/ Niagra Falls 132,000 701,000 208,000 53,000
12/85 West Sams Blvd. 164,000 1,159,000 (294,000) 52,000
3/86 Jacksonville/ Wiley 140,000 510,000 225,000 41,000
12/85 MacArthur Rd. 204,000 1,628,000 143,000 20,000
2/86 Costa Mesa/ Pomona 1,405,000 1,520,000 327,000 27,000
12/85 Brockton/ Main 153,000 2,020,000 (257,000) 35,000
1/86 Mapleshade/ Rudderow 362,000 1,811,000 226,000 56,000
1/86 Bordentown/ Groveville 196,000 981,000 130,000 50,000
12/85 Eatontown/ Hwy 35 308,000 4,067,000 413,000 86,000
2/86 Brea/ Imperial Hwy 1,069,000 2,165,000 331,000 67,000
12/85 Denver/ Leetsdale 603,000 847,000 187,000 27,000
2/86 Skokie/ McCormick 638,000 1,912,000 224,000 30,000
1/86 Sun Valley/ Sheldon 544,000 1,836,000 326,000 33,000
3/86 St. Louis/ Forder 517,000 1,133,000 251,000 21,000
1/86 Las Vegas/ Highland 432,000 848,000 217,000 29,000
5/86 Westlake Village 1,205,000 995,000 210,000 8,000
2/86 Colorado Springs/ Sinton 535,000 1,115,000 175,000 58,000
2/86 Oklahoma City/ Penn 146,000 829,000 140,000 39,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/85 Wichita/ E. Harry 313,000 1,164,000 1,477,000 642,000
10/85 Wichita/ S. Woodlawn 263,000 975,000 1,238,000 531,000
10/85 Wichita/ E. Kellogg 185,000 644,000 829,000 346,000
10/85 Wichita/ S. Tyler 294,000 1,190,000 1,484,000 714,000
10/85 Wichita/ W. Maple 234,000 773,000 1,007,000 393,000
10/85 Wichita/ Carey Lane 192,000 707,000 899,000 355,000
10/85 Wichita/ E. Macarthur 220,000 718,000 938,000 376,000
10/85 Joplin/ S. Range Line 264,000 988,000 1,252,000 575,000
12/85 Milpitas 1,623,000 2,056,000 3,679,000 1,092,000
12/85 Pleasanton/ Santa Rita (A) 1,226,000 2,646,000 3,872,000 1,380,000
7/88 Fort Wayne 101,000 1,664,000 1,765,000 728,000
10/85 San Antonio/ Wetmore Rd. 306,000 1,527,000 1,833,000 849,000
10/85 San Antonio/ Callaghan 288,000 1,378,000 1,666,000 787,000
10/85 San Antonio/ Zarzamora 364,000 1,699,000 2,063,000 955,000
10/85 San Antonio/ Hackberry 388,000 1,749,000 2,137,000 988,000
10/85 San Antonio/ Fredericksburg 287,000 1,410,000 1,697,000 812,000
10/85 Dallas/ S. Westmoreland 474,000 1,892,000 2,366,000 1,074,000
10/85 Dallas/ Alvin St. 359,000 1,473,000 1,832,000 832,000
10/85 Fort Worth/ W. Beach St. 356,000 1,433,000 1,789,000 821,000
10/85 Fort Worth/ E. Seminary 382,000 1,541,000 1,923,000 887,000
10/85 Fort Worth/ Cockrell St. 323,000 1,329,000 1,652,000 763,000
11/85 Everett/ Evergreen 706,000 2,809,000 3,515,000 1,676,000
11/85 Seattle/ Empire Way 1,652,000 6,032,000 7,684,000 3,488,000
12/85 Amherst/ Niagra Falls 132,000 962,000 1,094,000 569,000
12/85 West Sams Blvd. 164,000 917,000 1,081,000 529,000
3/86 Jacksonville/ Wiley 140,000 776,000 916,000 432,000
12/85 MacArthur Rd. 204,000 1,791,000 1,995,000 1,030,000
2/86 Costa Mesa/ Pomona 1,405,000 1,874,000 3,279,000 1,079,000
12/85 Brockton/ Main 153,000 1,798,000 1,951,000 1,045,000
1/86 Mapleshade/ Rudderow 362,000 2,093,000 2,455,000 1,178,000
1/86 Bordentown/ Groveville 196,000 1,161,000 1,357,000 643,000
12/85 Eatontown/ Hwy 35 308,000 4,566,000 4,874,000 2,599,000
2/86 Brea/ Imperial Hwy 1,069,000 2,563,000 3,632,000 1,465,000
12/85 Denver/ Leetsdale 603,000 1,061,000 1,664,000 614,000
2/86 Skokie/ McCormick 638,000 2,166,000 2,804,000 1,210,000
1/86 Sun Valley/ Sheldon 544,000 2,195,000 2,739,000 1,253,000
3/86 St. Louis/ Forder 517,000 1,405,000 1,922,000 789,000
1/86 Las Vegas/ Highland 432,000 1,094,000 1,526,000 625,000
5/86 Westlake Village 1,205,000 1,213,000 2,418,000 691,000
2/86 Colorado Springs/ Sinton 535,000 1,348,000 1,883,000 742,000
2/86 Oklahoma City/ Penn 146,000 1,008,000 1,154,000 561,000
</TABLE>
F-32
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
2/86 Oklahoma City/ 39th Expressway 238,000 812,000 279,000 43,000
4/86 Reno/ Telegraph 649,000 1,051,000 434,000 109,000
7/86 Colorado Springs/ Hollow Tree 574,000 726,000 230,000 22,000
4/86 St. Louis/Kirkham 199,000 1,001,000 193,000 (11,000)
4/86 St. Louis/Reavis 192,000 958,000 196,000 (17,000)
4/86 Fort Worth/East Loop 196,000 804,000 212,000 10,000
6/86 Richland Hills 543,000 857,000 420,000 (25,000)
5/86 Sacramento/Franklin Blvd. 872,000 978,000 461,000 (66,000)
6/86 West Valley/So. 3600 208,000 1,552,000 365,000 (179,000)
7/86 West LA/Purdue Ave. 2,415,000 3,585,000 241,000 (54,000)
7/86 Capital Heights/Central Ave. 649,000 3,851,000 280,000 (85,000)
10/86 Peralta/Fremont 851,000 1,074,000 272,000 (15,000)
7/86 Pontiac/Dixie Hwy. 259,000 2,091,000 39,000 (22,000)
8/86 Laurel/Ft. Meade Rd. 475,000 1,475,000 204,000 25,000
9/86 Kansas City/S. 44th. 509,000 1,906,000 456,000 (60,000)
10/86 Birmingham/Highland 89,000 786,000 207,000 63,000
10/86 Birmingham/Riverchase 262,000 1,338,000 357,000 26,000
10/86 Birmingham/Eastwood 166,000 1,184,000 211,000 64,000
10/86 Birmingham/Forestdale 152,000 948,000 152,000 87,000
10/86 Birmingham/Centerpoint 265,000 1,305,000 234,000 (11,000)
10/86 Birmingham/Roebuck Plaza 101,000 399,000 243,000 207,000
10/86 Birmingham/Greensprings 347,000 1,173,000 289,000 (304,000)
10/86 Birmingham/Hoover-Lorna 372,000 1,128,000 324,000 (108,000)
10/86 Midfield/Bessemer 170,000 355,000 272,000 (119,000)
10/86 Huntsville/Leeman Ferry Rd. 158,000 992,000 233,000 88,000
10/86 Huntsville/Drake 253,000 1,172,000 224,000 1,000
10/86 Anniston/Whiteside 59,000 566,000 171,000 44,000
10/86 Houston/Glenvista 595,000 1,043,000 492,000 (78,000)
10/86 Houston/I-45 704,000 1,146,000 729,000 (55,000)
10/86 Houston/Rogerdale 1,631,000 2,792,000 454,000 70,000
10/86 Houston/Gessner 1,032,000 1,693,000 836,000 (133,000)
10/86 Houston/Richmond-Fairdale 1,502,000 2,506,000 863,000 (36,000)
10/86 Houston/Gulfton 1,732,000 3,036,000 858,000 29,000
10/86 Houston/Westpark 503,000 854,000 145,000 63,000
10/86 Jonesboro 157,000 718,000 188,000 38,000
9/86 Lakewood/W. 6th Ave. 1,070,000 3,155,000 479,000 1,027,000
10/86 Pilgrim/Houston/Loop 610 1,299,000 3,491,000 927,000 1,366,000
10/86 Pilgrim/Houston/S.W. Freeway 904,000 2,319,000 539,000 920,000
10/86 Pilgrim/Houston/FM 1960 719,000 1,987,000 2,000 609,000
10/86 Pilgrim/Houston/Old Katy Rd. 1,365,000 3,431,000 918,000 1,274,000
10/86 Pilgrim/Houston/Long Point 451,000 1,187,000 469,000 563,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
2/86 Oklahoma City/ 39th Expressway 238,000 1,134,000 1,372,000 631,000
4/86 Reno/ Telegraph 649,000 1,594,000 2,243,000 898,000
7/86 Colorado Springs/ Hollow Tree 574,000 978,000 1,552,000 542,000
4/86 St. Louis/Kirkham 199,000 1,183,000 1,382,000 677,000
4/86 St. Louis/Reavis 192,000 1,137,000 1,329,000 659,000
4/86 Fort Worth/East Loop 196,000 1,026,000 1,222,000 569,000
6/86 Richland Hills 543,000 1,252,000 1,795,000 763,000
5/86 Sacramento/Franklin Blvd. 872,000 1,373,000 2,245,000 815,000
6/86 West Valley/So. 3600 208,000 1,738,000 1,946,000 1,010,000
7/86 West LA/Purdue Ave. 2,416,000 3,771,000 6,187,000 2,152,000
7/86 Capital Heights/Central Ave. 649,000 4,046,000 4,695,000 2,313,000
10/86 Peralta/Fremont 851,000 1,331,000 2,182,000 749,000
7/86 Pontiac/Dixie Hwy. 259,000 2,108,000 2,367,000 1,198,000
8/86 Laurel/Ft. Meade Rd. 475,000 1,704,000 2,179,000 952,000
9/86 Kansas City/S. 44th. 509,000 2,302,000 2,811,000 1,348,000
10/86 Birmingham/Highland 150,000 995,000 1,145,000 558,000
10/86 Birmingham/Riverchase 278,000 1,705,000 1,983,000 1,014,000
10/86 Birmingham/Eastwood 232,000 1,393,000 1,625,000 794,000
10/86 Birmingham/Forestdale 190,000 1,149,000 1,339,000 638,000
10/86 Birmingham/Centerpoint 273,000 1,520,000 1,793,000 852,000
10/86 Birmingham/Roebuck Plaza 340,000 610,000 950,000 357,000
10/86 Birmingham/Greensprings 16,000 1,489,000 1,505,000 838,000
10/86 Birmingham/Hoover-Lorna 266,000 1,450,000 1,716,000 804,000
10/86 Midfield/Bessemer 95,000 583,000 678,000 333,000
10/86 Huntsville/Leeman Ferry Rd. 198,000 1,273,000 1,471,000 742,000
10/86 Huntsville/Drake 248,000 1,402,000 1,650,000 777,000
10/86 Anniston/Whiteside 107,000 733,000 840,000 431,000
10/86 Houston/Glenvista 595,000 1,457,000 2,052,000 862,000
10/86 Houston/I-45 704,000 1,820,000 2,524,000 1,174,000
10/86 Houston/Rogerdale 1,631,000 3,316,000 4,947,000 1,824,000
10/86 Houston/Gessner 1,032,000 2,396,000 3,428,000 1,411,000
10/86 Houston/Richmond-Fairdale 1,502,000 3,333,000 4,835,000 1,988,000
10/86 Houston/Gulfton 1,732,000 3,923,000 5,655,000 2,407,000
10/86 Houston/Westpark 503,000 1,062,000 1,565,000 572,000
10/86 Jonesboro 157,000 944,000 1,101,000 530,000
9/86 Lakewood/W. 6th Ave. 1,070,000 4,661,000 5,731,000 2,093,000
10/86 Pilgrim/Houston/Loop 610 1,299,000 5,784,000 7,083,000 2,573,000
10/86 Pilgrim/Houston/S.W. Freeway 904,000 3,778,000 4,682,000 1,632,000
10/86 Pilgrim/Houston/FM 1960 661,000 2,656,000 3,317,000 1,169,000
10/86 Pilgrim/Houston/Old Katy Rd. 1,365,000 5,623,000 6,988,000 2,497,000
10/86 Pilgrim/Houston/Long Point 451,000 2,219,000 2,670,000 1,047,000
</TABLE>
F-33
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/86 Austin/Red Rooster 1,390,000 1,710,000 393,000 672,000
12/86 Lynnwood/196th SW 1,063,000 1,602,000 314,000 571,000
12/86 Auburn/Auburn Way North 606,000 1,144,000 325,000 533,000
12/86 Gresham/Burnside 351,000 1,056,000 335,000 482,000
12/86 Denver/Sheridan Rd. 1,033,000 2,792,000 589,000 1,007,000
12/86 Marietta/Cobb Pkwy. 536,000 2,764,000 548,000 1,016,000
12/86 Hillsboro/Tualatin Hwy. 461,000 574,000 207,000 414,000
11/86 Arleta/Osborne St. 987,000 663,000 230,000 290,000
4/87 City of Industry/Amar Rd. 748,000 2,052,000 363,000 702,000
3/87 Annandale/Ravensworth 679,000 1,621,000 185,000 596,000
5/87 OK City/Hefner 459,000 941,000 206,000 417,000
12/86 San Antonio/Sunset Rd. 1,206,000 1,594,000 474,000 649,000
8/86 Hammond/Calumet 97,000 751,000 470,000 366,000
7/86 Portland/Moody 663,000 1,637,000 (68,000) 538,000
7/87 Oakbrook Terrace 912,000 2,688,000 628,000 399,000
10/87 Plantation/S. State Rd. 924,000 1,801,000 252,000 298,000
2/88 Anaheim/Lakeview 995,000 1,505,000 467,000 256,000
8/87 San Antonio/Austin Hwy. 400,000 850,000 182,000 164,000
10/87 Rockville/Fredrick Rd. 1,695,000 3,305,000 643,000 519,000
9/30/95 Whittier 215,000 384,000 17,000 720,000
9/30/95 Van Nuys/Balboa 295,000 657,000 31,000 1,245,000
9/30/95 Huntington Beach 176,000 321,000 62,000 739,000
9/30/95 Monterey Park 220,000 124,000 346,000 39,000 820,000
9/30/95 Downey 191,000 317,000 53,000 833,000
9/30/95 Walnut/Freeway II 85,000 346,000 19,000 836,000
9/30/95 Del Amo 474,000 742,000 38,000 1,049,000
9/30/95 Carson 375,000 735,000 56,000 506,000
10/1/97 Novato / Landing 2,416,000 3,496,000 190,000 50,000
10/1/97 St. Louis / Lindberg 584,000 1,508,000 162,000 23,000
10/1/97 Oakland/International 358,000 1,568,000 156,000 24,000
10/1/97 Stockton / March Lane 663,000 1,398,000 76,000 21,000
10/1/97 Des Plaines / Golf Rd 1,363,000 3,093,000 171,000 45,000
10/1/97 Morton Grove / Wauke 2,658,000 3,232,000 114,000 48,000
10/1/97 Los Angeles / Jefferson 1,090,000 1,580,000 200,000 24,000
10/1/97 Los Angeles / Martin 869,000 1,152,000 79,000 17,000
10/1/97 San Leandro / E. 14 St 627,000 1,289,000 71,000 19,000
10/1/97 Tucson / Tanque Verde 345,000 1,709,000 95,000 25,000
10/1/97 Randolph / Warren St 2,330,000 1,914,000 393,000 29,000
10/1/97 Forrestville / Penn. 1,056,000 2,347,000 166,000 35,000
10/1/97 Bridgeport / Wordin 4,877,000 2,739,000 475,000 43,000
10/1/97 North Hollywood/Vine 906,000 2,379,000 116,000 35,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/86 Austin/Red Rooster 1,390,000 2,775,000 4,165,000 1,189,000
12/86 Lynnwood/196th SW 1,063,000 2,487,000 3,550,000 1,060,000
12/86 Auburn/Auburn Way North 606,000 2,002,000 2,608,000 885,000
12/86 Gresham/Burnside 351,000 1,873,000 2,224,000 780,000
12/86 Denver/Sheridan Rd. 1,033,000 4,388,000 5,421,000 1,901,000
12/86 Marietta/Cobb Pkwy. 536,000 4,328,000 4,864,000 1,845,000
12/86 Hillsboro/Tualatin Hwy. 461,000 1,195,000 1,656,000 528,000
11/86 Arleta/Osborne St. 987,000 1,183,000 2,170,000 509,000
4/87 City of Industry/Amar Rd. 748,000 3,117,000 3,865,000 765,000
3/87 Annandale/Ravensworth 679,000 2,402,000 3,081,000 1,015,000
5/87 OK City/Hefner 459,000 1,564,000 2,023,000 634,000
12/86 San Antonio/Sunset Rd. 1,207,000 2,716,000 3,923,000 1,122,000
8/86 Hammond/Calumet 97,000 1,587,000 1,684,000 648,000
7/86 Portland/Moody 663,000 2,107,000 2,770,000 846,000
7/87 Oakbrook Terrace 912,000 3,715,000 4,627,000 1,817,000
10/87 Plantation/S. State Rd. 924,000 2,351,000 3,275,000 1,075,000
2/88 Anaheim/Lakeview 995,000 2,228,000 3,223,000 990,000
8/87 San Antonio/Austin Hwy. 400,000 1,196,000 1,596,000 567,000
10/87 Rockville/Fredrick Rd. 1,695,000 4,467,000 6,162,000 2,053,000
9/30/95 Whittier 215,000 1,121,000 1,336,000 367,000
9/30/95 Van Nuys/Balboa 295,000 1,933,000 2,228,000 595,000
9/30/95 Huntington Beach 176,000 1,122,000 1,298,000 347,000
9/30/95 Monterey Park 124,000 1,205,000 1,329,000 394,000
9/30/95 Downey 191,000 1,203,000 1,394,000 363,000
9/30/95 Walnut/Freeway II 85,000 1,201,000 1,286,000 327,000
9/30/95 Del Amo 474,000 1,829,000 2,303,000 688,000
9/30/95 Carson 375,000 1,297,000 1,672,000 292,000
10/1/97 Novato / Landing 2,416,000 3,736,000 6,152,000 504,000
10/1/97 St. Louis / Lindberg 584,000 1,693,000 2,277,000 212,000
10/1/97 Oakland/International 358,000 1,748,000 2,106,000 221,000
10/1/97 Stockton / March Lane 663,000 1,495,000 2,158,000 195,000
10/1/97 Des Plaines / Golf Rd 1,363,000 3,309,000 4,672,000 433,000
10/1/97 Morton Grove / Wauke 2,658,000 3,394,000 6,052,000 533,000
10/1/97 Los Angeles / Jefferson 1,090,000 1,804,000 2,894,000 222,000
10/1/97 Los Angeles / Martin 869,000 1,248,000 2,117,000 160,000
10/1/97 San Leandro / E. 14 St 627,000 1,379,000 2,006,000 172,000
10/1/97 Tucson / Tanque Verde 345,000 1,829,000 2,174,000 212,000
10/1/97 Randolph / Warren St 2,330,000 2,336,000 4,666,000 246,000
10/1/97 Forrestville / Penn. 1,056,000 2,548,000 3,604,000 322,000
10/1/97 Bridgeport / Wordin 4,877,000 3,257,000 8,134,000 372,000
10/1/97 North Hollywood/Vine 906,000 2,530,000 3,436,000 295,000
</TABLE>
F-34
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/1/97 Santa Cruz / Portola 535,000 1,526,000 110,000 23,000
10/1/97 Hyde Park / River St 626,000 1,748,000 189,000 26,000
10/1/97 Dublin / San Ramon Rd 942,000 1,999,000 124,000 26,000
10/1/97 Vallejo / Humboldt 473,000 1,651,000 99,000 25,000
10/1/97 Fremont/Warm Springs 848,000 2,885,000 155,000 43,000
10/1/97 Seattle / Stone Way 829,000 2,180,000 233,000 33,000
10/1/97 W. Olympia 149,000 1,096,000 231,000 17,000
10/1/97 Mercer/Parkside Ave 359,000 1,763,000 147,000 26,000
10/1/97 Bridge Water / Main 445,000 2,054,000 215,000 30,000
10/1/97 Norwalk / Hoyt Street 2,369,000 3,049,000 228,000 45,000
10/1/97 Marietta /Austell Rd 398,000 1,326,000 212,000 411,000
10/1/97 Denver / Leetsdale 1,407,000 1,682,000 124,000 516,000
10/1/97 Baltimore / York Road 1,538,000 1,952,000 172,000 597,000
10/1/97 Bolingbrook 737,000 1,776,000 141,000 537,000
10/1/97 Kent / Central 483,000 1,321,000 135,000 405,000
10/1/97 Geneva / Roosevelt 355,000 1,302,000 112,000 398,000
10/1/97 Denver / Sheridan 429,000 1,105,000 83,000 341,000
10/1/97 Mountlake Terrace 1,017,000 1,783,000 163,000 536,000
10/1/97 Carol Stream/ St. Charles 185,000 1,187,000 98,000 360,000
10/1/97 Marietta / Cobb Park 420,000 1,131,000 164,000 351,000
10/1/97 Venice / Rose 5,468,000 5,478,000 555,000 1,648,000
10/1/97 Ventura / Ventura Blvd 911,000 2,227,000 181,000 683,000
10/1/97 Studio City/ Ventura 2,421,000 1,610,000 123,000 483,000
10/1/97 Madison Heights 428,000 1,686,000 1,998,000 505,000
10/1/97 Lax / Imperial 1,662,000 2,079,000 123,000 633,000
10/1/97 Justice / Industrial 233,000 1,181,000 105,000 360,000
10/1/97 Burbank / San Fernando 1,825,000 2,210,000 174,000 675,000
10/1/97 Pinole / Appian Way 728,000 1,827,000 147,000 557,000
10/1/97 Denver / Tamarac Park 2,545,000 1,692,000 201,000 548,000
10/1/97 Gresham / Powell 322,000 1,298,000 167,000 393,000
10/1/97 Warren / Mound Road 268,000 1,025,000 121,000 308,000
10/1/97 Woodside/Brooklyn 5,016,000 3,950,000 137,000 1,193,000
10/1/97 Enfield / Elm Street 399,000 1,900,000 214,000 574,000
10/1/97 Roselle / Lake Street 312,000 1,411,000 124,000 427,000
10/1/97 Milwaukee / Appleton 324,000 1,385,000 141,000 421,000
10/1/97 Emeryville / Bay St 1,602,000 1,830,000 102,000 553,000
10/1/97 Monterey / Del Rey 257,000 1,048,000 167,000 316,000
10/1/97 San Leandro / Washington 660,000 1,142,000 127,000 350,000
10/1/97 Boca Raton / N. W. 20 1,140,000 2,256,000 328,000 694,000
10/1/97 Washington Dc/So Capital 1,437,000 4,489,000 314,000 1,353,000
10/1/97 Lynn / Lynnway 463,000 3,059,000 256,000 944,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/1/97 Santa Cruz / Portola 535,000 1,659,000 2,194,000 195,000
10/1/97 Hyde Park / River St 626,000 1,963,000 2,589,000 214,000
10/1/97 Dublin / San Ramon Rd 942,000 2,149,000 3,091,000 307,000
10/1/97 Vallejo / Humboldt 473,000 1,775,000 2,248,000 206,000
10/1/97 Fremont/Warm Springs 848,000 3,083,000 3,931,000 337,000
10/1/97 Seattle / Stone Way 829,000 2,446,000 3,275,000 252,000
10/1/97 W. Olympia 149,000 1,344,000 1,493,000 137,000
10/1/97 Mercer/Parkside Ave 359,000 1,936,000 2,295,000 216,000
10/1/97 Bridge Water / Main 445,000 2,299,000 2,744,000 252,000
10/1/97 Norwalk / Hoyt Street 2,369,000 3,322,000 5,691,000 349,000
10/1/97 Marietta /Austell Rd 398,000 1,949,000 2,347,000 216,000
10/1/97 Denver / Leetsdale 1,407,000 2,322,000 3,729,000 271,000
10/1/97 Baltimore / York Road 1,538,000 2,721,000 4,259,000 307,000
10/1/97 Bolingbrook 737,000 2,454,000 3,191,000 277,000
10/1/97 Kent / Central 483,000 1,861,000 2,344,000 210,000
10/1/97 Geneva / Roosevelt 355,000 1,812,000 2,167,000 209,000
10/1/97 Denver / Sheridan 429,000 1,529,000 1,958,000 180,000
10/1/97 Mountlake Terrace 1,017,000 2,482,000 3,499,000 271,000
10/1/97 Carol Stream/ St. Charles 185,000 1,645,000 1,830,000 183,000
10/1/97 Marietta / Cobb Park 420,000 1,646,000 2,066,000 183,000
10/1/97 Venice / Rose 5,468,000 7,681,000 13,149,000 760,000
10/1/97 Ventura / Ventura Blvd 911,000 3,091,000 4,002,000 334,000
10/1/97 Studio City/ Ventura 2,421,000 2,216,000 4,637,000 250,000
10/1/97 Madison Heights 428,000 4,189,000 4,617,000 241,000
10/1/97 Lax / Imperial 1,662,000 2,835,000 4,497,000 314,000
10/1/97 Justice / Industrial 233,000 1,646,000 1,879,000 188,000
10/1/97 Burbank / San Fernando 1,825,000 3,059,000 4,884,000 325,000
10/1/97 Pinole / Appian Way 728,000 2,531,000 3,259,000 274,000
10/1/97 Denver / Tamarac Park 2,545,000 2,441,000 4,986,000 292,000
10/1/97 Gresham / Powell 322,000 1,858,000 2,180,000 198,000
10/1/97 Warren / Mound Road 268,000 1,454,000 1,722,000 153,000
10/1/97 Woodside/Brooklyn 5,016,000 5,280,000 10,296,000 500,000
10/1/97 Enfield / Elm Street 399,000 2,688,000 3,087,000 272,000
10/1/97 Roselle / Lake Street 312,000 1,962,000 2,274,000 211,000
10/1/97 Milwaukee / Appleton 324,000 1,947,000 2,271,000 200,000
10/1/97 Emeryville / Bay St 1,602,000 2,485,000 4,087,000 264,000
10/1/97 Monterey / Del Rey 257,000 1,531,000 1,788,000 156,000
10/1/97 San Leandro / Washington 660,000 1,619,000 2,279,000 171,000
10/1/97 Boca Raton / N. W. 20 1,140,000 3,278,000 4,418,000 325,000
10/1/97 Washington Dc/So Capital 1,437,000 6,156,000 7,593,000 511,000
10/1/97 Lynn / Lynnway 463,000 4,259,000 4,722,000 406,000
</TABLE>
F-35
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/1/97 Pompano Beach 1,077,000 1,527,000 477,000 473,000
10/1/97 Lake Oswego/ N. State 465,000 1,956,000 218,000 595,000
10/1/97 Daly City / Mission 389,000 2,921,000 188,000 854,000
10/1/97 Odenton / Route 175 456,000 2,104,000 161,000 639,000
01/01/96 Bensenville/York R 667,000 1,602,000 65,000 526,000
01/01/96 Louisville/Preston 211,000 1,060,000 43,000 348,000
01/01/96 San Jose/Aborn Road 615,000 1,342,000 49,000 439,000
01/01/96 Englewood/Federal 481,000 1,395,000 49,000 456,000
01/01/96 W. Hollywood/Santa Monica 3,415,000 4,577,000 174,000 1,498,000
01/01/96 Orlando Hills/W. 159th 917,000 2,392,000 83,000 780,000
01/01/96 Merrionette Park/S 818,000 2,020,000 67,000 658,000
01/01/96 Denver/S Quebec 1,849,000 1,941,000 74,000 636,000
01/01/96 Tigard/S. W. Pacific 633,000 1,206,000 82,000 406,000
01/01/96 Coram/Middle Count 507,000 1,421,000 52,000 465,000
01/01/96 Houston/FM 1960 635,000 1,294,000 150,000 456,000
01/01/96 Kent/Military Trail 409,000 1,670,000 91,000 556,000
01/01/96 Turnersville/Black H 165,000 1,360,000 27,000 437,000
01/01/96 Sewell/Rte. 553 323,000 1,138,000 74,000 382,000
01/01/96 Maple Shade/Fellowship 331,000 1,421,000 39,000 461,000
01/01/96 Hyattsville/Kenilworth 509,000 1,757,000 80,000 579,000
01/01/96 Waterbury/Captain 434,000 2,089,000 77,000 683,000
01/01/96 Bedford Hts/Miles 835,000 1,577,000 94,000 527,000
01/01/96 Livonia/Newburgh 635,000 1,407,000 47,000 459,000
01/01/96 Sunland/Sunland Blvd. 631,000 1,965,000 59,000 639,000
01/01/96 Des Moines 448,000 1,350,000 76,000 450,000
01/01/96 Oxonhill/Indianhead 772,000 2,017,000 92,000 665,000
01/01/96 Sacramento/N. 16th 582,000 2,610,000 73,000 847,000
01/01/96 Houston/Westheimer 1,508,000 2,274,000 157,000 767,000
01/01/96 San Pablo/San Pablo 565,000 1,232,000 85,000 416,000
01/01/96 Bowie/Woodcliff 718,000 2,336,000 67,000 758,000
01/01/96 Milwaukee/S. 84th 444,000 1,868,000 96,000 620,000
01/01/96 Clinton/Malcolm Road 593,000 2,123,000 63,000 690,000
06/30/99 Winter Park/N. Semor 342,000 638,000 239,000 737,000
06/30/99 N. Richland Hills 455,000 769,000 169,000 824,000
06/30/99 Rolling Meadows/Lois 441,000 849,000 208,000 898,000
06/30/99 Gresham/Burnside 354,000 544,000 168,000 629,000
06/30/99 Jacksonville/Univers 211,000 741,000 166,000 702,000
06/30/99 Irving/W. Airport Fwy 419,000 960,000 164,000 935,000
06/30/99 Houston/Highway 6 So 751,000 1,006,000 214,000 1,136,000
06/30/99 Concord/Arnold Indus 827,000 1,553,000 255,000 1,567,000
06/30/99 Rockville/Gude Drive 602,000 768,000 243,000 933,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/1/97 Pompano Beach 1,077,000 2,477,000 3,554,000 223,000
10/1/97 Lake Oswego/ N. State 465,000 2,769,000 3,234,000 268,000
10/1/97 Daly City / Mission 389,000 3,963,000 4,352,000 383,000
10/1/97 Odenton / Route 175 456,000 2,904,000 3,360,000 241,000
01/01/96 Bensenville/York R 667,000 2,193,000 2,860,000 378,000
01/01/96 Louisville/Preston 211,000 1,451,000 1,662,000 244,000
01/01/96 San Jose/Aborn Road 615,000 1,830,000 2,445,000 312,000
01/01/96 Englewood/Federal 481,000 1,900,000 2,381,000 339,000
01/01/96 W. Hollywood/Santa Monica 3,415,000 6,249,000 9,664,000 1,009,000
01/01/96 Orlando Hills/W. 159th 917,000 3,255,000 4,172,000 566,000
01/01/96 Merrionette Park/S 818,000 2,745,000 3,563,000 455,000
01/01/96 Denver/S Quebec 1,849,000 2,651,000 4,500,000 440,000
01/01/96 Tigard/S. W. Pacific 633,000 1,694,000 2,327,000 273,000
01/01/96 Coram/Middle Count 507,000 1,938,000 2,445,000 307,000
01/01/96 Houston/FM 1960 635,000 1,900,000 2,535,000 318,000
01/01/96 Kent/Military Trail 409,000 2,317,000 2,726,000 363,000
01/01/96 Turnersville/Black H 165,000 1,824,000 1,989,000 302,000
01/01/96 Sewell/Rte. 553 323,000 1,594,000 1,917,000 260,000
01/01/96 Maple Shade/Fellowship 331,000 1,921,000 2,252,000 301,000
01/01/96 Hyattsville/Kenilworth 509,000 2,416,000 2,925,000 365,000
01/01/96 Waterbury/Captain 434,000 2,849,000 3,283,000 384,000
01/01/96 Bedford Hts/Miles 835,000 2,198,000 3,033,000 346,000
01/01/96 Livonia/Newburgh 635,000 1,913,000 2,548,000 301,000
01/01/96 Sunland/Sunland Blvd. 631,000 2,663,000 3,294,000 385,000
01/01/96 Des Moines 448,000 1,876,000 2,324,000 301,000
01/01/96 Oxonhill/Indianhead 772,000 2,774,000 3,546,000 411,000
01/01/96 Sacramento/N. 16th 582,000 3,530,000 4,112,000 464,000
01/01/96 Houston/Westheimer 1,508,000 3,198,000 4,706,000 494,000
01/01/96 San Pablo/San Pablo 565,000 1,733,000 2,298,000 260,000
01/01/96 Bowie/Woodcliff 718,000 3,161,000 3,879,000 430,000
01/01/96 Milwaukee/S. 84th 444,000 2,584,000 3,028,000 365,000
01/01/96 Clinton/Malcolm Road 593,000 2,876,000 3,469,000 384,000
06/30/99 Winter Park/N. Semor 426,000 1,530,000 1,956,000 41,000
06/30/99 N. Richland Hills 568,000 1,649,000 2,217,000 42,000
06/30/99 Rolling Meadows/Lois 550,000 1,846,000 2,396,000 48,000
06/30/99 Gresham/Burnside 441,000 1,254,000 1,695,000 31,000
06/30/99 Jacksonville/Univers 263,000 1,557,000 1,820,000 39,000
06/30/99 Irving/W. Airport Fwy 523,000 1,955,000 2,478,000 50,000
06/30/99 Houston/Highway 6 So 936,000 2,171,000 3,107,000 53,000
06/30/99 Concord/Arnold Indus 1,031,000 3,171,000 4,202,000 80,000
06/30/99 Rockville/Gude Drive 750,000 1,796,000 2,546,000 42,000
</TABLE>
F-36
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
06/30/99 Bradenton/Cortez Road 476,000 885,000 170,000 912,000
06/30/99 San Antonio/N. W. Loop 511,000 786,000 151,000 846,000
06/30/99 Anaheim / La Palma 1,378,000 851,000 132,000 1,231,000
06/30/99 Spring Valley/Sweetwater 271,000 380,000 71,000 418,000
06/30/99 Ft. Myers/Tamiami 948,000 962,000 246,000 1,209,000
06/30/99 Littleton/Centennial 421,000 804,000 130,000 806,000
06/30/99 Newark/Cedar Blvd 729,000 971,000 157,000 1,064,000
06/30/99 Falls Church/Columbine 901,000 975,000 160,000 1,139,000
06/30/99 Fairfax / Lee Highway 586,000 1,078,000 195,000 1,104,000
06/30/99 Wheat Ridge / W. 44t 480,000 789,000 131,000 822,000
06/30/99 Huntington Bch/Gotham 952,000 890,000 156,000 1,101,000
06/30/99 Fort Worth/McArtur 372,000 942,000 121,000 875,000
06/30/99 San Diego/Clairemont 1,601,000 2,035,000 269,000 2,221,000
06/30/99 Houston/Millridge N. 1,160,000 1,983,000 159,000 1,930,000
06/30/99 Woodbridge/Jefferson 840,000 1,689,000 177,000 1,612,000
06/30/99 Mountainside 1,260,000 1,237,000 264,000 1,535,000
06/30/99 Woodbridge / Davis 1,796,000 1,623,000 185,000 1,963,000
06/30/99 Huntington Bch/Bolsa 1,026,000 1,437,000 92,000 1,459,000
06/30/99 Edison / Old Post 498,000 1,267,000 163,000 1,176,000
06/30/99 Northridge/Parthenia 1,848,000 1,486,000 125,000 1,851,000
06/30/99 Brick Township/Brick 590,000 1,431,000 214,000 1,360,000
06/30/99 Stone Mountain/Rock 1,233,000 288,000 222,000 850,000
06/30/99 Hyattsville 768,000 2,186,000 149,000 1,901,000
06/30/99 Union City / Alvarad 992,000 1,776,000 164,000 1,724,000
06/30/99 Oak Park / Greenfield 621,000 1,735,000 77,000 1,486,000
06/30/99 Tujunga/Foothill Blvd 1,746,000 2,383,000 92,000 2,395,000
01/01/81 Newport News / Jefferson Avenue 766,000 108,000 1,071,000 484,000
01/01/81 Virginia Beach / Diamond Springs 847,000 186,000 1,094,000 548,000
08/01/81 San Jose / Snell 312,000 1,815,000 330,000
10/01/81 Tampa / Lazy Lane 282,000 1,899,000 562,000
06/01/82 San Jose / Tully 1,084,000 645,000 1,579,000 408,000
06/01/82 San Carlos / Storage 1,319,000 780,000 1,387,000 488,000
06/01/82 Mountain View 1,868,000 1,180,000 1,182,000 501,000
06/01/82 Cupertino / Storage 1,466,000 572,000 1,270,000 369,000
10/01/82 Sorrento Valley 1,343,000 1,002,000 1,343,000 222,000
10/01/82 Northwood 2,027,000 1,034,000 1,522,000 204,000
03/01/85 Houston / Westheimer 647,000 850,000 1,179,000 682,000
03/03/86 Tampa / 56th 575,000 450,000 1,360,000 374,000
12/31/86 Monrovia / Myrtle Avenue 1,506,000 1,149,000 2,446,000 141,000
12/31/86 Chatsworth / Topanga 993,000 1,447,000 1,243,000 226,000
12/31/86 Houston / Larkwood 347,000 247,000 602,000 336,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
06/30/99 Bradenton/Cortez Road 593,000 1,850,000 2,443,000 47,000
06/30/99 San Antonio/N. W. Loop 637,000 1,657,000 2,294,000 40,000
06/30/99 Anaheim / La Palma 1,718,000 1,874,000 3,592,000 42,000
06/30/99 Spring Valley/Sweetwater 338,000 802,000 1,140,000 19,000
06/30/99 Ft. Myers/Tamiami 1,182,000 2,183,000 3,365,000 52,000
06/30/99 Littleton/Centennial 525,000 1,636,000 2,161,000 39,000
06/30/99 Newark/Cedar Blvd 909,000 2,012,000 2,921,000 46,000
06/30/99 Falls Church/Columbine 1,124,000 2,051,000 3,175,000 46,000
06/30/99 Fairfax / Lee Highway 731,000 2,232,000 2,963,000 50,000
06/30/99 Wheat Ridge / W. 44t 598,000 1,624,000 2,222,000 37,000
06/30/99 Huntington Bch/Gotham 1,187,000 1,912,000 3,099,000 45,000
06/30/99 Fort Worth/McArtur 463,000 1,847,000 2,310,000 40,000
06/30/99 San Diego/Clairemont 1,996,000 4,130,000 6,126,000 89,000
06/30/99 Houston/Millridge N. 1,446,000 3,786,000 5,232,000 85,000
06/30/99 Woodbridge/Jefferson 1,047,000 3,271,000 4,318,000 71,000
06/30/99 Mountainside 1,571,000 2,725,000 4,296,000 60,000
06/30/99 Woodbridge / Davis 2,239,000 3,328,000 5,567,000 68,000
06/30/99 Huntington Bch/Bolsa 1,279,000 2,735,000 4,014,000 59,000
06/30/99 Edison / Old Post 621,000 2,483,000 3,104,000 52,000
06/30/99 Northridge/Parthenia 2,304,000 3,006,000 5,310,000 56,000
06/30/99 Brick Township/Brick 735,000 2,860,000 3,595,000 53,000
06/30/99 Stone Mountain/Rock 1,537,000 1,056,000 2,593,000 18,000
06/30/99 Hyattsville 958,000 4,046,000 5,004,000 72,000
06/30/99 Union City / Alvarad 1,237,000 3,419,000 4,656,000 61,000
06/30/99 Oak Park / Greenfield 774,000 3,145,000 3,919,000 55,000
06/30/99 Tujunga/Foothill Blvd 2,177,000 4,439,000 6,616,000 67,000
01/01/81 Newport News / Jefferson Avenue 108,000 1,555,000 1,663,000 1,171,000
01/01/81 Virginia Beach / Diamond Springs 186,000 1,642,000 1,828,000 1,176,000
08/01/81 San Jose / Snell 312,000 2,145,000 2,457,000 1,574,000
10/01/81 Tampa / Lazy Lane 282,000 2,461,000 2,743,000 1,776,000
06/01/82 San Jose / Tully 645,000 1,987,000 2,632,000 1,381,000
06/01/82 San Carlos / Storage 780,000 1,875,000 2,655,000 1,319,000
06/01/82 Mountain View 1,180,000 1,683,000 2,863,000 1,222,000
06/01/82 Cupertino / Storage 572,000 1,639,000 2,211,000 1,129,000
10/01/82 Sorrento Valley 1,002,000 1,565,000 2,567,000 1,064,000
10/01/82 Northwood 1,034,000 1,726,000 2,760,000 1,164,000
03/01/85 Houston / Westheimer 850,000 1,861,000 2,711,000 1,083,000
03/03/86 Tampa / 56th 450,000 1,734,000 2,184,000 971,000
12/31/86 Monrovia / Myrtle Avenue 1,149,000 2,587,000 3,736,000 1,376,000
12/31/86 Chatsworth / Topanga 1,447,000 1,469,000 2,916,000 870,000
12/31/86 Houston / Larkwood 247,000 938,000 1,185,000 445,000
</TABLE>
F-37
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C>
12/31/86 Northridge 2,259,000 3,624,000 1,922,000 2,770,000
12/31/86 Santa Clara / Duane 927,000 1,950,000 1,004,000 295,000
12/31/86 Oyster Point 1,569,000 1,490,000 317,000
12/31/86 Walnut 767,000 613,000 187,000
06/07/88 Mesquite / Sorrento Drive 928,000 1,011,000 703,000
01/01/92 Costa Mesa 533,000 980,000 605,000
03/01/92 Dallas / Walnut St. 537,000 1,008,000 204,000
05/01/92 Camp Creek 576,000 1,075,000 179,000
08/01/92 Tampa/N.Dale Mabry 809,000 1,537,000 337,000
09/01/92 Orlando/W. Colonial 368,000 713,000 109,000
09/01/92 Jacksonville/Arlington 554,000 1,065,000 151,000
10/01/92 Stockton/Mariners 381,000 730,000 124,000
11/18/92 Virginia Beach/General Booth Blvd 599,000 1,119,000 247,000
01/01/93 Redwood City/Storage 907,000 1,684,000 193,000
01/01/93 City Of Industry 1,611,000 2,991,000 212,000
01/01/93 San Jose/Felipe 1,124,000 2,088,000 217,000
01/01/93 Baldwin Park/Garvey Ave 840,000 1,561,000 207,000
03/19/93 Westminister / W. 80th 840,000 1,586,000 148,000
04/26/93 Costa Mesa / Newport 942,000 2,141,000 3,989,000 93,000
05/13/93 Austin /N. Lamar 919,000 1,695,000 147,000
05/28/93 Jacksonville/Phillips Hwy. 406,000 771,000 137,000
05/28/93 Tampa/Nebraska Avenue 550,000 1,043,000 88,000
06/09/93 Calabasas / Ventura Blvd. 1,762,000 3,269,000 144,000
06/09/93 Carmichael / Fair Oaks 573,000 1,052,000 127,000
06/09/93 Santa Clara / Duane 454,000 834,000 76,000
06/10/93 Citrus Heights / Sylvan Road 438,000 822,000 120,000
06/25/93 Trenton / Allen Road 623,000 1,166,000 119,000
06/30/93 Los Angeles/W.Jefferson Blvd 1,085,000 2,017,000 102,000
07/16/93 Austin / So. Congress Ave 777,000 1,445,000 263,000
08/01/93 Gaithersburg / E. Diamond 602,000 1,139,000 117,000
08/11/93 Atlanta / Northside 1,150,000 2,149,000 185,000
08/11/93 Smyrna/ Rosswill Rd 446,000 842,000 143,000
08/13/93 So. Brunswick/Highway 1,076,000 2,033,000 181,000
08/31/93 Austin / N. Lamar 502,000 941,000 103,000
10/01/93 Denver / Federal Blvd 875,000 1,633,000 107,000
10/01/93 Citrus Heights 527,000 987,000 77,000
10/01/93 Lakewood / 6th Ave 798,000 1,489,000 (50,000)
10/27/93 Houston / S Shaver St 481,000 896,000 130,000
11/03/93 Upland/S. Euclid Ave. 431,000 807,000 361,000
11/16/93 Norcross / Jimmy Carter 627,000 1,167,000 136,000
11/16/93 Seattle / 13th 1,085,000 2,015,000 530,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/31/86 Northridge 3,624,000 4,692,000 8,316,000 1,322,000
12/31/86 Santa Clara / Duane 1,950,000 1,299,000 3,249,000 711,000
12/31/86 Oyster Point 1,569,000 1,807,000 3,376,000 910,000
12/31/86 Walnut 767,000 800,000 1,567,000 399,000
06/07/88 Mesquite / Sorrento Drive 928,000 1,714,000 2,642,000 979,000
01/01/92 Costa Mesa 535,000 1,583,000 2,118,000 912,000
03/01/92 Dallas / Walnut St. 537,000 1,212,000 1,749,000 1,146,000
05/01/92 Camp Creek 576,000 1,254,000 1,830,000 417,000
08/01/92 Tampa/N.Dale Mabry 809,000 1,874,000 2,683,000 631,000
09/01/92 Orlando/W. Colonial 368,000 822,000 1,190,000 273,000
09/01/92 Jacksonville/Arlington 554,000 1,216,000 1,770,000 401,000
10/01/92 Stockton/Mariners 381,000 854,000 1,235,000 261,000
11/18/92 Virginia Beach/General Booth Blvd 599,000 1,366,000 1,965,000 416,000
01/01/93 Redwood City/Storage 907,000 1,877,000 2,784,000 561,000
01/01/93 City Of Industry 1,611,000 3,203,000 4,814,000 886,000
01/01/93 San Jose/Felipe 1,124,000 2,305,000 3,429,000 691,000
01/01/93 Baldwin Park/Garvey Ave 840,000 1,768,000 2,608,000 526,000
03/19/93 Westminister / W. 80th 840,000 1,734,000 2,574,000 506,000
04/26/93 Costa Mesa / Newport 2,141,000 4,082,000 6,223,000 1,108,000
05/13/93 Austin /N. Lamar 919,000 1,842,000 2,761,000 527,000
05/28/93 Jacksonville/Phillips Hwy. 406,000 908,000 1,314,000 283,000
05/28/93 Tampa/Nebraska Avenue 550,000 1,131,000 1,681,000 324,000
06/09/93 Calabasas / Ventura Blvd. 1,762,000 3,413,000 5,175,000 969,000
06/09/93 Carmichael / Fair Oaks 573,000 1,179,000 1,752,000 346,000
06/09/93 Santa Clara / Duane 454,000 910,000 1,364,000 254,000
06/10/93 Citrus Heights / Sylvan Road 438,000 942,000 1,380,000 309,000
06/25/93 Trenton / Allen Road 623,000 1,285,000 1,908,000 351,000
06/30/93 Los Angeles/W.Jefferson Blvd 1,085,000 2,119,000 3,204,000 568,000
07/16/93 Austin / So. Congress Ave 777,000 1,708,000 2,485,000 562,000
08/01/93 Gaithersburg / E. Diamond 602,000 1,256,000 1,858,000 336,000
08/11/93 Atlanta / Northside 1,150,000 2,334,000 3,484,000 633,000
08/11/93 Smyrna/ Rosswill Rd 446,000 985,000 1,431,000 286,000
08/13/93 So. Brunswick/Highway 1,076,000 2,214,000 3,290,000 628,000
08/31/93 Austin / N. Lamar 502,000 1,044,000 1,546,000 298,000
10/01/93 Denver / Federal Blvd 875,000 1,740,000 2,615,000 454,000
10/01/93 Citrus Heights 527,000 1,064,000 1,591,000 287,000
10/01/93 Lakewood / 6th Ave 685,000 1,552,000 2,237,000 406,000
10/27/93 Houston / S Shaver St 481,000 1,026,000 1,507,000 287,000
11/03/93 Upland/S. Euclid Ave. 508,000 1,091,000 1,599,000 290,000
11/16/93 Norcross / Jimmy Carter 627,000 1,303,000 1,930,000 340,000
11/16/93 Seattle / 13th 1,085,000 2,545,000 3,630,000 673,000
</TABLE>
F-38
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/09/93 Salt Lake City 765,000 1,422,000 381,000
12/16/93 West Valley City 683,000 1,276,000 116,000
12/21/93 Pinellas Park / 34th St. 607,000 1,134,000 151,000
12/28/93 New Orleans / S. Carrollton Ave 1,575,000 2,941,000 189,000
12/29/93 Orange / Main 1,238,000 2,317,000 1,376,000
12/29/93 Sunnyvale / Wedell 554,000 1,037,000 680,000
12/29/93 El Cajon / Magnolia 421,000 791,000 499,000
12/29/93 Orlando / S. Semoran Blvd. 462,000 872,000 601,000
12/29/93 Tampa / W. Hillsborough Ave 352,000 665,000 373,000
12/29/93 Irving / West Loop 12 341,000 643,000 136,000
12/29/93 Fullerton / W. Commonwealth 904,000 1,687,000 980,000
12/29/93 N. Lauderdale / Mcnab Rd 628,000 1,182,000 663,000
12/29/93 Los Alimitos / Cerritos 695,000 1,299,000 657,000
12/29/93 Frederick / Prospect Blvd. 573,000 1,082,000 482,000
12/29/93 Indianapolis / E. Washington 403,000 775,000 421,000
12/29/93 Gardena / Western Ave. 552,000 1,035,000 551,000
12/29/93 Palm Bay / Bobcock Street 409,000 775,000 467,000
01/10/94 Hialeah / W. 20Th Ave. 1,855,000 3,497,000 168,000
01/12/94 Sunnyvale / N. Fair Oaks Ave 689,000 1,285,000 291,000
01/12/94 Honolulu / Iwaena 0 3,382,000 635,000
01/12/94 Miami / Golden Glades 579,000 1,081,000 321,000
01/21/94 Herndon / Centreville Road 1,584,000 2,981,000 124,000
02/08/94 Las Vegas/S. MLK Blvd. 1,383,000 2,592,000 996,000
02/28/94 Arlingtn/Old Jeffersn Davishwy 735,000 1,399,000 155,000
03/08/94 Beaverton / Sw Barnes Road 942,000 1,810,000 135,000
03/21/94 Austin / Arboretum 473,000 897,000 2,744,000
03/25/94 Tinton Falls / Shrewsbury Ave 1,074,000 2,033,000 152,000
03/25/94 East Brunswick / Milltown Road 1,282,000 2,411,000 181,000
03/25/94 Mercerville / Quakerbridge Road 1,109,000 2,111,000 172,000
03/31/94 Hypoluxo 735,000 1,404,000 1,771,000
04/26/94 No. Highlands / Roseville Road 980,000 1,835,000 185,000
05/12/94 Fort Pierce/Okeechobee Road 438,000 842,000 159,000
05/24/94 Hempstead/Peninsula Blvd. 2,053,000 3,832,000 141,000
05/24/94 La/Huntington 483,000 905,000 104,000
06/09/94 Chattanooga / Brainerd Road 613,000 1,170,000 134,000
06/09/94 Chattanooga / Ringgold Road 761,000 1,433,000 186,000
06/18/94 Las Vegas / S. Valley View Blvd 837,000 1,571,000 92,000
06/23/94 Las Vegas / Tropicana 750,000 1,408,000 130,000
06/23/94 Henderson / Green Valley Pkwy 1,047,000 1,960,000 109,000
06/24/94 Las Vegas / N. Lamb Blvd. 869,000 1,629,000 252,000
06/30/94 Birmingham / W. Oxmoor Road 532,000 1,004,000 314,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/09/93 Salt Lake City 765,000 1,803,000 2,568,000 531,000
12/16/93 West Valley City 683,000 1,392,000 2,075,000 378,000
12/21/93 Pinellas Park / 34th St. 607,000 1,285,000 1,892,000 362,000
12/28/93 New Orleans / S. Carrollton Ave 1,575,000 3,130,000 4,705,000 784,000
12/29/93 Orange / Main 1,593,000 3,338,000 4,931,000 789,000
12/29/93 Sunnyvale / Wedell 725,000 1,546,000 2,271,000 380,000
12/29/93 El Cajon / Magnolia 542,000 1,169,000 1,711,000 288,000
12/29/93 Orlando / S. Semoran Blvd. 601,000 1,334,000 1,935,000 332,000
12/29/93 Tampa / W. Hillsborough Ave 436,000 954,000 1,390,000 237,000
12/29/93 Irving / West Loop 12 355,000 765,000 1,120,000 197,000
12/29/93 Fullerton / W. Commonwealth 1,160,000 2,411,000 3,571,000 579,000
12/29/93 N. Lauderdale / Mcnab Rd 798,000 1,675,000 2,473,000 404,000
12/29/93 Los Alimitos / Cerritos 874,000 1,777,000 2,651,000 423,000
12/29/93 Frederick / Prospect Blvd. 692,000 1,445,000 2,137,000 354,000
12/29/93 Indianapolis / E. Washington 505,000 1,094,000 1,599,000 262,000
12/29/93 Gardena / Western Ave. 695,000 1,443,000 2,138,000 329,000
12/29/93 Palm Bay / Bobcock Street 525,000 1,126,000 1,651,000 268,000
01/10/94 Hialeah / W. 20Th Ave. 1,590,000 3,930,000 5,520,000 971,000
01/12/94 Sunnyvale / N. Fair Oaks Ave 657,000 1,608,000 2,265,000 379,000
01/12/94 Honolulu / Iwaena 0 4,017,000 4,017,000 930,000
01/12/94 Miami / Golden Glades 557,000 1,424,000 1,981,000 364,000
01/21/94 Herndon / Centreville Road 1,358,000 3,331,000 4,689,000 653,000
02/08/94 Las Vegas/S. MLK Blvd. 1,436,000 3,535,000 4,971,000 846,000
02/28/94 Arlingtn/Old Jeffersn Davishwy 630,000 1,659,000 2,289,000 439,000
03/08/94 Beaverton / Sw Barnes Road 807,000 2,080,000 2,887,000 547,000
03/21/94 Austin / Arboretum 1,554,000 2,560,000 4,114,000 349,000
03/25/94 Tinton Falls / Shrewsbury Ave 921,000 2,338,000 3,259,000 616,000
03/25/94 East Brunswick / Milltown Road 1,099,000 2,775,000 3,874,000 707,000
03/25/94 Mercerville / Quakerbridge Road 950,000 2,442,000 3,392,000 595,000
03/31/94 Hypoluxo 630,000 3,280,000 3,910,000 1,530,000
04/26/94 No. Highlands / Roseville Road 840,000 2,160,000 3,000,000 541,000
05/12/94 Fort Pierce/Okeechobee Road 375,000 1,064,000 1,439,000 291,000
05/24/94 Hempstead/Peninsula Blvd. 1,763,000 4,263,000 6,026,000 987,000
05/24/94 La/Huntington 414,000 1,078,000 1,492,000 265,000
06/09/94 Chattanooga / Brainerd Road 525,000 1,392,000 1,917,000 344,000
06/09/94 Chattanooga / Ringgold Road 653,000 1,727,000 2,380,000 441,000
06/18/94 Las Vegas / S. Valley View Blvd 718,000 1,782,000 2,500,000 439,000
06/23/94 Las Vegas / Tropicana 643,000 1,645,000 2,288,000 414,000
06/23/94 Henderson / Green Valley Pkwy 898,000 2,218,000 3,116,000 546,000
06/24/94 Las Vegas / N. Lamb Blvd. 745,000 2,005,000 2,750,000 501,000
06/30/94 Birmingham / W. Oxmoor Road 461,000 1,389,000 1,850,000 469,000
</TABLE>
F-39
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C>
07/20/94 Milpitas / Dempsey Road 1,260,000 2,358,000 133,000
08/17/94 New Orleans/I-10 784,000 1,470,000 109,000
08/17/94 Beaverton / S. W. Denny Road 663,000 1,245,000 80,000
08/17/94 Irwindale / Central Ave. 674,000 1,263,000 55,000
08/17/94 Suitland / St. Barnabas Rd 1,530,000 2,913,000 133,000
08/17/94 North Brunswick / How Lane 1,238,000 2,323,000 55,000
08/17/94 Lombard / 64th 847,000 1,583,000 87,000
08/17/94 Alsip / 27th 406,000 765,000 71,000
09/15/94 Huntsville / Old Monrovia Road 613,000 1,157,000 135,000
09/27/94 West Haven / Bull Hill Lane 455,000 873,000 5,220,000
09/30/94 San Francisco / Marin St. 1,227,000 2,339,000 1,167,000
09/30/94 Baltimore / Hillen Street 580,000 1,095,000 107,000
09/30/94 San Francisco /10th & Howard 1,423,000 2,668,000 140,000
09/30/94 Montebello / E. Whittier 383,000 732,000 80,000
09/30/94 Arlington / Collins 228,000 435,000 203,000
09/30/94 Miami / S. W. 119th Ave 656,000 1,221,000 37,000
09/30/94 Blackwood / Erial Road 774,000 1,437,000 53,000
09/30/94 Concord / Monument 1,092,000 2,027,000 236,000
09/30/94 Rochester / Lee Road 469,000 871,000 115,000
09/30/94 Houston / Bellaire 623,000 1,157,000 95,000
09/30/94 Austin / Lamar Blvd 781,000 1,452,000 98,000
09/30/94 Milwaukee / Lovers Lane Rd 469,000 871,000 92,000
09/30/94 Monterey / Del Rey Oaks 1,093,000 1,897,000 74,000
09/30/94 St. Petersburg / 66Th St. 427,000 793,000 96,000
09/30/94 Dayton Beach / N. Nova Road 396,000 735,000 87,000
09/30/94 Maple Shade / Route 38 994,000 1,846,000 80,000
09/30/94 Marlton / Route 73 N. 938,000 1,742,000 59,000
09/30/94 Naperville / E. Ogden Ave 683,000 1,268,000 61,000
09/30/94 Long Beach / South Street 1,778,000 3,307,000 165,000
09/30/94 Aloha / S. W. Shaw 805,000 1,495,000 100,000
09/30/94 Alexandria / S. Pickett 1,550,000 2,879,000 129,000
09/30/94 Houston / Highway 6 North 1,120,000 2,083,000 153,000
09/30/94 San Antonio/Nacogdoches Rd 571,000 1,060,000 85,000
09/30/94 San Ramon/San Ramon Valley 1,530,000 2,840,000 272,000
09/30/94 San Rafael / Merrydale Rd 1,705,000 3,165,000 161,000
09/30/94 San Antonio / Austin Hwy 592,000 1,098,000 114,000
09/30/94 Sharonville / E. Kemper 574,000 1,070,000 82,000
10/07/94 Alcoa / Airport Plaza Drive 543,000 1,017,000 104,000
10/13/94 Davie / State Road 84 744,000 1,467,000 831,000
10/13/94 Carrollton / Marsh Lane 770,000 1,437,000 1,364,000
10/31/94 Sherman Oaks / Van Nuys Blvd 1,278,000 2,461,000 883,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description E Land Buildings Total Depreciation
- ------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
07/20/94 Milpitas / Dempsey Road 1,080,000 2,671,000 3,751,000 650,000
08/17/94 New Orleans/I-10 672,000 1,691,000 2,363,000 394,000
08/17/94 Beaverton / S. W. Denny Road 568,000 1,420,000 1,988,000 318,000
08/17/94 Irwindale / Central Ave. 578,000 1,414,000 1,992,000 322,000
08/17/94 Suitland / St. Barnabas Rd 1,312,000 3,264,000 4,576,000 772,000
08/17/94 North Brunswick / How Lane 1,062,000 2,554,000 3,616,000 565,000
08/17/94 Lombard / 64th 726,000 1,791,000 2,517,000 407,000
08/17/94 Alsip / 27th 348,000 894,000 1,242,000 218,000
09/15/94 Huntsville / Old Monrovia Road 525,000 1,380,000 1,905,000 337,000
09/27/94 West Haven / Bull Hill Lane 1,964,000 4,584,000 6,548,000 268,000
09/30/94 San Francisco / Marin St. 1,371,000 3,362,000 4,733,000 750,000
09/30/94 Baltimore / Hillen Street 497,000 1,285,000 1,782,000 289,000
09/30/94 San Francisco /10th & Howard 1,221,000 3,010,000 4,231,000 653,000
09/30/94 Montebello / E. Whittier 329,000 866,000 1,195,000 206,000
09/30/94 Arlington / Collins 195,000 671,000 866,000 198,000
09/30/94 Miami / S. W. 119th Ave 563,000 1,351,000 1,914,000 294,000
09/30/94 Blackwood / Erial Road 663,000 1,601,000 2,264,000 351,000
09/30/94 Concord / Monument 936,000 2,419,000 3,355,000 544,000
09/30/94 Rochester / Lee Road 402,000 1,053,000 1,455,000 238,000
09/30/94 Houston / Bellaire 534,000 1,341,000 1,875,000 300,000
09/30/94 Austin / Lamar Blvd 669,000 1,662,000 2,331,000 371,000
09/30/94 Milwaukee / Lovers Lane Rd 402,000 1,030,000 1,432,000 239,000
09/30/94 Monterey / Del Rey Oaks 903,000 2,161,000 3,064,000 516,000
09/30/94 St. Petersburg / 66Th St. 366,000 950,000 1,316,000 227,000
09/30/94 Dayton Beach / N. Nova Road 339,000 879,000 1,218,000 205,000
09/30/94 Maple Shade / Route 38 852,000 2,068,000 2,920,000 459,000
09/30/94 Marlton / Route 73 N. 804,000 1,935,000 2,739,000 427,000
09/30/94 Naperville / E. Ogden Ave 585,000 1,427,000 2,012,000 324,000
09/30/94 Long Beach / South Street 1,524,000 3,726,000 5,250,000 833,000
09/30/94 Aloha / S. W. Shaw 690,000 1,710,000 2,400,000 380,000
09/30/94 Alexandria / S. Pickett 1,329,000 3,229,000 4,558,000 693,000
09/30/94 Houston / Highway 6 North 960,000 2,396,000 3,356,000 553,000
09/30/94 San Antonio/Nacogdoches Rd 489,000 1,227,000 1,716,000 278,000
09/30/94 San Ramon/San Ramon Valley 1,311,000 3,331,000 4,642,000 777,000
09/30/94 San Rafael / Merrydale Rd 1,461,000 3,570,000 5,031,000 772,000
09/30/94 San Antonio / Austin Hwy 507,000 1,297,000 1,804,000 305,000
09/30/94 Sharonville / E. Kemper 492,000 1,234,000 1,726,000 282,000
10/07/94 Alcoa / Airport Plaza Drive 465,000 1,199,000 1,664,000 316,000
10/13/94 Davie / State Road 84 638,000 2,404,000 3,042,000 515,000
10/13/94 Carrollton / Marsh Lane 1,022,000 2,549,000 3,571,000 530,000
10/31/94 Sherman Oaks / Van Nuys Blvd 1,423,000 3,199,000 4,622,000 736,000
</TABLE>
F-40
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/19/94 Salt Lake City/West North Temple 490,000 917,000 96,000
12/27/94 Knoxville / Chapman Highway 753,000 1,411,000 238,000
12/28/94 Milpitas / Watson 1,575,000 2,925,000 121,000
12/28/94 Las Vegas / Jones Blvd 1,208,000 2,243,000 101,000
12/28/94 Venice / Guthrie 578,000 1,073,000 73,000
12/30/94 Apple Valley / Foliage Ave 910,000 1,695,000 124,000
01/04/95 Chula Vista / Main Street 735,000 1,802,000 115,000
01/05/95 Pantego / West Park 315,000 735,000 123,000
01/12/95 Roswell / Alpharetta 423,000 993,000 131,000
01/23/95 North Bergen / Tonne 1,564,000 3,772,000 178,000
01/23/95 San Leandro / Hesperian 734,000 1,726,000 74,000
01/24/95 Nashville / Elm Hill 338,000 791,000 261,000
02/03/95 Reno / S. Mccarron Blvd 1,080,000 2,537,000 127,000
02/15/95 Schiller Park 1,688,000 3,939,000 145,000
02/15/95 Lansing 1,514,000 3,534,000 84,000
02/15/95 Pleasanton 1,257,000 2,932,000 28,000
02/15/95 LA/Sepulveda 1,453,000 3,390,000 81,000
02/28/95 Decatur / Flat Shoal 970,000 2,288,000 266,000
02/28/95 Smyrna / S. Cobb 663,000 1,559,000 136,000
02/28/95 Downey / Bellflower 916,000 2,158,000 63,000
02/28/95 Vallejo / Lincoln 445,000 1,052,000 104,000
02/28/95 Lynnwood / 180th St 516,000 1,205,000 131,000
02/28/95 Kent / Pacific Hwy 728,000 1,711,000 93,000
02/28/95 Kirkland 1,254,000 2,932,000 130,000
02/28/95 Federal Way/Pacific 785,000 1,832,000 203,000
02/28/95 Tampa / S. Dale 791,000 1,852,000 164,000
02/28/95 Burlingame/Adrian Rd 2,280,000 5,349,000 181,000
02/28/95 Miami / Cloverleaf 606,000 1,426,000 102,000
02/28/95 Pinole / San Pablo 639,000 1,502,000 173,000
02/28/95 South Gate / Firestone 1,442,000 3,449,000 221,000
02/28/95 San Jose / Mabury 892,000 2,088,000 50,000
02/28/95 La Puente / Valley Blvd 591,000 1,390,000 166,000
02/28/95 San Jose / Capitol E 1,215,000 2,852,000 83,000
02/28/95 Milwaukie / 40th Street 576,000 1,388,000 65,000
02/28/95 Portland / N. Lombard 812,000 1,900,000 119,000
02/28/95 Miami / Biscayne 1,313,000 3,076,000 78,000
02/28/95 Chicago / Clark Street 442,000 1,031,000 137,000
02/28/95 Palatine / Dundee 698,000 1,643,000 104,000
02/28/95 Williamsville/Transit 284,000 670,000 94,000
02/28/95 Amherst / Sheridan 484,000 1,151,000 89,000
03/02/95 Everett / Highway 99 859,000 2,022,000 188,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/19/94 Salt Lake City/West North Temple 420,000 1,083,000 1,503,000 257,000
12/27/94 Knoxville / Chapman Highway 645,000 1,757,000 2,402,000 417,000
12/28/94 Milpitas / Watson 1,350,000 3,271,000 4,621,000 696,000
12/28/94 Las Vegas / Jones Blvd 1,035,000 2,517,000 3,552,000 526,000
12/28/94 Venice / Guthrie 495,000 1,229,000 1,724,000 256,000
12/30/94 Apple Valley / Foliage Ave 780,000 1,949,000 2,729,000 440,000
01/04/95 Chula Vista / Main Street 735,000 1,917,000 2,652,000 483,000
01/05/95 Pantego / West Park 315,000 858,000 1,173,000 210,000
01/12/95 Roswell / Alpharetta 423,000 1,124,000 1,547,000 257,000
01/23/95 North Bergen / Tonne 1,564,000 3,950,000 5,514,000 745,000
01/23/95 San Leandro / Hesperian 734,000 1,800,000 2,534,000 360,000
01/24/95 Nashville / Elm Hill 338,000 1,052,000 1,390,000 311,000
02/03/95 Reno / S. Mccarron Blvd 1,080,000 2,664,000 3,744,000 549,000
02/15/95 Schiller Park 1,688,000 4,084,000 5,772,000 642,000
02/15/95 Lansing 1,514,000 3,618,000 5,132,000 545,000
02/15/95 Pleasanton 1,257,000 2,960,000 4,217,000 450,000
02/15/95 LA/Sepulveda 1,453,000 3,471,000 4,924,000 520,000
02/28/95 Decatur / Flat Shoal 970,000 2,554,000 3,524,000 562,000
02/28/95 Smyrna / S. Cobb 663,000 1,695,000 2,358,000 365,000
02/28/95 Downey / Bellflower 916,000 2,221,000 3,137,000 450,000
02/28/95 Vallejo / Lincoln 445,000 1,156,000 1,601,000 256,000
02/28/95 Lynnwood / 180th St 516,000 1,336,000 1,852,000 308,000
02/28/95 Kent / Pacific Hwy 728,000 1,804,000 2,532,000 374,000
02/28/95 Kirkland 1,254,000 3,062,000 4,316,000 604,000
02/28/95 Federal Way/Pacific 785,000 2,035,000 2,820,000 465,000
02/28/95 Tampa / S. Dale 791,000 2,016,000 2,807,000 429,000
02/28/95 Burlingame/Adrian Rd 2,280,000 5,530,000 7,810,000 1,087,000
02/28/95 Miami / Cloverleaf 606,000 1,528,000 2,134,000 324,000
02/28/95 Pinole / San Pablo 639,000 1,675,000 2,314,000 364,000
02/28/95 South Gate / Firestone 1,442,000 3,670,000 5,112,000 810,000
02/28/95 San Jose / Mabury 892,000 2,138,000 3,030,000 420,000
02/28/95 La Puente / Valley Blvd 591,000 1,556,000 2,147,000 352,000
02/28/95 San Jose / Capitol E 1,215,000 2,935,000 4,150,000 595,000
02/28/95 Milwaukie / 40th Street 579,000 1,450,000 2,029,000 297,000
02/28/95 Portland / N. Lombard 812,000 2,019,000 2,831,000 394,000
02/28/95 Miami / Biscayne 1,313,000 3,154,000 4,467,000 634,000
02/28/95 Chicago / Clark Street 442,000 1,168,000 1,610,000 255,000
02/28/95 Palatine / Dundee 698,000 1,747,000 2,445,000 366,000
02/28/95 Williamsville/Transit 284,000 764,000 1,048,000 165,000
02/28/95 Amherst / Sheridan 484,000 1,240,000 1,724,000 270,000
03/02/95 Everett / Highway 99 859,000 2,210,000 3,069,000 497,000
</TABLE>
F-41
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/02/95 Burien / 1St Ave South 763,000 1,783,000 214,000
03/02/95 Kent / South 238th Street 763,000 1,783,000 208,000
03/31/95 Cheverly / Central Ave 911,000 2,164,000 98,000
05/01/95 Sandy / S. State Street 1,043,000 2,442,000 194,000
05/03/95 Largo / Ulmerton Road 263,000 654,000 101,000
05/08/95 Fairfield/Western Street 439,000 1,030,000 51,000
05/08/95 Dallas / W. Mockingbird 1,440,000 3,371,000 90,000
05/08/95 East Point / Lakewood 884,000 2,071,000 209,000
05/25/95 Falls Church 350,000 835,000 183,000
06/12/95 Baltimore / Old Waterloo 769,000 1,850,000 70,000
06/12/95 Pleasant Hill / Hookston 766,000 1,848,000 54,000
06/12/95 Mountain View/Old Middlefield 2,095,000 4,913,000 57,000
06/30/95 San Jose / Blossom Hill 1,467,000 3,444,000 106,000
06/30/95 Fairfield / Kings Highway 1,811,000 4,273,000 155,000
06/30/95 Pacoima / Paxton Street 1,293,000 840,000 1,976,000 66,000
06/30/95 Portland / Prescott 647,000 1,509,000 125,000
06/30/95 St. Petersburg 352,000 827,000 124,000
06/30/95 Dallas / Audelia Road 1,166,000 2,725,000 662,000
06/30/95 Miami Gardens 823,000 1,929,000 87,000
06/30/95 Grand Prairie / 19th 566,000 1,329,000 98,000
06/30/95 Joliet / Jefferson Street 501,000 1,181,000 95,000
06/30/95 Bridgeton / Pennridge 283,000 661,000 107,000
06/30/95 Portland / S.E.92nd 638,000 1,497,000 121,000
06/30/95 Houston / S. W. Freeway 537,000 1,254,000 100,000
06/30/95 Milwaukee / Brown 358,000 849,000 85,000
06/30/95 Orlando / W. Oak Ridge 698,000 1,642,000 138,000
06/30/95 Lauderhill / State Road 644,000 1,508,000 94,000
06/30/95 Orange Park /Blanding Blvd 394,000 918,000 123,000
06/30/95 St. Petersburg /Joe's Creek 704,000 1,642,000 102,000
06/30/95 St. Louis / Page Service Drive 531,000 1,241,000 103,000
06/30/95 Independence /E. 42nd 438,000 1,023,000 121,000
06/30/95 Cherry Hill / Dobbs Lane 716,000 1,676,000 41,000
06/30/95 Edgewater Park / Route 130 683,000 1,593,000 56,000
06/30/95 Beaverton / S. W. 110 572,000 1,342,000 85,000
06/30/95 Markham / W. 159Th Place 230,000 539,000 84,000
06/30/95 Houston / N. W. Freeway 447,000 1,066,000 95,000
06/30/95 Portland / Gantenbein 537,000 1,262,000 87,000
06/30/95 Upper Chichester/Market St. 569,000 1,329,000 77,000
06/30/95 Fort Worth / Hwy 80 379,000 891,000 80,000
06/30/95 Greenfield/ S. 108th 728,000 1,707,000 114,000
06/30/95 Altamonte Springs 566,000 1,326,000 76,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/02/95 Burien / 1St Ave South 763,000 1,997,000 2,760,000 488,000
03/02/95 Kent / South 238th Street 763,000 1,991,000 2,754,000 462,000
03/31/95 Cheverly / Central Ave 911,000 2,262,000 3,173,000 436,000
05/01/95 Sandy / S. State Street 1,043,000 2,636,000 3,679,000 565,000
05/03/95 Largo / Ulmerton Road 263,000 755,000 1,018,000 202,000
05/08/95 Fairfield/Western Street 439,000 1,081,000 1,520,000 216,000
05/08/95 Dallas / W. Mockingbird 1,440,000 3,461,000 4,901,000 660,000
05/08/95 East Point / Lakewood 884,000 2,280,000 3,164,000 466,000
05/25/95 Falls Church 350,000 1,018,000 1,368,000 245,000
06/12/95 Baltimore / Old Waterloo 769,000 1,920,000 2,689,000 362,000
06/12/95 Pleasant Hill / Hookston 766,000 1,902,000 2,668,000 377,000
06/12/95 Mountain View/Old Middlefield 2,095,000 4,970,000 7,065,000 922,000
06/30/95 San Jose / Blossom Hill 1,467,000 3,550,000 5,017,000 659,000
06/30/95 Fairfield / Kings Highway 1,811,000 4,428,000 6,239,000 851,000
06/30/95 Pacoima / Paxton Street 840,000 2,042,000 2,882,000 387,000
06/30/95 Portland / Prescott 647,000 1,634,000 2,281,000 313,000
06/30/95 St. Petersburg 352,000 951,000 1,303,000 196,000
06/30/95 Dallas / Audelia Road 1,166,000 3,387,000 4,553,000 671,000
06/30/95 Miami Gardens 823,000 2,016,000 2,839,000 386,000
06/30/95 Grand Prairie / 19th 566,000 1,427,000 1,993,000 282,000
06/30/95 Joliet / Jefferson Street 501,000 1,276,000 1,777,000 262,000
06/30/95 Bridgeton / Pennridge 283,000 768,000 1,051,000 157,000
06/30/95 Portland / S.E.92nd 638,000 1,618,000 2,256,000 314,000
06/30/95 Houston / S. W. Freeway 537,000 1,354,000 1,891,000 260,000
06/30/95 Milwaukee / Brown 358,000 934,000 1,292,000 199,000
06/30/95 Orlando / W. Oak Ridge 698,000 1,780,000 2,478,000 355,000
06/30/95 Lauderhill / State Road 644,000 1,602,000 2,246,000 308,000
06/30/95 Orange Park /Blanding Blvd 394,000 1,041,000 1,435,000 203,000
06/30/95 St. Petersburg /Joe's Creek 704,000 1,744,000 2,448,000 334,000
06/30/95 St. Louis / Page Service Drive 531,000 1,344,000 1,875,000 262,000
06/30/95 Independence /E. 42nd 438,000 1,144,000 1,582,000 234,000
06/30/95 Cherry Hill / Dobbs Lane 716,000 1,717,000 2,433,000 314,000
06/30/95 Edgewater Park / Route 130 683,000 1,649,000 2,332,000 303,000
06/30/95 Beaverton / S. W. 110 572,000 1,427,000 1,999,000 266,000
06/30/95 Markham / W. 159Th Place 230,000 623,000 853,000 132,000
06/30/95 Houston / N. W. Freeway 447,000 1,161,000 1,608,000 252,000
06/30/95 Portland / Gantenbein 537,000 1,349,000 1,886,000 253,000
06/30/95 Upper Chichester/Market St. 569,000 1,406,000 1,975,000 262,000
06/30/95 Fort Worth / Hwy 80 379,000 971,000 1,350,000 197,000
06/30/95 Greenfield/ S. 108th 728,000 1,821,000 2,549,000 354,000
06/30/95 Altamonte Springs 566,000 1,402,000 1,968,000 263,000
</TABLE>
F-42
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
06/30/95 East Hazel Crest / Halstead 483,000 1,127,000 128,000
06/30/95 Seattle / Delridge Way 760,000 1,779,000 120,000
06/30/95 Elmhurst / Lake Frontage Rd 748,000 1,758,000 78,000
06/30/95 Los Angeles / Beverly Blvd 787,000 1,886,000 202,000
06/30/95 Lawrenceville / Brunswick 841,000 1,961,000 70,000
06/30/95 Richmond / Carlson 865,000 2,025,000 138,000
06/30/95 Liverpool / Oswego Road 545,000 1,279,000 112,000
06/30/95 Rochester / East Ave 578,000 1,375,000 77,000
06/30/95 Pasadena / E. Beltway 757,000 1,767,000 91,000
07/13/95 Tarzana / Burbank Blvd 2,895,000 6,823,000 326,000
07/31/95 Orlando / Lakehurst 1,017,000 450,000 1,063,000 98,000
07/31/95 Livermore / Portola 1,365,000 921,000 2,157,000 120,000
07/31/95 San Jose / Tully 1,687,000 912,000 2,137,000 152,000
07/31/95 Mission Bay 4,488,000 1,617,000 3,785,000 329,000
07/31/95 Las Vegas / Decatur 1,147,000 2,697,000 125,000
07/31/95 Pleasanton / Stanley 1,624,000 3,811,000 79,000
07/31/95 Castro Valley / Grove 757,000 1,772,000 48,000
07/31/95 Honolulu / Kaneohe 1,215,000 2,846,000 1,926,000
07/31/95 Chicago / Wabash Ave 645,000 1,535,000 493,000
07/31/95 Springfield / Parker 765,000 1,834,000 82,000
07/31/95 Huntington Beach/Gotham 765,000 1,808,000 126,000
07/31/95 Tucker / Lawrenceville 630,000 1,480,000 138,000
07/31/95 Marietta / Canton Road 600,000 1,423,000 129,000
07/31/95 Wheeling / Hintz 450,000 1,054,000 74,000
08/01/95 Gresham / Division 607,000 1,428,000 58,000
08/01/95 Tucker / Lawrenceville 600,000 1,405,000 169,000
08/01/95 Decatur / Covington 720,000 1,694,000 129,000
08/11/95 Studio City/Ventura 1,285,000 3,015,000 63,000
08/12/95 Smyrna / Hargrove Road 1,020,000 3,038,000 277,000
09/01/95 Hayward / Mission Blvd 1,020,000 2,383,000 80,000
09/01/95 Park City / Belvidier 600,000 1,405,000 49,000
09/01/95 New Castle/Dupont Parkway 990,000 2,369,000 78,000
09/01/95 Las Vegas / Rainbow 1,050,000 2,459,000 67,000
09/01/95 Mountain View 945,000 2,216,000 66,000
09/01/95 Venice / Cadillac 930,000 2,182,000 132,000
09/01/95 Simi Valley /Los Angeles 1,590,000 3,724,000 126,000
09/01/95 Spring Valley/Foreman 1,095,000 2,572,000 89,000
09/06/95 Darien / Frontage Road 975,000 2,321,000 67,000
09/30/95 Van Nuys/Balboa Blvd 1,920,000 4,504,000 265,000
10/31/95 San Lorenzo /Hesperian 1,590,000 3,716,000 152,000
10/31/95 Chicago / W. 47th Street 300,000 708,000 93,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
06/30/95 East Hazel Crest / Halstead 483,000 1,255,000 1,738,000 240,000
06/30/95 Seattle / Delridge Way 760,000 1,899,000 2,659,000 363,000
06/30/95 Elmhurst / Lake Frontage Rd 748,000 1,836,000 2,584,000 352,000
06/30/95 Los Angeles / Beverly Blvd 787,000 2,088,000 2,875,000 453,000
06/30/95 Lawrenceville / Brunswick 841,000 2,031,000 2,872,000 378,000
06/30/95 Richmond / Carlson 865,000 2,163,000 3,028,000 414,000
06/30/95 Liverpool / Oswego Road 545,000 1,391,000 1,936,000 262,000
06/30/95 Rochester / East Ave 578,000 1,452,000 2,030,000 288,000
06/30/95 Pasadena / E. Beltway 757,000 1,858,000 2,615,000 344,000
07/13/95 Tarzana / Burbank Blvd 2,895,000 7,149,000 10,044,000 1,410,000
07/31/95 Orlando / Lakehurst 450,000 1,161,000 1,611,000 215,000
07/31/95 Livermore / Portola 921,000 2,277,000 3,198,000 432,000
07/31/95 San Jose / Tully 912,000 2,289,000 3,201,000 429,000
07/31/95 Mission Bay 1,617,000 4,114,000 5,731,000 843,000
07/31/95 Las Vegas / Decatur 1,147,000 2,822,000 3,969,000 530,000
07/31/95 Pleasanton / Stanley 1,624,000 3,890,000 5,514,000 713,000
07/31/95 Castro Valley / Grove 757,000 1,820,000 2,577,000 334,000
07/31/95 Honolulu / Kaneohe 2,133,000 3,854,000 5,987,000 571,000
07/31/95 Chicago / Wabash Ave 645,000 2,028,000 2,673,000 407,000
07/31/95 Springfield / Parker 765,000 1,916,000 2,681,000 367,000
07/31/95 Huntington Beach/Gotham 765,000 1,934,000 2,699,000 377,000
07/31/95 Tucker / Lawrenceville 630,000 1,618,000 2,248,000 323,000
07/31/95 Marietta / Canton Road 600,000 1,552,000 2,152,000 306,000
07/31/95 Wheeling / Hintz 450,000 1,128,000 1,578,000 221,000
08/01/95 Gresham / Division 607,000 1,486,000 2,093,000 280,000
08/01/95 Tucker / Lawrenceville 600,000 1,574,000 2,174,000 306,000
08/01/95 Decatur / Covington 720,000 1,823,000 2,543,000 359,000
08/11/95 Studio City/Ventura 1,285,000 3,078,000 4,363,000 569,000
08/12/95 Smyrna / Hargrove Road 1,020,000 3,315,000 4,335,000 571,000
09/01/95 Hayward / Mission Blvd 1,020,000 2,463,000 3,483,000 440,000
09/01/95 Park City / Belvidier 600,000 1,454,000 2,054,000 265,000
09/01/95 New Castle/Dupont Parkway 990,000 2,447,000 3,437,000 437,000
09/01/95 Las Vegas / Rainbow 1,050,000 2,526,000 3,576,000 461,000
09/01/95 Mountain View 945,000 2,282,000 3,227,000 412,000
09/01/95 Venice / Cadillac 930,000 2,314,000 3,244,000 441,000
09/01/95 Simi Valley /Los Angeles 1,590,000 3,850,000 5,440,000 702,000
09/01/95 Spring Valley/Foreman 1,095,000 2,661,000 3,756,000 472,000
09/06/95 Darien / Frontage Road 975,000 2,388,000 3,363,000 459,000
09/30/95 Van Nuys/Balboa Blvd 1,920,000 4,769,000 6,689,000 633,000
10/31/95 San Lorenzo /Hesperian 1,590,000 3,868,000 5,458,000 446,000
10/31/95 Chicago / W. 47th Street 300,000 801,000 1,101,000 114,000
</TABLE>
F-43
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/31/95 Los Angeles / Eastern 455,000 1,070,000 96,000
11/15/95 Costa Mesa - B 522,000 1,218,000 45,000
11/15/95 Plano / E. 14th 705,000 1,646,000 43,000
11/15/95 Citrus Heights/Sunrise 520,000 1,213,000 99,000
11/15/95 Modesto/Briggsmore Ave 470,000 1,097,000 74,000
11/15/95 So San Francisco/Spruce 1,905,000 4,444,000 213,000
11/15/95 Pacheco/Buchanan Circle 1,681,000 3,951,000 86,000
11/16/95 Palm Beach Gardens 657,000 1,540,000 86,000
11/16/95 Delray Beach 600,000 1,407,000 121,000
01/03/96 San Gabriel 1,005,000 2,345,000 182,000
01/05/96 San Francisco, Second St. 2,880,000 6,814,000 84,000
01/12/96 San Antonio, TX 912,000 2,170,000 52,000
02/29/96 Naples, FL/Old US 41 849,000 2,016,000 82,000
02/29/96 Lake Worth, FL/S. Military Tr. 1,782,000 4,723,000 104,000
02/29/96 Brandon, FL/W Brandon Blvd. 1,928,000 4,523,000 807,000
02/29/96 Coral Springs FL/W Sample Rd. 3,480,000 8,148,000 106,000
02/29/96 Delray Beach FL/S Military 941,000 2,222,000 141,000
02/29/96 Jupiter FL/Military Trail 2,280,000 5,347,000 72,000
02/29/96 Lakeworth FL/Lake Worth Rd 737,000 1,742,000 111,000
02/29/96 New Port Richey FL/State rd 54 857,000 2,025,000 93,000
02/29/96 Pompano Beach FL/ W Copans 1,601,000 3,756,000 142,000
02/29/96 Sanford FL/S Orlando Dr 734,000 1,749,000 1,813,000
03/08/96 Atlanta/Roswell 898,000 3,649,000 47,000
03/31/96 Oakland, CA 1,065,000 2,764,000 158,000
03/31/96 Saratoga, CA 2,339,000 6,081,000 87,000
03/31/96 Randallstown, MD 1,359,000 3,527,000 96,000
03/31/96 Plano, TX 650,000 1,682,000 81,000
03/31/96 Houston, TX 543,000 1,402,000 74,000
03/31/96 Irvine, CA 1,920,000 4,975,000 322,000
03/31/96 Milwaukee, WI 542,000 1,402,000 72,000
03/31/96 Carrollton, TX 578,000 1,495,000 58,000
03/31/96 Torrance, CA 1,415,000 3,675,000 80,000
03/31/96 Jacksonville, FL 713,000 1,845,000 89,000
03/31/96 Dallas, TX 315,000 810,000 68,000
03/31/96 Houston, TX 669,000 1,724,000 235,000
03/31/96 Baltimore, MD 842,000 2,180,000 64,000
03/31/96 New Haven, CT 740,000 1,907,000 98,000
04/01/96 Chicago/Pulaski 764,000 1,869,000 109,000
04/01/96 Las Vegas/Desert Inn 1,115,000 2,729,000 87,000
04/01/96 Torrance/Crenshaw 916,000 2,243,000 55,000
04/01/96 Weymouth, WA state 485,000 1,187,000 67,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
10/31/95 Los Angeles / Eastern 455,000 1,166,000 1,621,000 158,000
11/15/95 Costa Mesa - B 522,000 1,263,000 1,785,000 204,000
11/15/95 Plano / E. 14th 705,000 1,689,000 2,394,000 265,000
11/15/95 Citrus Heights/Sunrise 520,000 1,312,000 1,832,000 226,000
11/15/95 Modesto/Briggsmore Ave 470,000 1,171,000 1,641,000 197,000
11/15/95 So San Francisco/Spruce 1,905,000 4,657,000 6,562,000 725,000
11/15/95 Pacheco/Buchanan Circle 1,681,000 4,037,000 5,718,000 640,000
11/16/95 Palm Beach Gardens 657,000 1,626,000 2,283,000 307,000
11/16/95 Delray Beach 600,000 1,528,000 2,128,000 292,000
01/03/96 San Gabriel 1,005,000 2,527,000 3,532,000 455,000
01/05/96 San Francisco, Second St. 2,880,000 6,898,000 9,778,000 1,101,000
01/12/96 San Antonio, TX 912,000 2,222,000 3,134,000 370,000
02/29/96 Naples, FL/Old US 41 849,000 2,098,000 2,947,000 331,000
02/29/96 Lake Worth, FL/S. Military Tr. 1,782,000 4,827,000 6,609,000 754,000
02/29/96 Brandon, FL/W Brandon Blvd. 1,928,000 5,330,000 7,258,000 1,023,000
02/29/96 Coral Springs FL/W Sample Rd. 3,480,000 8,254,000 11,734,000 1,275,000
02/29/96 Delray Beach FL/S Military 941,000 2,363,000 3,304,000 407,000
02/29/96 Jupiter FL/Military Trail 2,280,000 5,419,000 7,699,000 826,000
02/29/96 Lakeworth FL/Lake Worth Rd 737,000 1,853,000 2,590,000 317,000
02/29/96 New Port Richey FL/State rd 54 857,000 2,118,000 2,975,000 351,000
02/29/96 Pompano Beach FL/ W Copans 1,601,000 3,898,000 5,499,000 626,000
02/29/96 Sanford FL/S Orlando Dr 975,000 3,321,000 4,296,000 486,000
03/08/96 Atlanta/Roswell 898,000 3,696,000 4,594,000 569,000
03/31/96 Oakland, CA 1,065,000 2,922,000 3,987,000 459,000
03/31/96 Saratoga, CA 2,339,000 6,168,000 8,507,000 919,000
03/31/96 Randallstown, MD 1,359,000 3,623,000 4,982,000 560,000
03/31/96 Plano, TX 650,000 1,763,000 2,413,000 283,000
03/31/96 Houston, TX 543,000 1,476,000 2,019,000 231,000
03/31/96 Irvine, CA 1,920,000 5,297,000 7,217,000 819,000
03/31/96 Milwaukee, WI 542,000 1,474,000 2,016,000 230,000
03/31/96 Carrollton, TX 578,000 1,553,000 2,131,000 243,000
03/31/96 Torrance, CA 1,415,000 3,755,000 5,170,000 582,000
03/31/96 Jacksonville, FL 713,000 1,934,000 2,647,000 305,000
03/31/96 Dallas, TX 315,000 878,000 1,193,000 146,000
03/31/96 Houston, TX 669,000 1,959,000 2,628,000 343,000
03/31/96 Baltimore, MD 842,000 2,244,000 3,086,000 344,000
03/31/96 New Haven, CT 740,000 2,005,000 2,745,000 308,000
04/01/96 Chicago/Pulaski 764,000 1,978,000 2,742,000 235,000
04/01/96 Las Vegas/Desert Inn 1,115,000 2,816,000 3,931,000 368,000
04/01/96 Torrance/Crenshaw 916,000 2,298,000 3,214,000 270,000
04/01/96 Weymouth, WA state 485,000 1,254,000 1,739,000 92,000
</TABLE>
F-44
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
04/01/96 St. Louis/Barrett Station Road 630,000 1,542,000 59,000
04/01/96 Rockville/Randolph 1,153,000 2,823,000 70,000
04/01/96 Simi Valley/East Street 970,000 2,374,000 35,000
04/01/96 Houston/Westheimer 1,390,000 3,402,000 818,000
04/03/96 Naples, FL 1,187,000 2,809,000 155,000
06/26/96 Boca Raton FL 3,180,000 7,468,000 533,000
06/28/96 Venice FL 669,000 1,575,000 107,000
06/30/96 Las Vegas, NV 921,000 2,155,000 100,000
06/30/96 Bedford Park, IL 606,000 1,419,000 104,000
06/30/96 Los Angeles, CA 692,000 1,616,000 72,000
06/30/96 Silver Spring, MD 1,513,000 3,535,000 120,000
06/30/96 Newark, CA 1,051,000 2,458,000 43,000
06/30/96 Brooklyn, NY 783,000 1,830,000 222,000
07/02/96 Glen Burnie/Furnace Br Rd 1,755,000 4,150,000 64,000
07/22/96 Lakewood/W Hampton 717,000 2,092,000 48,000
08/13/96 Norcross/Holcomb Bridge Rd 955,000 3,117,000 44,000
09/05/96 Spring Valley/S Pascack Rd 1,260,000 2,966,000 151,000
09/16/96 Dallas/Royal Lane 1,008,000 2,426,000 91,000
09/16/96 Colorado Springs/Tomah Drive 731,000 1,759,000 61,000
09/16/96 Lewisville/S. Stemmons 603,000 1,451,000 78,000
09/16/96 Las Vegas/Boulder Hwy. 947,000 2,279,000 71,000
09/16/96 Sarasota/S. Tamiami Trail 584,000 1,407,000 70,000
09/16/96 Willow Grove/Maryland Road 673,000 1,620,000 46,000
09/16/96 Houston/W. Montgomery Rd. 524,000 1,261,000 89,000
09/16/96 Denver/W. Hampden 1,084,000 2,609,000 57,000
09/16/96 Littleton/Southpark Way 922,000 2,221,000 76,000
09/16/96 Petaluma/Baywood Drive 861,000 2,074,000 68,000
09/16/96 Canoga Park/Sherman Way 1,543,000 3,716,000 74,000
09/16/96 Jacksonville/South Lane Ave. 554,000 1,334,000 111,000
09/16/96 Newport News/Warwick Blvd. 575,000 1,385,000 75,000
09/16/96 Greenbrook/Route 22 1,227,000 2,954,000 97,000
09/16/96 Monsey/Route 59 1,068,000 2,572,000 52,000
09/16/96 Santa Rosa/Santa Rosa Ave. 575,000 1,385,000 49,000
09/16/96 Fort Worth/Brentwood Stair 823,000 2,016,000 91,000
09/16/96 Glendale/San Fernando Road 2,500,000 6,124,000 51,000
09/16/96 Houston/Harwin 549,000 1,344,000 85,000
09/16/96 Irvine/Cowan Street 1,890,000 4,631,000 95,000
09/16/96 Fairfield/Dixie Highway 427,000 1,046,000 37,000
09/16/96 Mesa/Country Club Drive 701,000 1,718,000 68,000
09/16/96 San Francisco/Geary Blvd. 2,957,000 7,244,000 103,000
09/16/96 Houston/Gulf Freeway 701,000 1,718,000 91,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
04/01/96 St. Louis/Barrett Station Road 630,000 1,601,000 2,231,000 173,000
04/01/96 Rockville/Randolph 1,153,000 2,893,000 4,046,000 329,000
04/01/96 Simi Valley/East Street 970,000 2,409,000 3,379,000 287,000
04/01/96 Houston/Westheimer 1,390,000 4,220,000 5,610,000 693,000
04/03/96 Naples, FL 1,187,000 2,964,000 4,151,000 479,000
06/26/96 Boca Raton FL 3,180,000 8,001,000 11,181,000 1,157,000
06/28/96 Venice FL 669,000 1,682,000 2,351,000 270,000
06/30/96 Las Vegas, NV 921,000 2,255,000 3,176,000 346,000
06/30/96 Bedford Park, IL 606,000 1,523,000 2,129,000 246,000
06/30/96 Los Angeles, CA 692,000 1,688,000 2,380,000 247,000
06/30/96 Silver Spring, MD 1,513,000 3,655,000 5,168,000 531,000
06/30/96 Newark, CA 1,051,000 2,501,000 3,552,000 360,000
06/30/96 Brooklyn, NY 783,000 2,052,000 2,835,000 315,000
07/02/96 Glen Burnie/Furnace Br Rd 1,755,000 4,214,000 5,969,000 602,000
07/22/96 Lakewood/W Hampton 716,000 2,141,000 2,857,000 301,000
08/13/96 Norcross/Holcomb Bridge Rd 955,000 3,161,000 4,116,000 431,000
09/05/96 Spring Valley/S Pascack Rd 1,260,000 3,117,000 4,377,000 458,000
09/16/96 Dallas/Royal Lane 1,008,000 2,517,000 3,525,000 331,000
09/16/96 Colorado Springs/Tomah Drive 731,000 1,820,000 2,551,000 245,000
09/16/96 Lewisville/S. Stemmons 603,000 1,529,000 2,132,000 207,000
09/16/96 Las Vegas/Boulder Hwy. 947,000 2,350,000 3,297,000 312,000
09/16/96 Sarasota/S. Tamiami Trail 584,000 1,477,000 2,061,000 197,000
09/16/96 Willow Grove/Maryland Road 673,000 1,666,000 2,339,000 219,000
09/16/96 Houston/W. Montgomery Rd. 524,000 1,350,000 1,874,000 184,000
09/16/96 Denver/W. Hampden 1,084,000 2,666,000 3,750,000 346,000
09/16/96 Littleton/Southpark Way 922,000 2,297,000 3,219,000 293,000
09/16/96 Petaluma/Baywood Drive 861,000 2,142,000 3,003,000 276,000
09/16/96 Canoga Park/Sherman Way 1,543,000 3,790,000 5,333,000 484,000
09/16/96 Jacksonville/South Lane Ave. 554,000 1,445,000 1,999,000 208,000
09/16/96 Newport News/Warwick Blvd. 575,000 1,460,000 2,035,000 194,000
09/16/96 Greenbrook/Route 22 1,227,000 3,051,000 4,278,000 397,000
09/16/96 Monsey/Route 59 1,068,000 2,624,000 3,692,000 334,000
09/16/96 Santa Rosa/Santa Rosa Ave. 575,000 1,434,000 2,009,000 182,000
09/16/96 Fort Worth/Brentwood Stair 823,000 2,107,000 2,930,000 285,000
09/16/96 Glendale/San Fernando Road 2,500,000 6,175,000 8,675,000 779,000
09/16/96 Houston/Harwin 549,000 1,429,000 1,978,000 197,000
09/16/96 Irvine/Cowan Street 1,890,000 4,726,000 6,616,000 609,000
09/16/96 Fairfield/Dixie Highway 427,000 1,083,000 1,510,000 140,000
09/16/96 Mesa/Country Club Drive 701,000 1,786,000 2,487,000 229,000
09/16/96 San Francisco/Geary Blvd. 2,957,000 7,347,000 10,304,000 930,000
09/16/96 Houston/Gulf Freeway 701,000 1,809,000 2,510,000 245,000
</TABLE>
F-45
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
09/16/96 Las Vegas/S. Decatur Blvd. 1,037,000 2,539,000 74,000
09/16/96 Tempe/McKellips Road 823,000 1,972,000 141,000
09/16/96 Richland Hills/Airport Fwy. 473,000 1,158,000 107,000
10/11/96 Virginia Beach/Southern Blvd 282,000 610,000 171,000
10/11/96 Chesapeake/Military Hwy 912,000 1,974,000 251,000
10/11/96 Hampton/Pembroke Road 1,080,000 2,346,000 274,000
10/11/96 Norfolk/Widgeon Road 1,110,000 2,405,000 231,000
10/11/96 Richmond/Bloom Lane 1,188,000 2,512,000 211,000
10/11/96 Richmond/Midlothian Park 762,000 1,588,000 321,000
10/11/96 Roanoke/Peters Creek Road 819,000 1,776,000 150,000
10/11/96 Orlando/E Oakridge Rd 927,000 2,020,000 127,000
10/11/96 Orlando/South Hwy 17-92 1,170,000 2,549,000 131,000
10/25/96 Austin/Renelli 1,710,000 3,990,000 146,000
10/25/96 Austin/Santiago 900,000 2,100,000 114,000
10/25/96 Dallas/East N.W. Highway 698,000 1,628,000 85,000
10/25/96 Dallas/Denton Drive 900,000 2,100,000 95,000
10/25/96 Houston/Hempstead 518,000 1,207,000 154,000
10/25/96 Pasadena/So. Shaver 420,000 980,000 91,000
10/31/96 Houston/Joel Wheaton Rd 465,000 1,085,000 125,000
10/31/96 Mt Holly/541 Bypass 360,000 840,000 73,000
11/13/96 Town East/Mesquite 330,000 770,000 80,000
11/14/96 Bossier City LA 633,000 1,488,000 63,000
12/05/96 Lake Forest/Bake Parkway 971,000 2,173,000 548,000
12/16/96 Cherry Hill/Old Cuthbert 645,000 1,505,000 136,000
12/16/96 Oklahoma City/SW 74th 375,000 875,000 83,000
12/16/96 Oklahoma City/S Santa Fe 360,000 840,000 90,000
12/16/96 Oklahoma City/S. May 360,000 840,000 90,000
12/16/96 Arlington/S. Watson Rd. 930,000 2,170,000 309,000
12/16/96 Richardson/E. Arapaho 1,290,000 3,010,000 138,000
12/23/96 Upper Darby/Lansdowne 899,000 2,272,000 72,000
12/23/96 Plymouth Meeting /Chemical 1,109,000 2,802,000 61,000
12/23/96 Philadelphia/Byberry 1,019,000 2,575,000 73,000
12/23/96 Ft. Lauderdale/State Road 1,199,000 3,030,000 87,000
12/23/96 Englewood/Costilla 1,739,000 4,393,000 56,000
12/23/96 Lilburn/Beaver Ruin Road 600,000 1,515,000 57,000
12/23/96 Carmichael/Fair Oaks 809,000 2,045,000 86,000
12/23/96 Portland/Division Street 989,000 2,499,000 81,000
12/23/96 Napa/Industrial 660,000 1,666,000 81,000
12/23/96 Wheatridge/W. 44th Avenue 1,439,000 3,636,000 49,000
12/23/96 Las Vegas/Charleston 1,049,000 2,651,000 49,000
12/23/96 Las Vegas/South Arvill 929,000 2,348,000 51,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
09/16/96 Las Vegas/S. Decatur Blvd. 1,037,000 2,613,000 3,650,000 344,000
09/16/96 Tempe/McKellips Road 823,000 2,113,000 2,936,000 275,000
09/16/96 Richland Hills/Airport Fwy. 473,000 1,265,000 1,738,000 179,000
10/11/96 Virginia Beach/Southern Blvd 282,000 781,000 1,063,000 144,000
10/11/96 Chesapeake/Military Hwy 912,000 2,225,000 3,137,000 343,000
10/11/96 Hampton/Pembroke Road 1,080,000 2,620,000 3,700,000 421,000
10/11/96 Norfolk/Widgeon Road 1,110,000 2,636,000 3,746,000 405,000
10/11/96 Richmond/Bloom Lane 1,188,000 2,723,000 3,911,000 399,000
10/11/96 Richmond/Midlothian Park 762,000 1,909,000 2,671,000 350,000
10/11/96 Roanoke/Peters Creek Road 819,000 1,926,000 2,745,000 285,000
10/11/96 Orlando/E Oakridge Rd 927,000 2,147,000 3,074,000 300,000
10/11/96 Orlando/South Hwy 17-92 1,170,000 2,680,000 3,850,000 363,000
10/25/96 Austin/Renelli 1,710,000 4,136,000 5,846,000 556,000
10/25/96 Austin/Santiago 900,000 2,214,000 3,114,000 311,000
10/25/96 Dallas/East N.W. Highway 698,000 1,713,000 2,411,000 230,000
10/25/96 Dallas/Denton Drive 900,000 2,195,000 3,095,000 299,000
10/25/96 Houston/Hempstead 518,000 1,361,000 1,879,000 211,000
10/25/96 Pasadena/So. Shaver 420,000 1,071,000 1,491,000 149,000
10/31/96 Houston/Joel Wheaton Rd 465,000 1,210,000 1,675,000 164,000
10/31/96 Mt Holly/541 Bypass 360,000 913,000 1,273,000 121,000
11/13/96 Town East/Mesquite 330,000 850,000 1,180,000 116,000
11/14/96 Bossier City LA 633,000 1,551,000 2,184,000 209,000
12/05/96 Lake Forest/Bake Parkway 973,000 2,719,000 3,692,000 251,000
12/16/96 Cherry Hill/Old Cuthbert 645,000 1,641,000 2,286,000 219,000
12/16/96 Oklahoma City/SW 74th 375,000 958,000 1,333,000 130,000
12/16/96 Oklahoma City/S Santa Fe 360,000 930,000 1,290,000 128,000
12/16/96 Oklahoma City/S. May 360,000 930,000 1,290,000 130,000
12/16/96 Arlington/S. Watson Rd. 930,000 2,479,000 3,409,000 333,000
12/16/96 Richardson/E. Arapaho 1,290,000 3,148,000 4,438,000 405,000
12/23/96 Upper Darby/Lansdowne 899,000 2,344,000 3,243,000 294,000
12/23/96 Plymouth Meeting /Chemical 1,109,000 2,863,000 3,972,000 137,000
12/23/96 Philadelphia/Byberry 1,019,000 2,648,000 3,667,000 337,000
12/23/96 Ft. Lauderdale/State Road 1,199,000 3,117,000 4,316,000 391,000
12/23/96 Englewood/Costilla 1,739,000 4,449,000 6,188,000 544,000
12/23/96 Lilburn/Beaver Ruin Road 600,000 1,572,000 2,172,000 195,000
12/23/96 Carmichael/Fair Oaks 809,000 2,131,000 2,940,000 268,000
12/23/96 Portland/Division Street 989,000 2,580,000 3,569,000 321,000
12/23/96 Napa/Industrial 660,000 1,747,000 2,407,000 230,000
12/23/96 Wheatridge/W. 44th Avenue 1,439,000 3,685,000 5,124,000 451,000
12/23/96 Las Vegas/Charleston 1,049,000 2,700,000 3,749,000 337,000
12/23/96 Las Vegas/South Arvill 929,000 2,399,000 3,328,000 303,000
</TABLE>
F-46
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/23/96 Los Angeles/Santa Monica 3,328,000 8,407,000 98,000
12/23/96 Warren/Schoenherr Rd. 749,000 1,894,000 67,000
12/23/96 Portland/N.E. 71st Avenue 869,000 2,196,000 114,000
12/23/96 Seattle/Pacific Hwy. South 689,000 1,742,000 92,000
12/23/96 Broadview/S. 25th Avenue 1,289,000 3,257,000 96,000
12/23/96 Winter Springs/W. St. Rte 434 689,000 1,742,000 66,000
12/23/96 Tampa/15th Street 420,000 1,060,000 115,000
12/23/96 Pompano Beach/S. Dixie Hwy. 930,000 2,292,000 119,000
12/23/96 Overland Park/Mastin 990,000 2,440,000 47,000
12/23/96 Nashville/Dickerson Pike 990,000 2,440,000 106,000
12/23/96 Madison/Gallatin Road 780,000 1,922,000 122,000
12/23/96 Auburn/R Street 690,000 1,700,000 103,000
12/23/96 Federal Heights/W. 48th Ave. 720,000 1,774,000 31,000
12/23/96 Decatur/Covington 930,000 2,292,000 66,000
12/23/96 Forest Park/Jonesboro Rd. 540,000 1,331,000 83,000
12/23/96 Mangonia Park/Australian Ave. 840,000 2,070,000 86,000
12/23/96 Whittier/Colima 540,000 1,331,000 52,000
12/23/96 Kent/Pacific Hwy South 930,000 2,292,000 98,000
12/23/96 Topeka/8th Street 150,000 370,000 82,000
12/23/96 Denver East Evans 1,740,000 4,288,000 93,000
12/23/96 Pittsburgh/California Ave. 630,000 1,552,000 69,000
12/23/96 Ft. Lauderdale/Powerline 660,000 1,626,000 119,000
12/23/96 Philadelphia/Oxford 900,000 2,218,000 54,000
12/23/96 Dallas/Lemmon Ave. 1,710,000 4,214,000 93,000
12/23/96 Eagle Rock/Colorado 330,000 813,000 28,000
12/23/96 Alsip/115th Street 750,000 1,848,000 105,000
12/23/96 Green Acres/Jog Road 600,000 1,479,000 59,000
12/23/96 Pompano Beach/Sample Road 1,320,000 3,253,000 93,000
12/23/96 Wyndmoor/Ivy Hill 2,160,000 5,323,000 95,000
12/23/96 W. Palm Beach/Belvedere 960,000 2,366,000 101,000
12/23/96 Renton 174th St. 960,000 2,366,000 71,000
12/23/96 Sacramento/Northgate 1,021,000 2,647,000 71,000
12/23/96 Phoenix/19th Avenue 991,000 2,569,000 80,000
12/23/96 Bedford Park/Cicero 1,321,000 3,426,000 113,000
12/23/96 Lake Worth/Lake Worth 1,111,000 2,880,000 88,000
12/23/96 Arlington/Algonquin 991,000 2,569,000 129,000
12/23/96 Seattle/15th Avenue NE 781,000 2,024,000 81,000
12/23/96 Southington/Spring 811,000 2,102,000 85,000
12/23/96 Clifton/Broad Street 1,411,000 3,659,000 60,000
12/23/96 Hillside/Glenwood 563,000 4,051,000 131,000
12/30/96 Concorde/Treat 1,396,000 3,258,000 75,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/23/96 Los Angeles/Santa Monica 3,328,000 8,505,000 11,833,000 1,047,000
12/23/96 Warren/Schoenherr Rd. 749,000 1,961,000 2,710,000 250,000
12/23/96 Portland/N.E. 71st Avenue 869,000 2,310,000 3,179,000 297,000
12/23/96 Seattle/Pacific Hwy. South 689,000 1,834,000 2,523,000 235,000
12/23/96 Broadview/S. 25th Avenue 1,289,000 3,353,000 4,642,000 417,000
12/23/96 Winter Springs/W. St. Rte 434 689,000 1,808,000 2,497,000 233,000
12/23/96 Tampa/15th Street 420,000 1,175,000 1,595,000 156,000
12/23/96 Pompano Beach/S. Dixie Hwy. 930,000 2,411,000 3,341,000 325,000
12/23/96 Overland Park/Mastin 990,000 2,487,000 3,477,000 313,000
12/23/96 Nashville/Dickerson Pike 990,000 2,546,000 3,536,000 324,000
12/23/96 Madison/Gallatin Road 780,000 2,044,000 2,824,000 269,000
12/23/96 Auburn/R Street 690,000 1,803,000 2,493,000 234,000
12/23/96 Federal Heights/W. 48th Ave. 720,000 1,805,000 2,525,000 223,000
12/23/96 Decatur/Covington 930,000 2,358,000 3,288,000 294,000
12/23/96 Forest Park/Jonesboro Rd. 540,000 1,414,000 1,954,000 194,000
12/23/96 Mangonia Park/Australian Ave. 840,000 2,156,000 2,996,000 271,000
12/23/96 Whittier/Colima 540,000 1,383,000 1,923,000 179,000
12/23/96 Kent/Pacific Hwy South 930,000 2,390,000 3,320,000 305,000
12/23/96 Topeka/8th Street 150,000 452,000 602,000 68,000
12/23/96 Denver East Evans 1,740,000 4,381,000 6,121,000 547,000
12/23/96 Pittsburgh/California Ave. 630,000 1,621,000 2,251,000 213,000
12/23/96 Ft. Lauderdale/Powerline 660,000 1,745,000 2,405,000 237,000
12/23/96 Philadelphia/Oxford 900,000 2,272,000 3,172,000 287,000
12/23/96 Dallas/Lemmon Ave. 1,710,000 4,307,000 6,017,000 535,000
12/23/96 Eagle Rock/Colorado 330,000 841,000 1,171,000 107,000
12/23/96 Alsip/115th Street 750,000 1,953,000 2,703,000 266,000
12/23/96 Green Acres/Jog Road 600,000 1,538,000 2,138,000 198,000
12/23/96 Pompano Beach/Sample Road 1,320,000 3,346,000 4,666,000 422,000
12/23/96 Wyndmoor/Ivy Hill 2,160,000 5,418,000 7,578,000 663,000
12/23/96 W. Palm Beach/Belvedere 960,000 2,467,000 3,427,000 312,000
12/23/96 Renton 174th St. 960,000 2,437,000 3,397,000 309,000
12/23/96 Sacramento/Northgate 1,021,000 2,718,000 3,739,000 347,000
12/23/96 Phoenix/19th Avenue 991,000 2,649,000 3,640,000 320,000
12/23/96 Bedford Park/Cicero 1,321,000 3,539,000 4,860,000 441,000
12/23/96 Lake Worth/Lake Worth 1,111,000 2,968,000 4,079,000 370,000
12/23/96 Arlington/Algonquin 991,000 2,698,000 3,689,000 352,000
12/23/96 Seattle/15th Avenue NE 781,000 2,105,000 2,886,000 263,000
12/23/96 Southington/Spring 811,000 2,187,000 2,998,000 282,000
12/23/96 Clifton/Broad Street 1,411,000 3,719,000 5,130,000 457,000
12/23/96 Hillside/Glenwood 563,000 4,182,000 4,745,000 540,000
12/30/96 Concorde/Treat 1,396,000 3,333,000 4,729,000 413,000
</TABLE>
F-47
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/30/96 Virginia Beach 535,000 1,248,000 63,000
12/30/96 San Mateo 2,408,000 5,619,000 97,000
01/22/97 Austin, 1033 E. 41 Street 257,000 3,633,000 21,000
04/12/97 Annandale / Backlick 955,000 2,229,000 267,000
04/12/97 Ft. Worth / West Freeway 667,000 1,556,000 207,000
04/12/97 Campbell / S. Curtner 2,550,000 5,950,000 599,000
04/12/97 Aurora / S. Idalia 1,002,000 2,338,000 263,000
04/12/97 Santa Cruz / Capitola 1,037,000 2,420,000 269,000
04/12/97 Indianapolis / Lafayette Road 682,000 1,590,000 227,000
04/12/97 Indianapolis / Route 31 619,000 1,444,000 198,000
04/12/97 Farmingdale / Broad Hollow Rd. 1,568,000 3,658,000 453,000
04/12/97 Tyson's Corner / Springhill Rd. 3,861,000 9,010,000 961,000
04/12/97 Fountain Valley / Newhope 1,137,000 2,653,000 283,000
04/12/97 Dallas / Winsted 1,375,000 3,209,000 396,000
04/12/97 Columbia / Broad River Rd. 121,000 282,000 97,000
04/12/97 Livermore / S. Front Road 876,000 2,044,000 144,000
04/12/97 Garland / Plano 889,000 2,073,000 172,000
04/12/97 San Jose / Story Road 1,352,000 3,156,000 241,000
04/12/97 Aurora / Abilene 1,406,000 3,280,000 275,000
04/12/97 Antioch / Sunset Drive 1,035,000 2,416,000 167,000
04/12/97 Rancho Cordova / Sunrise 1,048,000 2,445,000 224,000
04/12/97 Berlin / Wilbur Cross 756,000 1,764,000 187,000
04/12/97 Whittier / Whittier Blvd. 648,000 1,513,000 103,000
04/12/97 Peabody / Newbury Street 1,159,000 2,704,000 199,000
04/12/97 Denver / Blake 602,000 1,405,000 122,000
04/12/97 Evansville / Green River Road 470,000 1,096,000 106,000
04/12/97 Burien / First Ave. 792,000 1,847,000 162,000
04/12/97 Rancho Cordova / Mather Field 494,000 1,153,000 118,000
04/12/97 Sugar Land / Eldridge 705,000 1,644,000 153,000
04/12/97 Columbus / Eastland Drive 602,000 1,405,000 138,000
04/12/97 Slickerville / Black Horse Pike 539,000 1,258,000 151,000
04/12/97 Seattle / Aurora 1,145,000 2,671,000 201,000
04/12/97 Gaithersburg / Christopher Ave. 972,000 2,268,000 203,000
04/12/97 Manchester / Tolland Turnpike 807,000 1,883,000 158,000
06/25/97 Kirkland-Totem 2,131,000 4,972,000 105,000
06/25/97 Indianapolis 471,000 1,098,000 26,000
06/25/97 Dallas 699,000 1,631,000 33,000
06/25/97 Atlanta 1,183,000 2,761,000 11,000
06/25/97 Bensalem 1,159,000 2,705,000 (6,000)
06/25/97 Evansville 429,000 1,000,000 6,000
06/25/97 Austin 813,000 1,897,000 8,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
12/30/96 Virginia Beach 535,000 1,311,000 1,846,000 172,000
12/30/96 San Mateo 2,408,000 5,716,000 8,124,000 699,000
01/22/97 Austin, 1033 E. 41 Street 257,000 3,654,000 3,911,000 408,000
04/12/97 Annandale / Backlick 955,000 2,496,000 3,451,000 270,000
04/12/97 Ft. Worth / West Freeway 667,000 1,763,000 2,430,000 200,000
04/12/97 Campbell / S. Curtner 2,550,000 6,549,000 9,099,000 699,000
04/12/97 Aurora / S. Idalia 1,002,000 2,601,000 3,603,000 284,000
04/12/97 Santa Cruz / Capitola 1,037,000 2,689,000 3,726,000 292,000
04/12/97 Indianapolis / Lafayette Road 682,000 1,817,000 2,499,000 206,000
04/12/97 Indianapolis / Route 31 619,000 1,642,000 2,261,000 188,000
04/12/97 Farmingdale / Broad Hollow Rd. 1,568,000 4,111,000 5,679,000 459,000
04/12/97 Tyson's Corner / Springhill Rd. 3,861,000 9,971,000 13,832,000 1,064,000
04/12/97 Fountain Valley / Newhope 1,137,000 2,936,000 4,073,000 315,000
04/12/97 Dallas / Winsted 1,375,000 3,605,000 4,980,000 397,000
04/12/97 Columbia / Broad River Rd. 121,000 379,000 500,000 59,000
04/12/97 Livermore / S. Front Road 876,000 2,188,000 3,064,000 239,000
04/12/97 Garland / Plano 889,000 2,245,000 3,134,000 251,000
04/12/97 San Jose / Story Road 1,352,000 3,397,000 4,749,000 369,000
04/12/97 Aurora / Abilene 1,406,000 3,555,000 4,961,000 376,000
04/12/97 Antioch / Sunset Drive 1,035,000 2,583,000 3,618,000 283,000
04/12/97 Rancho Cordova / Sunrise 1,048,000 2,669,000 3,717,000 289,000
04/12/97 Berlin / Wilbur Cross 756,000 1,951,000 2,707,000 222,000
04/12/97 Whittier / Whittier Blvd. 648,000 1,616,000 2,264,000 177,000
04/12/97 Peabody / Newbury Street 1,159,000 2,903,000 4,062,000 318,000
04/12/97 Denver / Blake 602,000 1,527,000 2,129,000 169,000
04/12/97 Evansville / Green River Road 470,000 1,202,000 1,672,000 139,000
04/12/97 Burien / First Ave. 792,000 2,009,000 2,801,000 223,000
04/12/97 Rancho Cordova / Mather Field 494,000 1,271,000 1,765,000 151,000
04/12/97 Sugar Land / Eldridge 705,000 1,797,000 2,502,000 206,000
04/12/97 Columbus / Eastland Drive 602,000 1,543,000 2,145,000 178,000
04/12/97 Slickerville / Black Horse Pike 539,000 1,409,000 1,948,000 152,000
04/12/97 Seattle / Aurora 1,145,000 2,872,000 4,017,000 312,000
04/12/97 Gaithersburg / Christopher Ave. 972,000 2,471,000 3,443,000 270,000
04/12/97 Manchester / Tolland Turnpike 807,000 2,041,000 2,848,000 229,000
06/25/97 Kirkland-Totem 2,131,000 5,077,000 7,208,000 514,000
06/25/97 Indianapolis 471,000 1,124,000 1,595,000 120,000
06/25/97 Dallas 699,000 1,664,000 2,363,000 177,000
06/25/97 Atlanta 1,183,000 2,772,000 3,955,000 284,000
06/25/97 Bensalem 1,159,000 2,699,000 3,858,000 278,000
06/25/97 Evansville 429,000 1,006,000 1,435,000 106,000
06/25/97 Austin 813,000 1,905,000 2,718,000 197,000
</TABLE>
F-48
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
06/25/97 Harbor City 1,244,000 2,904,000 66,000
06/25/97 Birmingham 539,000 1,258,000 26,000
06/25/97 Sacramento 489,000 1,396,000 (255,000)
06/25/97 Carrollton 441,000 1,029,000 3,000
06/25/97 La Habra 822,000 1,918,000 18,000
06/25/97 Lombard 1,527,000 3,564,000 1,678,000
06/25/97 Fairfield 740,000 1,727,000 (3,000)
06/25/97 Seattle 1,498,000 3,494,000 192,000
06/25/97 Bellevue 1,653,000 3,858,000 16,000
06/25/97 Citrus Heights 642,000 1,244,000 355,000
06/25/97 San Jose 1,273,000 2,971,000 (35,000)
06/25/97 Stanton 948,000 2,212,000 (23,000)
06/25/97 Garland 486,000 1,135,000 7,000
06/25/97 Westford 857,000 1,999,000 5,000
06/25/97 Dallas 1,627,000 3,797,000 455,000
06/25/97 Wheat Ridge 1,054,000 2,459,000 277,000
06/25/97 Berlin 825,000 1,925,000 205,000
06/25/97 Gretna 1,069,000 2,494,000 327,000
06/25/97 Spring 461,000 1,077,000 145,000
06/25/97 Sacramento 592,000 1,380,000 828,000
06/25/97 Houston/South Dairyashford 856,000 1,997,000 252,000
06/25/97 Naperville 1,108,000 2,585,000 301,000
06/25/97 Carrollton 1,158,000 2,702,000 362,000
06/25/97 Waipahu 1,620,000 3,780,000 434,000
06/25/97 Davis 628,000 1,465,000 182,000
06/25/97 Decatur 951,000 2,220,000 276,000
06/25/97 Jacksonville 653,000 1,525,000 215,000
06/25/97 Chicoppe 663,000 1,546,000 237,000
06/25/97 Alexandria 1,533,000 3,576,000 392,000
06/25/97 Houston/Veterans Memorial Dr. 458,000 1,070,000 139,000
06/25/97 Los Angeles/Olympic 4,392,000 10,247,000 1,168,000
06/25/97 Littleton 1,340,000 3,126,000 375,000
06/25/97 Metairie 1,229,000 2,868,000 388,000
06/25/97 Louisville 717,000 1,672,000 219,000
06/25/97 East Hazel Crest 753,000 1,757,000 231,000
06/25/97 Edmonds 1,187,000 2,770,000 365,000
06/25/97 Foster City 1,064,000 2,483,000 294,000
06/25/97 Chicago 1,160,000 2,708,000 337,000
06/25/97 Philadelphia 924,000 2,155,000 259,000
06/25/97 Dallas/Vilbig Rd. 508,000 1,184,000 184,000
06/25/97 Staten Island 1,676,000 3,910,000 475,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
06/25/97 Harbor City 1,244,000 2,970,000 4,214,000 322,000
06/25/97 Birmingham 539,000 1,284,000 1,823,000 137,000
06/25/97 Sacramento 489,000 1,141,000 1,630,000 119,000
06/25/97 Carrollton 441,000 1,032,000 1,473,000 109,000
06/25/97 La Habra 822,000 1,936,000 2,758,000 200,000
06/25/97 Lombard 2,047,000 4,722,000 6,769,000 427,000
06/25/97 Fairfield 740,000 1,724,000 2,464,000 180,000
06/25/97 Seattle 1,498,000 3,686,000 5,184,000 417,000
06/25/97 Bellevue 1,653,000 3,874,000 5,527,000 407,000
06/25/97 Citrus Heights 642,000 1,599,000 2,241,000 164,000
06/25/97 San Jose 1,273,000 2,936,000 4,209,000 299,000
06/25/97 Stanton 948,000 2,189,000 3,137,000 223,000
06/25/97 Garland 486,000 1,142,000 1,628,000 122,000
06/25/97 Westford 857,000 2,004,000 2,861,000 214,000
06/25/97 Dallas 1,627,000 4,252,000 5,879,000 446,000
06/25/97 Wheat Ridge 1,054,000 2,736,000 3,790,000 280,000
06/25/97 Berlin 825,000 2,130,000 2,955,000 217,000
06/25/97 Gretna 1,069,000 2,821,000 3,890,000 300,000
06/25/97 Spring 461,000 1,222,000 1,683,000 129,000
06/25/97 Sacramento 720,000 2,080,000 2,800,000 183,000
06/25/97 Houston/South Dairyashford 856,000 2,249,000 3,105,000 237,000
06/25/97 Naperville 1,108,000 2,886,000 3,994,000 297,000
06/25/97 Carrollton 1,158,000 3,064,000 4,222,000 326,000
06/25/97 Waipahu 1,620,000 4,214,000 5,834,000 440,000
06/25/97 Davis 628,000 1,647,000 2,275,000 173,000
06/25/97 Decatur 951,000 2,496,000 3,447,000 255,000
06/25/97 Jacksonville 653,000 1,740,000 2,393,000 191,000
06/25/97 Chicoppe 663,000 1,783,000 2,446,000 194,000
06/25/97 Alexandria 1,533,000 3,968,000 5,501,000 402,000
06/25/97 Houston/Veterans Memorial Dr. 458,000 1,209,000 1,667,000 126,000
06/25/97 Los Angeles/Olympic 4,392,000 11,415,000 15,807,000 1,167,000
06/25/97 Littleton 1,340,000 3,501,000 4,841,000 363,000
06/25/97 Metairie 1,229,000 3,256,000 4,485,000 344,000
06/25/97 Louisville 717,000 1,891,000 2,608,000 198,000
06/25/97 East Hazel Crest 753,000 1,988,000 2,741,000 205,000
06/25/97 Edmonds 1,187,000 3,135,000 4,322,000 318,000
06/25/97 Foster City 1,064,000 2,777,000 3,841,000 281,000
06/25/97 Chicago 1,160,000 3,045,000 4,205,000 315,000
06/25/97 Philadelphia 924,000 2,414,000 3,338,000 247,000
06/25/97 Dallas/Vilbig Rd. 508,000 1,368,000 1,876,000 145,000
06/25/97 Staten Island 1,676,000 4,385,000 6,061,000 446,000
</TABLE>
F-49
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
06/25/97 Pelham Manor 1,209,000 2,820,000 344,000
06/25/97 Irving 469,000 1,093,000 171,000
06/25/97 Elk Grove 642,000 1,497,000 187,000
06/25/97 LAX 1,312,000 3,062,000 400,000
06/25/97 Denver 1,316,000 3,071,000 375,000
06/25/97 Plano 1,369,000 3,193,000 365,000
06/25/97 Lynnwood 839,000 1,959,000 286,000
06/25/97 Lilburn 507,000 1,182,000 255,000
06/25/97 Parma 881,000 2,055,000 402,000
06/25/97 Davie 1,086,000 2,533,000 519,000
06/25/97 Allen Park 953,000 2,223,000 427,000
06/25/97 Aurora 808,000 1,886,000 348,000
06/25/97 San Diego/16th Street 932,000 2,175,000 459,000
06/25/97 Sterling Heights 766,000 1,787,000 346,000
06/25/97 East L.A./Boyle Heights 957,000 2,232,000 431,000
06/25/97 Springfield/Alban Station 1,317,000 3,074,000 588,000
06/25/97 Littleton 868,000 2,026,000 367,000
06/25/97 Sacramento/57th Street 869,000 2,029,000 423,000
06/25/97 L.A./Venice Blvd. 523,000 1,221,000 276,000
06/25/97 Miami 1,762,000 4,111,000 782,000
08/13/97 Santa Monica / Wilshire Blvd. 2,040,000 4,760,000 224,000
11/02/97 Lansing, IL 758,000 1,768,000 84,000
11/07/97 Phoenix, AZ 1,197,000 2,793,000 68,000
11/13/97 Tinley Park, IL 1,422,000 3,319,000 22,000
03/17/98 Branford / Summit Place 728,000 1,698,000 60,000
03/17/98 Las Vegas / Charleston 791,000 1,845,000 41,000
03/17/98 So. San Francisco 1,550,000 3,617,000 46,000
03/17/98 Pasadena / Arroyo Parkway 3,005,000 7,012,000 43,000
03/17/98 Tempe / E. Broadway 633,000 1,476,000 28,000
03/17/98 Phoenix / N. 43rd Ave 443,000 1,033,000 40,000
03/17/98 Phoenix/No. 43rd 380,000 886,000 34,000
03/17/98 Phoenix / Black Canyon 380,000 886,000 42,000
03/17/98 Phoenix/Black Canyon 136,000 317,000 20,000
03/17/98 Nesconset / Southern 1,423,000 3,321,000 43,000
03/17/98 Houston/De Soto Dr. 659,000 1,537,000 38,000
03/17/98 Houston / East Freeway 593,000 1,384,000 56,000
03/17/98 Austin/Ben White Bl 692,000 1,614,000 34,000
03/17/98 Arlington/E. Pioneer 922,000 2,152,000 45,000
03/17/98 Las Vegas/Tropicana 1,285,000 2,998,000 54,000
04/01/98 Patchogue/W. Sunrise 936,000 2,184,000 39,000
04/01/98 Havertown/West Chester 1,254,000 2,926,000 21,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
06/25/97 Pelham Manor 1,209,000 3,164,000 4,373,000 321,000
06/25/97 Irving 469,000 1,264,000 1,733,000 137,000
06/25/97 Elk Grove 642,000 1,684,000 2,326,000 176,000
06/25/97 LAX 1,312,000 3,462,000 4,774,000 364,000
06/25/97 Denver 1,316,000 3,446,000 4,762,000 354,000
06/25/97 Plano 1,369,000 3,558,000 4,927,000 361,000
06/25/97 Lynnwood 839,000 2,245,000 3,084,000 227,000
06/25/97 Lilburn 507,000 1,437,000 1,944,000 148,000
06/25/97 Parma 881,000 2,457,000 3,338,000 250,000
06/25/97 Davie 1,086,000 3,052,000 4,138,000 326,000
06/25/97 Allen Park 953,000 2,650,000 3,603,000 271,000
06/25/97 Aurora 808,000 2,234,000 3,042,000 226,000
06/25/97 San Diego/16th Street 932,000 2,634,000 3,566,000 282,000
06/25/97 Sterling Heights 766,000 2,133,000 2,899,000 219,000
06/25/97 East L.A./Boyle Heights 957,000 2,663,000 3,620,000 269,000
06/25/97 Springfield/Alban Station 1,317,000 3,662,000 4,979,000 372,000
06/25/97 Littleton 868,000 2,393,000 3,261,000 242,000
06/25/97 Sacramento/57th Street 869,000 2,452,000 3,321,000 247,000
06/25/97 L.A./Venice Blvd. 523,000 1,497,000 2,020,000 155,000
06/25/97 Miami 1,762,000 4,893,000 6,655,000 502,000
08/13/97 Santa Monica / Wilshire Blvd. 2,040,000 4,984,000 7,024,000 501,000
11/02/97 Lansing, IL 758,000 1,852,000 2,610,000 183,000
11/07/97 Phoenix, AZ 1,197,000 2,861,000 4,058,000 270,000
11/13/97 Tinley Park, IL 1,422,000 3,341,000 4,763,000 285,000
03/17/98 Branford / Summit Place 728,000 1,758,000 2,486,000 127,000
03/17/98 Las Vegas / Charleston 791,000 1,886,000 2,677,000 137,000
03/17/98 So. San Francisco 1,550,000 3,663,000 5,213,000 257,000
03/17/98 Pasadena / Arroyo Parkway 3,005,000 7,055,000 10,060,000 487,000
03/17/98 Tempe / E. Broadway 633,000 1,504,000 2,137,000 106,000
03/17/98 Phoenix / N. 43rd Ave 443,000 1,073,000 1,516,000 81,000
03/17/98 Phoenix/No. 43rd 380,000 920,000 1,300,000 69,000
03/17/98 Phoenix / Black Canyon 380,000 928,000 1,308,000 71,000
03/17/98 Phoenix/Black Canyon 136,000 337,000 473,000 28,000
03/17/98 Nesconset / Southern 1,423,000 3,364,000 4,787,000 235,000
03/17/98 Houston/De Soto Dr. 659,000 1,575,000 2,234,000 116,000
03/17/98 Houston / East Freeway 593,000 1,440,000 2,033,000 111,000
03/17/98 Austin/Ben White Bl 692,000 1,648,000 2,340,000 119,000
03/17/98 Arlington/E. Pioneer 922,000 2,197,000 3,119,000 159,000
03/17/98 Las Vegas/Tropicana 1,285,000 3,052,000 4,337,000 212,000
04/01/98 Patchogue/W. Sunrise 936,000 2,223,000 3,159,000 174,000
04/01/98 Havertown/West Chester 1,249,000 2,952,000 4,201,000 229,000
</TABLE>
F-50
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
04/01/98 Schiller Park/River 568,000 1,390,000 13,000
04/01/98 Chicago / Cuyler 1,400,000 2,695,000 25,000
04/01/98 Chicago Heights/West 468,000 1,804,000 17,000
04/01/98 Arlington Heights/University 670,000 3,004,000 26,000
04/01/98 Cicero / Ogden 1,678,000 2,266,000 41,000
04/01/98 Chicago/W. Howard St. 974,000 2,875,000 48,000
04/01/98 Chicago/N. Western Ave 1,453,000 3,205,000 26,000
04/01/98 Chicago/Northwest Hwy 925,000 2,412,000 29,000
04/01/98 Chicago/N. Wells St. 1,446,000 2,828,000 36,000
04/01/98 Chicago / Pulaski Rd. 1,276,000 2,858,000 16,000
04/01/98 Artesia / Artesia 625,000 1,419,000 49,000
04/01/98 Arcadia / Lower Azusa 821,000 1,369,000 25,000
04/01/98 Dallas / Kingsly 1,095,000 1,712,000 27,000
04/01/98 Manassas / Centreville 405,000 2,137,000 87,000
04/01/98 La Downtwn/10 Fwy 1,608,000 3,358,000 57,000
04/01/98 Bellevue / Northup 1,232,000 3,306,000 161,000
04/01/98 Hollywood/Cole & Wilshire 1,590,000 1,785,000 35,000
04/01/98 Atlanta/John Wesley 1,233,000 1,665,000 111,000
04/01/98 Montebello/S. Maple 1,274,000 2,299,000 33,000
04/01/98 Lake City/Forest Park 248,000 1,445,000 41,000
04/01/98 Baltimore / W. Patap 403,000 2,650,000 41,000
04/01/98 Fraser/Groesbeck Hwy 368,000 1,796,000 25,000
04/01/98 Vallejo / Mini Drive 560,000 1,803,000 31,000
04/01/98 San Diego/54th & Euclid 952,000 2,550,000 32,000
04/01/98 Miami / 5th Street 2,327,000 3,234,000 60,000
04/01/98 Silver Spring/Hill 922,000 2,080,000 43,000
04/01/98 Chicago/E. 95th St. 397,000 2,357,000 22,000
04/01/98 Chicago / S. Harlem 791,000 1,424,000 23,000
04/01/98 St. Charles /Highway 623,000 1,501,000 60,000
04/01/98 Chicago/Burr Ridge Rd. 421,000 2,165,000 21,000
04/01/98 St. Louis / Hwy. 141 659,000 1,628,000 38,000
04/01/98 Island Park / Austin 2,313,000 3,015,000 54,000
04/01/98 Yonkers / Route 9a 1,722,000 3,823,000 45,000
04/01/98 Silverlake/Glendale 2,314,000 5,481,000 66,000
04/01/98 Akron / Britain Rd. 275,000 2,248,000 92,000
04/01/98 Chicago/Harlem Ave 1,430,000 3,038,000 46,000
04/01/98 Bethesda / Butler Rd 1,146,000 2,509,000 34,000
04/01/98 Dundalk / Wise Ave 447,000 2,005,000 19,000
05/01/98 Berkeley / 2nd St. 1,914,000 4,466,000 (236,000)
05/08/98 Cleveland / W. 117th 930,000 2,277,000 59,000
05/08/98 La /Venice Blvd 1,470,000 3,599,000 15,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
04/01/98 Schiller Park/River 568,000 1,403,000 1,971,000 120,000
04/01/98 Chicago / Cuyler 1,400,000 2,720,000 4,120,000 258,000
04/01/98 Chicago Heights/West 468,000 1,821,000 2,289,000 173,000
04/01/98 Arlington Heights/University 670,000 3,030,000 3,700,000 270,000
04/01/98 Cicero / Ogden 1,678,000 2,307,000 3,985,000 217,000
04/01/98 Chicago/W. Howard St. 974,000 2,923,000 3,897,000 279,000
04/01/98 Chicago/N. Western Ave 1,453,000 3,231,000 4,684,000 294,000
04/01/98 Chicago/Northwest Hwy 925,000 2,441,000 3,366,000 220,000
04/01/98 Chicago/N. Wells St. 1,446,000 2,864,000 4,310,000 256,000
04/01/98 Chicago / Pulaski Rd. 1,276,000 2,874,000 4,150,000 250,000
04/01/98 Artesia / Artesia 625,000 1,468,000 2,093,000 211,000
04/01/98 Arcadia / Lower Azusa 821,000 1,394,000 2,215,000 214,000
04/01/98 Dallas / Kingsly 1,095,000 1,739,000 2,834,000 257,000
04/01/98 Manassas / Centreville 405,000 2,224,000 2,629,000 318,000
04/01/98 La Downtwn/10 Fwy 1,608,000 3,415,000 5,023,000 491,000
04/01/98 Bellevue / Northup 1,232,000 3,467,000 4,699,000 484,000
04/01/98 Hollywood/Cole & Wilshire 1,590,000 1,820,000 3,410,000 266,000
04/01/98 Atlanta/John Wesley 1,233,000 1,776,000 3,009,000 292,000
04/01/98 Montebello/S. Maple 1,274,000 2,332,000 3,606,000 343,000
04/01/98 Lake City/Forest Park 248,000 1,486,000 1,734,000 214,000
04/01/98 Baltimore / W. Patap 403,000 2,691,000 3,094,000 367,000
04/01/98 Fraser/Groesbeck Hwy 368,000 1,821,000 2,189,000 258,000
04/01/98 Vallejo / Mini Drive 560,000 1,834,000 2,394,000 268,000
04/01/98 San Diego/54th & Euclid 952,000 2,582,000 3,534,000 485,000
04/01/98 Miami / 5th Street 2,327,000 3,294,000 5,621,000 569,000
04/01/98 Silver Spring/Hill 922,000 2,123,000 3,045,000 393,000
04/01/98 Chicago/E. 95th St. 397,000 2,379,000 2,776,000 454,000
04/01/98 Chicago / S. Harlem 791,000 1,447,000 2,238,000 274,000
04/01/98 St. Charles /Highway 623,000 1,561,000 2,184,000 298,000
04/01/98 Chicago/Burr Ridge Rd. 421,000 2,186,000 2,607,000 421,000
04/01/98 St. Louis / Hwy. 141 659,000 1,666,000 2,325,000 304,000
04/01/98 Island Park / Austin 2,313,000 3,069,000 5,382,000 563,000
04/01/98 Yonkers / Route 9a 1,722,000 3,868,000 5,590,000 688,000
04/01/98 Silverlake/Glendale 2,314,000 5,547,000 7,861,000 972,000
04/01/98 Akron / Britain Rd. 275,000 2,340,000 2,615,000 405,000
04/01/98 Chicago/Harlem Ave 1,430,000 3,084,000 4,514,000 545,000
04/01/98 Bethesda / Butler Rd 1,146,000 2,543,000 3,689,000 420,000
04/01/98 Dundalk / Wise Ave 447,000 2,024,000 2,471,000 322,000
05/01/98 Berkeley / 2nd St. 1,837,000 4,307,000 6,144,000 288,000
05/08/98 Cleveland / W. 117th 930,000 2,336,000 3,266,000 149,000
05/08/98 La /Venice Blvd 1,470,000 3,614,000 5,084,000 222,000
</TABLE>
F-51
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
05/08/98 Aurora / Farnsworth 960,000 2,350,000 28,000
05/08/98 Santa Rosa / Hopper 1,020,000 2,497,000 29,000
05/08/98 Golden Valley / Winn 630,000 1,542,000 54,000
05/08/98 St. Louis / Benham 810,000 1,983,000 63,000
05/08/98 Chicago / S. Chicago 840,000 2,057,000 16,000
05/20/98 Boynton Beach / S. C. 1,299,000 3,034,000 72,000
06/01/98 Renton / SW 39th St. 725,000 2,196,000 -
06/29/98 Pompano Beach/Center Port Circle 795,000 2,312,000 -
10/01/98 El Segundo / Sepulveda 6,586,000 5,795,000 21,000
10/01/98 Atlanta / Memorial Dr. 414,000 2,239,000 54,000
10/01/98 Chicago / W. 79th St 861,000 2,789,000 23,000
10/01/98 Chicago / N. Broadway 1,918,000 3,824,000 65,000
10/01/98 Dallas / Greenville 1,933,000 2,892,000 17,000
10/01/98 Tacoma / Orchard 358,000 1,987,000 45,000
10/01/98 St. Louis / Gravois 312,000 2,327,000 45,000
10/01/98 White Bear Lake 578,000 2,079,000 25,000
10/01/98 Santa Cruz / Soquel 832,000 2,385,000 39,000
10/01/98 Coon Rapids / Hwy 10 330,000 1,646,000 29,000
10/01/98 Oxnard / Hueneme Rd 923,000 3,925,000 41,000
10/01/98 Vancouver/ Millplain 343,000 2,000,000 47,000
10/01/98 Tigard / Mc Ewan 597,000 1,652,000 54,000
10/01/98 Griffith / Cline 299,000 2,118,000 13,000
10/01/98 Miami / Sunset Drive 1,656,000 2,321,000 23,000
10/01/98 Farmington / 9 Mile 580,000 2,526,000 16,000
10/01/98 Los Gatos / University 2,234,000 3,890,000 18,000
10/01/98 N. Hollywood 1,484,000 3,143,000 23,000
10/01/98 Petaluma / Transport 460,000 1,840,000 28,000
10/01/98 Chicago / 111th 341,000 2,898,000 23,000
10/01/98 Upper Darby / Market 808,000 5,011,000 33,000
10/01/98 San Jose / Santa 966,000 3,870,000 37,000
10/01/98 San Diego / Morena 3,173,000 5,469,000 27,000
10/01/98 Brooklyn /Rockway Ave 6,272,000 9,691,000 75,000
10/01/98 Revere / Charger St 1,997,000 3,727,000 43,000
10/01/98 Las Vegas / E. Charles 602,000 2,545,000 38,000
10/01/98 Laurel / Baltimore Ave 1,899,000 4,498,000 33,000
10/01/98 East La/Figueroa & 4th 1,213,000 2,689,000 16,000
10/01/98 Oldsmar / Tampa Road 760,000 2,154,000 27,000
10/01/98 Ft. Lauderdale /S. W. 1,046,000 2,928,000 17,000
10/01/98 Miami / NW 73rd St 1,050,000 3,064,000 33,000
12/09/98 Miami / NW 115th Ave 1,095,000 2,349,000 152,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
05/08/98 Aurora / Farnsworth 960,000 2,378,000 3,338,000 147,000
05/08/98 Santa Rosa / Hopper 1,020,000 2,526,000 3,546,000 158,000
05/08/98 Golden Valley / Winn 630,000 1,596,000 2,226,000 105,000
05/08/98 St. Louis / Benham 810,000 2,046,000 2,856,000 130,000
05/08/98 Chicago / S. Chicago 840,000 2,073,000 2,913,000 129,000
05/20/98 Boynton Beach / S. C. 1,299,000 3,106,000 4,405,000 198,000
06/01/98 Renton / SW 39th St. 725,000 2,196,000 2,921,000 169,000
06/29/98 Pompano Beach/Center Port Circle 795,000 2,312,000 3,107,000 169,000
10/01/98 El Segundo / Sepulveda 6,586,000 5,816,000 12,402,000 349,000
10/01/98 Atlanta / Memorial Dr. 414,000 2,293,000 2,707,000 141,000
10/01/98 Chicago / W. 79th St 861,000 2,812,000 3,673,000 172,000
10/01/98 Chicago / N. Broadway 1,918,000 3,889,000 5,807,000 238,000
10/01/98 Dallas / Greenville 1,933,000 2,909,000 4,842,000 172,000
10/01/98 Tacoma / Orchard 358,000 2,032,000 2,390,000 128,000
10/01/98 St. Louis / Gravois 312,000 2,372,000 2,684,000 147,000
10/01/98 White Bear Lake 578,000 2,104,000 2,682,000 130,000
10/01/98 Santa Cruz / Soquel 832,000 2,424,000 3,256,000 150,000
10/01/98 Coon Rapids / Hwy 10 330,000 1,675,000 2,005,000 104,000
10/01/98 Oxnard / Hueneme Rd 923,000 3,966,000 4,889,000 238,000
10/01/98 Vancouver/ Millplain 343,000 2,047,000 2,390,000 130,000
10/01/98 Tigard / Mc Ewan 597,000 1,706,000 2,303,000 109,000
10/01/98 Griffith / Cline 299,000 2,131,000 2,430,000 130,000
10/01/98 Miami / Sunset Drive 1,656,000 2,344,000 4,000,000 144,000
10/01/98 Farmington / 9 Mile 580,000 2,542,000 3,122,000 153,000
10/01/98 Los Gatos / University 2,234,000 3,908,000 6,142,000 234,000
10/01/98 N. Hollywood 1,484,000 3,166,000 4,650,000 190,000
10/01/98 Petaluma / Transport 460,000 1,868,000 2,328,000 115,000
10/01/98 Chicago / 111th 341,000 2,921,000 3,262,000 177,000
10/01/98 Upper Darby / Market 808,000 5,044,000 5,852,000 299,000
10/01/98 San Jose / Santa 966,000 3,907,000 4,873,000 237,000
10/01/98 San Diego / Morena 3,173,000 5,496,000 8,669,000 331,000
10/01/98 Brooklyn /Rockway Ave 6,272,000 9,766,000 16,038,000 586,000
10/01/98 Revere / Charger St 1,997,000 3,770,000 5,767,000 229,000
10/01/98 Las Vegas / E. Charles 602,000 2,583,000 3,185,000 158,000
10/01/98 Laurel / Baltimore Ave 1,899,000 4,531,000 6,430,000 272,000
10/01/98 East La/Figueroa & 4th 1,213,000 2,705,000 3,918,000 164,000
10/01/98 Oldsmar / Tampa Road 760,000 2,181,000 2,941,000 133,000
10/01/98 Ft. Lauderdale /S. W. 1,046,000 2,945,000 3,991,000 180,000
10/01/98 Miami / NW 73rd St 1,050,000 3,097,000 4,147,000 190,000
12/09/98 Miami / NW 115th Ave 1,102,000 2,494,000 3,596,000 125,000
</TABLE>
F-52
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
01/01/99 New Orleans/St. Charles 1,463,000 2,634,000 13,000
01/06/99 Brandon / E. Brandon Blvd 1,560,000 3,695,000 39,000
03/12/99 St. Louis / N. Lindbergh Blvd. 1,688,000 3,939,000 8,000
03/12/99 St. Louis /Vandeventer Midtown 699,000 1,631,000 5,000
03/12/99 St. Ann / Maryland Heights 1,035,000 2,414,000 21,000
03/12/99 Florissant / N. Hwy 67 971,000 2,265,000 5,000
03/12/99 Ferguson Area-W. Florissant 1,194,000 2,732,000 27,000
03/12/99 Columbia/Rangeline St 1,070,000 2,496,000 203,000
03/12/99 Columbia / Paris Rd 412,000 962,000 105,000
03/12/99 Jefferson City/St. 458,000 1,069,000 122,000
Mary's-Downtown
03/12/99 Florissant / New Halls Ferry Rd 1,144,000 2,670,000 7,000
03/12/99 St. Louis / Airport 785,000 1,833,000 6,000
03/12/99 St. Louis/ S. Third St 1,096,000 2,557,000 6,000
03/12/99 Columbia/Providence Rd 519,000 1,212,000 4,000
03/12/99 Columbia/I-70 Drive 306,000 713,000 104,000
03/12/99 Kansas City / E. 47th St. 610,000 1,424,000 20,000
03/12/99 Kansas City /E. 67th Terrace 1,136,000 2,643,000 13,000
03/12/99 Kansas City / James A. Reed Rd 749,000 1,748,000 14,000
03/12/99 Independence / 291 871,000 2,032,000 18,000
03/12/99 Raytown / Woodson Rd 915,000 2,134,000 13,000
03/12/99 Kansas City / 34th Main Street 114,000 2,599,000 130,000
03/12/99 Columbia / River Dr 671,000 1,566,000 9,000
03/12/99 Columbia / Buckner Rd 714,000 1,665,000 143,000
03/12/99 Columbia / Decker Park Rd 605,000 1,412,000 31,000
03/12/99 Columbia / Rosewood Dr 777,000 1,814,000 16,000
03/12/99 W. Columbia / Orchard Dr. 272,000 634,000 42,000
03/12/99 W. Columbia / Airport Blvd 493,000 1,151,000 10,000
03/12/99 Greenville / Whitehorse Rd 882,000 2,058,000 17,000
03/12/99 Greenville / Woods Lake Rd 364,000 849,000 12,000
03/12/99 Mauldin / N. Main Street 571,000 1,333,000 30,000
03/12/99 Simpsonville / Grand View Dr 582,000 1,358,000 19,000
03/12/99 Taylor's / Wade Hampton Blvd 650,000 1,517,000 26,000
03/12/99 Charleston/Ashley Phosphate B 839,000 1,950,000 17,000
03/12/99 N. Charleston / Dorchester Rd 380,000 886,000 12,000
03/12/99 N. Charleston / Dorchester 487,000 1,137,000 19,000
03/12/99 Charleston / Sam Rittenberg Blvd 555,000 1,296,000 20,000
03/12/99 Hilton Head / Office Park Rd 1,279,000 2,985,000 8,000
03/12/99 Columbia / Plumbers Rd 368,000 858,000 24,000
03/12/99 Greenville / Pineknoll Rd 927,000 2,163,000 26,000
03/12/99 Hilton Head / Yacht Cove Dr 1,182,000 2,753,000 15,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
01/01/99 New Orleans/St. Charles 1,463,000 2,647,000 4,110,000 89,000
01/06/99 Brandon / E. Brandon Blvd 1,560,000 3,734,000 5,294,000 28,000
03/12/99 St. Louis / N. Lindbergh Blvd. 1,688,000 3,947,000 5,635,000 127,000
03/12/99 St. Louis /Vandeventer Midtown 699,000 1,636,000 2,335,000 53,000
03/12/99 St. Ann / Maryland Heights 1,035,000 2,435,000 3,470,000 78,000
03/12/99 Florissant / N. Hwy 67 971,000 2,270,000 3,241,000 75,000
03/12/99 Ferguson Area-W. Florissant 1,194,000 2,759,000 3,953,000 91,000
03/12/99 Columbia/Rangeline St 1,070,000 2,699,000 3,769,000 96,000
03/12/99 Columbia / Paris Rd 412,000 1,067,000 1,479,000 38,000
03/12/99 Jefferson City/St. 458,000 1,191,000 1,649,000 43,000
Mary's-Downtown
03/12/99 Florissant / New Halls Ferry Rd 1,144,000 2,677,000 3,821,000 86,000
03/12/99 St. Louis / Airport 785,000 1,839,000 2,624,000 59,000
03/12/99 St. Louis/ S. Third St 1,096,000 2,563,000 3,659,000 82,000
03/12/99 Columbia/Providence Rd 519,000 1,216,000 1,735,000 42,000
03/12/99 Columbia/I-70 Drive 306,000 817,000 1,123,000 33,000
03/12/99 Kansas City / E. 47th St. 610,000 1,444,000 2,054,000 46,000
03/12/99 Kansas City /E. 67th Terrace 1,136,000 2,656,000 3,792,000 85,000
03/12/99 Kansas City / James A. Reed Rd 749,000 1,762,000 2,511,000 57,000
03/12/99 Independence / 291 871,000 2,050,000 2,921,000 66,000
03/12/99 Raytown / Woodson Rd 915,000 2,147,000 3,062,000 69,000
03/12/99 Kansas City / 34th Main Street 114,000 2,729,000 2,843,000 93,000
03/12/99 Columbia / River Dr 671,000 1,575,000 2,246,000 51,000
03/12/99 Columbia / Buckner Rd 714,000 1,808,000 2,522,000 61,000
03/12/99 Columbia / Decker Park Rd 605,000 1,443,000 2,048,000 46,000
03/12/99 Columbia / Rosewood Dr 777,000 1,830,000 2,607,000 59,000
03/12/99 W. Columbia / Orchard Dr. 272,000 676,000 948,000 25,000
03/12/99 W. Columbia / Airport Blvd 493,000 1,161,000 1,654,000 38,000
03/12/99 Greenville / Whitehorse Rd 882,000 2,075,000 2,957,000 67,000
03/12/99 Greenville / Woods Lake Rd 364,000 861,000 1,225,000 28,000
03/12/99 Mauldin / N. Main Street 571,000 1,363,000 1,934,000 44,000
03/12/99 Simpsonville / Grand View Dr 582,000 1,377,000 1,959,000 45,000
03/12/99 Taylor's / Wade Hampton Blvd 650,000 1,543,000 2,193,000 49,000
03/12/99 Charleston/Ashley Phosphate B 839,000 1,967,000 2,806,000 63,000
03/12/99 N. Charleston / Dorchester Rd 380,000 898,000 1,278,000 29,000
03/12/99 N. Charleston / Dorchester 487,000 1,156,000 1,643,000 38,000
03/12/99 Charleston / Sam Rittenberg Blvd 555,000 1,316,000 1,871,000 43,000
03/12/99 Hilton Head / Office Park Rd 1,279,000 2,993,000 4,272,000 96,000
03/12/99 Columbia / Plumbers Rd 368,000 882,000 1,250,000 29,000
03/12/99 Greenville / Pineknoll Rd 927,000 2,189,000 3,116,000 75,000
03/12/99 Hilton Head / Yacht Cove Dr 1,182,000 2,768,000 3,950,000 89,000
</TABLE>
F-53
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/12/99 Spartanburg / Chesnee Hwy 533,000 1,244,000 37,000
03/12/99 Charleston / Ashley River Rd 1,114,000 2,581,000 12,000
03/12/99 Columbia / Broad River 1,463,000 3,413,000 22,000
03/12/99 Charlotte / East Wt Harris Blvd 736,000 1,718,000 34,000
03/12/99 Charlotte / North Tryon St. 708,000 1,653,000 29,000
03/12/99 Charlotte / South Blvd 641,000 1,496,000 23,000
03/12/99 Kannapolis / Oregon St 463,000 1,081,000 16,000
03/12/99 Durham / E. Club Blvd 947,000 2,209,000 18,000
03/12/99 Durham / N. Duke St. 769,000 1,794,000 9,000
03/12/99 Raleigh / Maitland Dr 679,000 1,585,000 19,000
03/12/99 Greensboro / O'Henry Blvd 577,000 1,345,000 35,000
03/12/99 Gastonia / S. York Rd 467,000 1,089,000 20,000
03/12/99 Durham / Kangaroo Dr. 1,102,000 2,572,000 29,000
03/12/99 Pensacola / Brent Lane 402,000 938,000 21,000
03/12/99 Pensacola / Creighton Road 454,000 1,060,000 16,000
03/12/99 Jacksonville / Park Avenue 905,000 2,113,000 42,000
03/12/99 Jacksonville / Phillips Hwy 665,000 1,545,000 43,000
03/12/99 Clearwater / Highland Ave 724,000 1,690,000 28,000
03/12/99 Stock Island 840,000 1,961,000 3,000
03/12/99 Tarpon Springs / US Highway 19 892,000 2,081,000 30,000
03/12/99 Orlando /S. Orange Blossom Trail 1,229,000 2,867,000 24,000
03/12/99 Casselberry 1,160,000 2,708,000 35,000
03/12/99 Big Coppitt Key/US 1 443,000 1,034,000 3,000
03/12/99 Miami / NW 14th Street 1,739,000 4,058,000 29,000
03/12/99 Tarpon Springs / Highway 19 1,179,000 2,751,000 33,000
03/12/99 Ft. Myers / Tamiami Trail South 834,000 1,945,000 22,000
03/12/99 Jacksonville / Ft. Caroline Rd 1,037,000 2,420,000 36,000
03/12/99 Orlando / South Semoran 565,000 1,319,000 14,000
03/12/99 Jacksonville / Southside Blvd. 1,278,000 2,982,000 40,000
03/12/99 Miami / NW 7th Ave 783,000 1,827,000 51,000
03/12/99 Vero Beach / US Hwy 1 678,000 1,583,000 20,000
03/12/99 Ponte Vedra / Palm Valley Rd. 745,000 2,749,000 237,000
03/12/99 Miami Lakes / NW 153rd St. 425,000 992,000 21,000
03/12/99 Deerfield Beach / SW 10th St. 1,844,000 4,302,000 11,000
03/12/99 Apopka / S. Orange Blossom 307,000 717,000 26,000
03/12/99 Davie / University 313,000 4,379,000 148,000
03/12/99 Arlington / Division 998,000 2,328,000 13,000
03/12/99 Duncanville/S. Cedar Ridge 1,477,000 3,447,000 21,000
03/12/99 Carrollton / Trinity Mills West 530,000 1,237,000 11,000
03/12/99 Houston / Wallisville Rd. 744,000 1,736,000 33,000
03/12/99 Houston / Fondren South 647,000 1,510,000 22,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/12/99 Spartanburg / Chesnee Hwy 533,000 1,281,000 1,814,000 42,000
03/12/99 Charleston / Ashley River Rd 1,114,000 2,593,000 3,707,000 84,000
03/12/99 Columbia / Broad River 1,463,000 3,435,000 4,898,000 110,000
03/12/99 Charlotte / East Wt Harris Blvd 736,000 1,752,000 2,488,000 56,000
03/12/99 Charlotte / North Tryon St. 708,000 1,682,000 2,390,000 55,000
03/12/99 Charlotte / South Blvd 641,000 1,519,000 2,160,000 49,000
03/12/99 Kannapolis / Oregon St 463,000 1,097,000 1,560,000 36,000
03/12/99 Durham / E. Club Blvd 947,000 2,227,000 3,174,000 72,000
03/12/99 Durham / N. Duke St. 769,000 1,803,000 2,572,000 58,000
03/12/99 Raleigh / Maitland Dr 679,000 1,604,000 2,283,000 52,000
03/12/99 Greensboro / O'Henry Blvd 577,000 1,380,000 1,957,000 45,000
03/12/99 Gastonia / S. York Rd 467,000 1,109,000 1,576,000 41,000
03/12/99 Durham / Kangaroo Dr. 1,102,000 2,601,000 3,703,000 84,000
03/12/99 Pensacola / Brent Lane 402,000 959,000 1,361,000 31,000
03/12/99 Pensacola / Creighton Road 454,000 1,076,000 1,530,000 40,000
03/12/99 Jacksonville / Park Avenue 905,000 2,155,000 3,060,000 69,000
03/12/99 Jacksonville / Phillips Hwy 665,000 1,588,000 2,253,000 53,000
03/12/99 Clearwater / Highland Ave 724,000 1,718,000 2,442,000 56,000
03/12/99 Stock Island 840,000 1,964,000 2,804,000 61,000
03/12/99 Tarpon Springs / US Highway 19 892,000 2,111,000 3,003,000 68,000
03/12/99 Orlando /S. Orange Blossom Trail 1,229,000 2,891,000 4,120,000 93,000
03/12/99 Casselberry 1,160,000 2,743,000 3,903,000 88,000
03/12/99 Big Coppitt Key/US 1 443,000 1,037,000 1,480,000 39,000
03/12/99 Miami / NW 14th Street 1,739,000 4,087,000 5,826,000 131,000
03/12/99 Tarpon Springs / Highway 19 1,179,000 2,784,000 3,963,000 90,000
03/12/99 Ft. Myers / Tamiami Trail South 834,000 1,967,000 2,801,000 63,000
03/12/99 Jacksonville / Ft. Caroline Rd 1,037,000 2,456,000 3,493,000 79,000
03/12/99 Orlando / South Semoran 565,000 1,333,000 1,898,000 43,000
03/12/99 Jacksonville / Southside Blvd. 1,278,000 3,022,000 4,300,000 97,000
03/12/99 Miami / NW 7th Ave 783,000 1,878,000 2,661,000 61,000
03/12/99 Vero Beach / US Hwy 1 678,000 1,603,000 2,281,000 52,000
03/12/99 Ponte Vedra / Palm Valley Rd. 745,000 2,986,000 3,731,000 85,000
03/12/99 Miami Lakes / NW 153rd St. 425,000 1,013,000 1,438,000 33,000
03/12/99 Deerfield Beach / SW 10th St. 1,844,000 4,313,000 6,157,000 138,000
03/12/99 Apopka / S. Orange Blossom 307,000 743,000 1,050,000 25,000
03/12/99 Davie / University 313,000 4,527,000 4,840,000 92,000
03/12/99 Arlington / Division 998,000 2,341,000 3,339,000 75,000
03/12/99 Duncanville/S. Cedar Ridge 1,477,000 3,468,000 4,945,000 111,000
03/12/99 Carrollton / Trinity Mills West 530,000 1,248,000 1,778,000 40,000
03/12/99 Houston / Wallisville Rd. 744,000 1,769,000 2,513,000 57,000
03/12/99 Houston / Fondren South 647,000 1,532,000 2,179,000 49,000
</TABLE>
F-54
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ----------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/12/99 Houston / Addicks Satsuma 409,000 954,000 32,000
03/12/99 Addison / Inwood Road 1,204,000 2,808,000 6,000
03/12/99 Houston / Southwest Freeway 1,394,000 3,253,000 26,000
03/12/99 Garland / Jackson Drive 755,000 1,761,000 33,000
03/12/99 Garland / Buckingham Road 492,000 1,149,000 32,000
03/12/99 Houston / South Main 1,461,000 3,409,000 26,000
03/12/99 Plano / Parker Road-Avenue K 1,517,000 3,539,000 740,000
03/12/99 Houston / Bingle Road 576,000 1,345,000 35,000
03/12/99 Houston / Mangum Road 737,000 1,719,000 37,000
03/12/99 Houston / Hayes Road 916,000 2,138,000 22,000
03/12/99 Katy / Dominion Drive 995,000 2,321,000 20,000
03/12/99 Houston / Fm 1960 West 513,000 1,198,000 12,000
03/12/99 Webster / Fm 528 Road 756,000 1,764,000 36,000
03/12/99 Houston / Loch Katrine Lane 580,000 1,352,000 9,000
03/12/99 Houston / Milwee St. 779,000 1,815,000 38,000
03/12/99 Lewisville / Highway 121 688,000 1,605,000 20,000
03/12/99 Richardson / Central Expressway 465,000 1,085,000 17,000
03/12/99 Houston / Hwy 6 South 569,000 1,328,000 17,000
03/12/99 Houston / Westheimer West 1,075,000 2,508,000 21,000
03/12/99 Ft. Worth / Granbury Road 763,000 1,781,000 26,000
03/12/99 Houston / New Castle 2,346,000 5,473,000 6,000
03/12/99 Dallas / Inwood Road 1,478,000 3,448,000 17,000
03/12/99 Fort Worth / Loop 820 North 729,000 1,702,000 19,000
03/12/99 Carrollton / Marsh Lane South 1,353,000 3,156,000 13,000
03/12/99 Dallas / Forest Central Dr 859,000 2,004,000 21,000
03/12/99 Arlington / Cooper St 779,000 1,818,000 10,000
03/12/99 Webster / Highway 3 677,000 1,580,000 23,000
03/12/99 Augusta / Peach Orchard Rd 860,000 2,007,000 135,000
03/12/99 Martinez / Old Petersburg Rd 407,000 950,000 35,000
03/12/99 Jonesboro / Tara Blvd 785,000 1,827,000 26,000
03/12/99 Atlanta / Briarcliff Rd 2,171,000 5,066,000 13,000
03/12/99 Decatur / N Decatur Rd 933,000 2,177,000 21,000
03/12/99 Douglasville / Westmoreland 453,000 1,056,000 9,000
03/12/99 Doraville / McElroy Rd 827,000 1,931,000 29,000
03/12/99 Roswell / Alpharetta 1,772,000 4,135,000 8,000
03/12/99 Douglasville / Duralee Lane 533,000 1,244,000 6,000
03/12/99 Douglasville / Highway 5 804,000 1,875,000 27,000
03/12/99 Forest Park / Jonesboro 659,000 1,537,000 21,000
03/12/99 Marietta / Whitlock 1,016,000 2,370,000 11,000
03/12/99 Marietta / Cobb Iv 727,000 1,696,000 46,000
03/12/99 Norcross / Jones Mill Rd 1,142,000 2,670,000 22,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/12/99 Houston / Addicks Satsuma 409,000 986,000 1,395,000 32,000
03/12/99 Addison / Inwood Road 1,204,000 2,814,000 4,018,000 90,000
03/12/99 Houston / Southwest Freeway 1,394,000 3,279,000 4,673,000 106,000
03/12/99 Garland / Jackson Drive 755,000 1,794,000 2,549,000 58,000
03/12/99 Garland / Buckingham Road 492,000 1,181,000 1,673,000 38,000
03/12/99 Houston / South Main 1,461,000 3,435,000 4,896,000 110,000
03/12/99 Plano / Parker Road-Avenue K 1,517,000 4,279,000 5,796,000 195,000
03/12/99 Houston / Bingle Road 576,000 1,380,000 1,956,000 45,000
03/12/99 Houston / Mangum Road 737,000 1,756,000 2,493,000 57,000
03/12/99 Houston / Hayes Road 916,000 2,160,000 3,076,000 69,000
03/12/99 Katy / Dominion Drive 995,000 2,341,000 3,336,000 75,000
03/12/99 Houston / Fm 1960 West 513,000 1,210,000 1,723,000 39,000
03/12/99 Webster / Fm 528 Road 756,000 1,800,000 2,556,000 57,000
03/12/99 Houston / Loch Katrine Lane 580,000 1,361,000 1,941,000 44,000
03/12/99 Houston / Milwee St. 779,000 1,853,000 2,632,000 60,000
03/12/99 Lewisville / Highway 121 688,000 1,625,000 2,313,000 53,000
03/12/99 Richardson / Central Expressway 465,000 1,102,000 1,567,000 36,000
03/12/99 Houston / Hwy 6 South 569,000 1,345,000 1,914,000 44,000
03/12/99 Houston / Westheimer West 1,075,000 2,529,000 3,604,000 81,000
03/12/99 Ft. Worth / Granbury Road 763,000 1,807,000 2,570,000 58,000
03/12/99 Houston / New Castle 2,214,000 5,611,000 7,825,000 175,000
03/12/99 Dallas / Inwood Road 1,478,000 3,465,000 4,943,000 111,000
03/12/99 Fort Worth / Loop 820 North 729,000 1,721,000 2,450,000 56,000
03/12/99 Carrollton / Marsh Lane South 1,353,000 3,169,000 4,522,000 102,000
03/12/99 Dallas / Forest Central Dr 859,000 2,025,000 2,884,000 65,000
03/12/99 Arlington / Cooper St 779,000 1,828,000 2,607,000 59,000
03/12/99 Webster / Highway 3 677,000 1,603,000 2,280,000 52,000
03/12/99 Augusta / Peach Orchard Rd 860,000 2,142,000 3,002,000 77,000
03/12/99 Martinez / Old Petersburg Rd 407,000 985,000 1,392,000 32,000
03/12/99 Jonesboro / Tara Blvd 785,000 1,853,000 2,638,000 60,000
03/12/99 Atlanta / Briarcliff Rd 2,171,000 5,079,000 7,250,000 163,000
03/12/99 Decatur / N Decatur Rd 933,000 2,198,000 3,131,000 71,000
03/12/99 Douglasville / Westmoreland 453,000 1,065,000 1,518,000 35,000
03/12/99 Doraville / McElroy Rd 827,000 1,960,000 2,787,000 63,000
03/12/99 Roswell / Alpharetta 1,772,000 4,143,000 5,915,000 133,000
03/12/99 Douglasville / Duralee Lane 533,000 1,250,000 1,783,000 41,000
03/12/99 Douglasville / Highway 5 804,000 1,902,000 2,706,000 62,000
03/12/99 Forest Park / Jonesboro 659,000 1,558,000 2,217,000 51,000
03/12/99 Marietta / Whitlock 1,016,000 2,381,000 3,397,000 77,000
03/12/99 Marietta / Cobb Iv 727,000 1,742,000 2,469,000 55,000
03/12/99 Norcross / Jones Mill Rd 1,142,000 2,692,000 3,834,000 86,000
</TABLE>
F-55
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/12/99 Norcross / Dawson Blvd 1,232,000 2,874,000 19,000
03/12/99 Forest Park / Old Dixie Hwy 895,000 2,070,000 35,000
03/12/99 Decatur / Covington 1,764,000 4,116,000 25,000
03/12/99 Alpharetta / Maxwell Rd 1,075,000 2,509,000 14,000
03/12/99 Alpharetta / N. Main St 1,240,000 2,893,000 14,000
03/12/99 Atlanta / Bolton Rd 866,000 2,019,000 14,000
03/12/99 Riverdale / Georgia Hwy 85 1,075,000 2,508,000 17,000
03/12/99 Kennesaw / Rutledge Road 803,000 1,874,000 28,000
03/12/99 Lawrenceville / Buford Dr. 256,000 597,000 22,000
03/12/99 Hanover Park / W. Lake Street 1,320,000 3,081,000 15,000
03/12/99 Chicago / W. Jarvis Ave 313,000 731,000 20,000
03/12/99 Chicago / N. Broadway St 535,000 1,249,000 43,000
03/12/99 Carol Stream / Phillips Court 829,000 1,780,000 10,000
03/12/99 Winfield / Roosevelt Road 1,109,000 2,587,000 13,000
03/12/99 Schaumburg / S. Roselle Road 659,000 1,537,000 26,000
03/12/99 Tinley Park / Brennan Hwy 771,000 1,799,000 22,000
03/12/99 Schaumburg / Palmer Drive 1,333,000 3,111,000 14,000
03/12/99 Geneva / Gary Ave 1,072,000 2,501,000 17,000
03/12/99 Naperville / Lasalle Ave 1,501,000 3,502,000 59,000
03/12/99 Mobile / Hillcrest Road 554,000 1,293,000 28,000
03/12/99 Mobile / Azalea Road 517,000 1,206,000 9,000
03/12/99 Mobile / Moffat Road 537,000 1,254,000 17,000
03/12/99 Mobile / Grelot Road 804,000 1,877,000 23,000
03/12/99 Mobile / Government Blvd 407,000 950,000 22,000
03/12/99 New Orleans / Tchoupitoulas 1,092,000 2,548,000 12,000
03/12/99 Louisville / Breckenridge Lane 581,000 1,356,000 20,000
03/12/99 Louisville 554,000 1,292,000 9,000
03/12/99 Louisville / Poplar Level 463,000 1,080,000 16,000
03/12/99 Chesapeake / Western Branch 1,274,000 2,973,000 18,000
03/12/99 Centreville / Lee Hwy 1,650,000 3,851,000 35,000
03/12/99 Sterling / S. Sterling Blvd 1,282,000 2,992,000 19,000
03/12/99 Manassas / Sudley Road 776,000 1,810,000 24,000
03/12/99 Longmont / Wedgewood Ave 717,000 1,673,000 7,000
03/12/99 Fort Collins / So. College Ave 745,000 1,739,000 13,000
03/12/99 CO Springs / Parkmoor Village 620,000 1,446,000 13,000
03/12/99 CO Springs / Van Teylingen 1,216,000 2,837,000 13,000
03/12/99 Denver / So. Clinton St. 462,000 1,609,000 10,000
03/12/99 Denver / Washington St. 795,000 1,846,000 31,000
03/12/99 CO Springs / Centennial Blvd 1,352,000 3,155,000 5,000
03/12/99 Basalt / Park Ave. 1,757,000 4,099,000 4,000
03/12/99 CO Springs / Astrozon Court 810,000 1,889,000 12,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/12/99 Norcross / Dawson Blvd 1,232,000 2,893,000 4,125,000 93,000
03/12/99 Forest Park / Old Dixie Hwy 895,000 2,105,000 3,000,000 68,000
03/12/99 Decatur / Covington 1,764,000 4,141,000 5,905,000 133,000
03/12/99 Alpharetta / Maxwell Rd 1,075,000 2,523,000 3,598,000 81,000
03/12/99 Alpharetta / N. Main St 1,240,000 2,907,000 4,147,000 93,000
03/12/99 Atlanta / Bolton Rd 866,000 2,033,000 2,899,000 66,000
03/12/99 Riverdale / Georgia Hwy 85 1,075,000 2,525,000 3,600,000 81,000
03/12/99 Kennesaw / Rutledge Road 803,000 1,902,000 2,705,000 63,000
03/12/99 Lawrenceville / Buford Dr. 256,000 619,000 875,000 21,000
03/12/99 Hanover Park / W. Lake Street 1,320,000 3,096,000 4,416,000 99,000
03/12/99 Chicago / W. Jarvis Ave 313,000 751,000 1,064,000 25,000
03/12/99 Chicago / N. Broadway St 535,000 1,292,000 1,827,000 44,000
03/12/99 Carol Stream / Phillips Court 829,000 1,790,000 2,619,000 59,000
03/12/99 Winfield / Roosevelt Road 1,109,000 2,600,000 3,709,000 84,000
03/12/99 Schaumburg / S. Roselle Road 659,000 1,563,000 2,222,000 51,000
03/12/99 Tinley Park / Brennan Hwy 771,000 1,821,000 2,592,000 59,000
03/12/99 Schaumburg / Palmer Drive 1,333,000 3,125,000 4,458,000 100,000
03/12/99 Geneva / Gary Ave 1,072,000 2,518,000 3,590,000 81,000
03/12/99 Naperville / Lasalle Ave 1,501,000 3,561,000 5,062,000 115,000
03/12/99 Mobile / Hillcrest Road 554,000 1,321,000 1,875,000 43,000
03/12/99 Mobile / Azalea Road 517,000 1,215,000 1,732,000 39,000
03/12/99 Mobile / Moffat Road 537,000 1,271,000 1,808,000 41,000
03/12/99 Mobile / Grelot Road 804,000 1,900,000 2,704,000 61,000
03/12/99 Mobile / Government Blvd 407,000 972,000 1,379,000 32,000
03/12/99 New Orleans / Tchoupitoulas 1,092,000 2,560,000 3,652,000 82,000
03/12/99 Louisville / Breckenridge Lane 581,000 1,376,000 1,957,000 44,000
03/12/99 Louisville 554,000 1,301,000 1,855,000 41,000
03/12/99 Louisville / Poplar Level 463,000 1,096,000 1,559,000 36,000
03/12/99 Chesapeake / Western Branch 1,274,000 2,991,000 4,265,000 96,000
03/12/99 Centreville / Lee Hwy 1,650,000 3,886,000 5,536,000 124,000
03/12/99 Sterling / S. Sterling Blvd 1,282,000 3,011,000 4,293,000 97,000
03/12/99 Manassas / Sudley Road 776,000 1,834,000 2,610,000 59,000
03/12/99 Longmont / Wedgewood Ave 717,000 1,680,000 2,397,000 54,000
03/12/99 Fort Collins / So. College Ave 745,000 1,752,000 2,497,000 57,000
03/12/99 CO Springs / Parkmoor Village 620,000 1,459,000 2,079,000 47,000
03/12/99 CO Springs / Van Teylingen 1,216,000 2,850,000 4,066,000 91,000
03/12/99 Denver / So. Clinton St. 462,000 1,619,000 2,081,000 35,000
03/12/99 Denver / Washington St. 795,000 1,877,000 2,672,000 61,000
03/12/99 CO Springs / Centennial Blvd 1,352,000 3,160,000 4,512,000 102,000
03/12/99 Basalt / Park Ave. 1,757,000 4,103,000 5,860,000 131,000
03/12/99 CO Springs / Astrozon Court 810,000 1,901,000 2,711,000 61,000
</TABLE>
F-56
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ---------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/12/99 Arvada / 64th Ave 671,000 1,566,000 7,000
03/12/99 Golden / Simms Street 918,000 2,143,000 19,000
03/12/99 Lawrence / Haskell Ave 636,000 1,484,000 19,000
03/12/99 Overland Park / Hemlock St 1,168,000 2,725,000 5,000
03/12/99 Lenexa / Long St. 720,000 1,644,000 5,000
03/12/99 Shawnee / Hedge Lane Terrace 570,000 1,331,000 5,000
03/12/99 Mission / Foxridge Dr 1,657,000 3,864,000 7,000
03/12/99 Milwaukee / W. Dean Road 1,362,000 3,163,000 73,000
03/12/99 Columbus / Morse Road 1,415,000 3,302,000 51,000
03/12/99 Milford / Branch Hill 527,000 1,229,000 24,000
03/12/99 Fairfield / Dixie 519,000 1,211,000 26,000
03/12/99 Cincinnati / Western Hills 758,000 1,769,000 22,000
03/12/99 Austin / N. Mopac Expressway 865,000 2,791,000 11,000
03/12/99 Atlanta / Dunwoody Place 1,410,000 3,296,000 52,000
03/12/99 Kennedale/Bowman Springs 425,000 991,000 12,000
03/12/99 CO Springs/N. Powers 1,124,000 2,622,000 28,000
03/12/99 St. Louis/S. Third St 206,000 480,000 7,000
03/12/99 Orlando / L. B. McLeod Road 521,000 1,217,000 13,000
03/12/99 Jacksonville / Roosevelt Blvd. 851,000 1,986,000 28,000
03/12/99 Miami-Kendall / SW 84th Street 935,000 2,180,000 13,000
03/12/99 North Miami Beach / 69th St 1,594,000 3,720,000 34,000
03/12/99 Miami Beach / Dade Blvd 962,000 2,245,000 20,000
03/12/99 Chicago / N. Natchez Ave 1,684,000 3,930,000 7,000
03/12/99 Chicago / W. Cermak Road 1,294,000 3,019,000 158,000
03/12/99 Kansas City / State Ave 645,000 1,505,000 7,000
03/12/99 Lenexa / Santa Fe Trail Road 713,000 1,663,000 7,000
03/12/99 Waukesha / Foster Court 765,000 1,785,000 20,000
03/12/99 Chicago / West 47th St. 705,000 1,645,000 12,000
03/12/99 Carol Stream / S. Main Place 1,320,000 3,079,000 30,000
03/12/99 Carpentersville /N. Western Ave 911,000 2,120,000 28,000
03/12/99 Elgin / E. Chicago St. 570,000 2,163,000 28,000
03/12/99 Elgin / Big Timber Road 1,347,000 3,253,000 41,000
03/12/99 Chicago / S. Pulaski Road 458,000 2,118,000 36,000
03/12/99 Aurora / Business 30 900,000 2,097,000 27,000
03/12/99 River Grove / N. 5th Ave. 1,094,000 2,552,000 45,000
03/12/99 St. Charles / E. Main St. 951,000 2,220,000 45,000
03/12/99 Streamwood / Old Church Road 855,000 1,991,000 18,000
03/12/99 Mt. Prospect / Central Road 802,000 1,847,000 20,000
03/31/99 Forest Park 270,000 3,378,000 -
09/30/95 Fresno 77,000 44,000 206,000 18,000 804,000
09/30/95 Stockton 275,000 151,000 402,000 29,000 2,017,000
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
03/12/99 Arvada / 64th Ave 671,000 1,573,000 2,244,000 51,000
03/12/99 Golden / Simms Street 918,000 2,162,000 3,080,000 70,000
03/12/99 Lawrence / Haskell Ave 636,000 1,503,000 2,139,000 48,000
03/12/99 Overland Park / Hemlock St 1,168,000 2,730,000 3,898,000 88,000
03/12/99 Lenexa / Long St. 720,000 1,649,000 2,369,000 54,000
03/12/99 Shawnee / Hedge Lane Terrace 570,000 1,336,000 1,906,000 43,000
03/12/99 Mission / Foxridge Dr 1,657,000 3,871,000 5,528,000 124,000
03/12/99 Milwaukee / W. Dean Road 1,362,000 3,236,000 4,598,000 103,000
03/12/99 Columbus / Morse Road 1,415,000 3,353,000 4,768,000 108,000
03/12/99 Milford / Branch Hill 527,000 1,253,000 1,780,000 40,000
03/12/99 Fairfield / Dixie 519,000 1,237,000 1,756,000 40,000
03/12/99 Cincinnati / Western Hills 758,000 1,791,000 2,549,000 57,000
03/12/99 Austin / N. Mopac Expressway 865,000 2,802,000 3,667,000 47,000
03/12/99 Atlanta / Dunwoody Place 1,410,000 3,348,000 4,758,000 56,000
03/12/99 Kennedale/Bowman Springs 425,000 1,003,000 1,428,000 33,000
03/12/99 CO Springs/N. Powers 1,124,000 2,650,000 3,774,000 85,000
03/12/99 St. Louis/S. Third St 206,000 487,000 693,000 16,000
03/12/99 Orlando / L. B. McLeod Road 521,000 1,230,000 1,751,000 40,000
03/12/99 Jacksonville / Roosevelt Blvd. 851,000 2,014,000 2,865,000 65,000
03/12/99 Miami-Kendall / SW 84th Street 935,000 2,193,000 3,128,000 71,000
03/12/99 North Miami Beach / 69th St 1,594,000 3,754,000 5,348,000 120,000
03/12/99 Miami Beach / Dade Blvd 962,000 2,265,000 3,227,000 73,000
03/12/99 Chicago / N. Natchez Ave 1,684,000 3,937,000 5,621,000 126,000
03/12/99 Chicago / W. Cermak Road 1,294,000 3,177,000 4,471,000 102,000
03/12/99 Kansas City / State Ave 645,000 1,512,000 2,157,000 49,000
03/12/99 Lenexa / Santa Fe Trail Road 713,000 1,670,000 2,383,000 54,000
03/12/99 Waukesha / Foster Court 765,000 1,805,000 2,570,000 60,000
03/12/99 Chicago / West 47th St. 705,000 1,657,000 2,362,000 55,000
03/12/99 Carol Stream / S. Main Place 1,320,000 3,109,000 4,429,000 103,000
03/12/99 Carpentersville /N. Western Ave 911,000 2,148,000 3,059,000 72,000
03/12/99 Elgin / E. Chicago St. 570,000 2,191,000 2,761,000 58,000
03/12/99 Elgin / Big Timber Road 1,347,000 3,294,000 4,641,000 109,000
03/12/99 Chicago / S. Pulaski Road 458,000 2,154,000 2,612,000 35,000
03/12/99 Aurora / Business 30 900,000 2,124,000 3,024,000 69,000
03/12/99 River Grove / N. 5th Ave. 1,094,000 2,597,000 3,691,000 84,000
03/12/99 St. Charles / E. Main St. 951,000 2,265,000 3,216,000 73,000
03/12/99 Streamwood / Old Church Road 855,000 2,009,000 2,864,000 66,000
03/12/99 Mt. Prospect / Central Road 802,000 1,867,000 2,669,000 62,000
03/31/99 Forest Park 270,000 3,378,000 3,648,000 920,000
04/01/99 Fresno 316,000 756,000 1,072,000 401,000
05/01/99 Stockton 771,000 1,828,000 2,599,000 637,000
</TABLE>
F-57
<PAGE>
<TABLE>
<CAPTION>
Adjustments
Resulting
from
Initial Cost Costs the
--------------------------- Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------------------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
07/01/99 Pantego/W. Pioneer Pkwy 432,000 1,228,000 18,000
07/01/99 Nashville/Lafayette St 486,000 1,135,000 24,000
07/01/99 Nashville/Metroplex Dr 380,000 886,000 9,000
07/01/99 Madison / Myatt Dr 441,000 1,028,000 28,000
07/01/99 Hixson / Highway 153 488,000 1,138,000 15,000
07/01/99 Hixson / Gadd Rd 207,000 484,000 25,000
07/01/99 Red Bank / Harding Rd 452,000 1,056,000 42,000
07/01/99 Nashville/Welshwood Dr 934,000 2,179,000 44,000
07/01/99 Madison/Williams Ave 1,318,000 3,076,000 24,000
07/01/99 Nashville/McNally Dr 884,000 2,062,000 52,000
07/01/99 Hermitage/Central 646,000 1,508,000 23,000
07/01/99 Antioch/Cane Ridge Rd 353,000 823,000 23,000
09/01/99 Charlotte / Ashley Road 664,000 1,551,000 1,000
09/01/99 Raleigh / Capital Blvd 667,000 1,559,000 4,000
09/01/99 Charlotte / South Blvd. 734,000 1,715,000 6,000
09/01/99 Greensboro/W. Market St. 603,000 1,409,000 9,000
09/01/99 Raleigh / North Blvd 260,000 607,000 1,000
10/08/99 Belmont / O'Neill Ave 869,000 4,582,000 17,000
11/15/99 Memphis / Poplar Ave 1,631,000 3,062,000 237,000
12/01/99 Matthews/Matthews 937,000 3,155,000 236,000
12/01/99 Dallas / Swiss Ave 1,862,000 4,344,000 -
12/30/99 Santa Ana / MacArthur 2,657,000 3,167,000 235,000
12/30/99 Oak Park/Greenfield Rd & 8 Mile 1,184,000 2,826,000 5,000
Road
12/30/99 Tamarac Parkway - Denver, CO 1,902,000 4,467,000 -
OTHER PROPERTIES
Glendale/Western Avenue 1,622,000 3,771,000 8,445,000
11/15/95 Camarillo/Ventura Blvd 180,000 420,000 31,000
12/01/99 Burlingame 4,043,000 9,434,000 -
12/01/99 West Palm Beach 984,000 2,358,000 -
12/01/99 St. Petersburg 932,000 2,766,000 -
Construction in Progress - - 140,764,000
Vacant Land 306,000 - -
----------------------------------------------------------------------------
$29,338,000 $1,030,423,000 $2,406,922,000 $355,866,000 $169,986,000
============================================================================
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount
At December 31, 1999
Date ---------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- -----------------------------------------------------------------------------------------------------------------
STORAGE FACILITIES
<S> <C> <C> <C> <C> <C>
07/01/99 Pantego/W. Pioneer Pkwy 432,000 1,246,000 1,678,000 25,000
07/01/99 Nashville/Lafayette St 486,000 1,159,000 1,645,000 38,000
07/01/99 Nashville/Metroplex Dr 380,000 895,000 1,275,000 29,000
07/01/99 Madison / Myatt Dr 441,000 1,056,000 1,497,000 34,000
07/01/99 Hixson / Highway 153 488,000 1,153,000 1,641,000 37,000
07/01/99 Hixson / Gadd Rd 207,000 509,000 716,000 17,000
07/01/99 Red Bank / Harding Rd 452,000 1,098,000 1,550,000 35,000
07/01/99 Nashville/Welshwood Dr 934,000 2,223,000 3,157,000 71,000
07/01/99 Madison/Williams Ave 1,318,000 3,100,000 4,418,000 99,000
07/01/99 Nashville/McNally Dr 884,000 2,114,000 2,998,000 67,000
07/01/99 Hermitage/Central 646,000 1,531,000 2,177,000 49,000
07/01/99 Antioch/Cane Ridge Rd 353,000 846,000 1,199,000 27,000
09/01/99 Charlotte / Ashley Road 664,000 1,552,000 2,216,000 15,000
09/01/99 Raleigh / Capital Blvd 667,000 1,563,000 2,230,000 15,000
09/01/99 Charlotte / South Blvd. 734,000 1,721,000 2,455,000 17,000
09/01/99 Greensboro/W. Market St. 603,000 1,418,000 2,021,000 14,000
09/01/99 Raleigh / North Blvd 260,000 608,000 868,000 6,000
10/08/99 Belmont / O'Neill Ave 869,000 4,599,000 5,468,000 46,000
11/15/99 Memphis / Poplar Ave 1,631,000 3,299,000 4,930,000 11,000
12/01/99 Matthews/Matthews 937,000 3,391,000 4,328,000 11,000
12/01/99 Dallas / Swiss Ave 1,862,000 4,344,000 6,206,000 20,000
12/30/99 Santa Ana / MacArthur 2,657,000 3,402,000 6,059,000 -
12/30/99 Oak Park/Greenfield Rd & 8 Mile 1,184,000 2,831,000 4,015,000 -
Road
12/30/99 Tamarac Parkway - Denver, CO 1,902,000 4,467,000 6,369,000 -
OTHER PROPERTIES
Glendale/Western Avenue 1,617,000 12,221,000 13,838,000 4,455,000
11/15/95 Camarillo/Ventura Blvd 180,000 451,000 631,000 102,000
12/01/99 Burlingame 4,043,000 9,434,000 13,477,000 32,000
12/01/99 West Palm Beach 984,000 2,358,000 3,342,000 91,000
12/01/99 St. Petersburg 932,000 2,766,000 3,698,000 98,000
Construction in Progress - 140,764,000 140,764,000 -
Vacant Land 306,000 - 306,000 -
---------------------------------------------------------------
$1,036,958,000 $2,926,239,000 $3,963,197,000 $533,412,000
===============================================================
</TABLE>
F-58
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF
9.5% CUMULATIVE PREFERRED STOCK, SERIES N
OF
PUBLIC STORAGE, INC.
--------------------
[As Filed in the Office of the Secretary of State of the State of California
on March 17, 2000]
The undersigned, Harvey Lenkin and Sarah Hass, President and
Secretary, respectively, of PUBLIC STORAGE, INC., a California corporation, do
hereby certify:
FIRST: The Restated Articles of Incorporation of the
Corporation authorize the issuance of 50,000,000 shares of stock designated
"preferred shares," issuable from time to time in one or more series, and
authorize the Board of Directors to fix the number of shares constituting any
such series, and to determine or alter the dividend rights, dividend rate,
conversion rights, voting rights, right and terms of redemption (including,
without limitation, sinking fund provisions), the redemption price or prices and
the liquidation preference of any wholly unissued series of such preferred
shares, and the number of shares constituting any such series.
SECOND: The Board of Directors of the Corporation did duly
adopt the resolutions attached hereto as Exhibit A and incorporated herein by
reference authorizing and providing for the creation of a series of preferred
shares to be known as "9.5% Cumulative Preferred Stock, Series "N" consisting of
9,600 shares, none of the shares of such series having been issued.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this
certificate this 17th day of March, 2000.
/S/ HARVEY LENKIN
-----------------
Harvey Lenkin
President
/S/ SARAH HASS
--------------
Sarah Hass
Secretary
<PAGE>
EXHIBIT A
RESOLUTION OF THE BOARD OF DIRECTORS
OF PUBLIC STORAGE, INC.
ESTABLISHING A SERIES OF 9.5% CUMULATIVE
PREFERRED STOCK, SERIES N
RESOLVED that pursuant to the authority conferred upon the
Board of Directors by Article III of the Restated Articles of Incorporation of
this Corporation, there is hereby established a series of the authorized
preferred shares of this Corporation having a par value of $.01 per share, which
series shall be designated "9.5% Cumulative Preferred Stock, Series N," shall
consist of 9,600 shares and shall have the following rights, preferences and
privileges:
(a) Dividend Rights.
(1) Dividends shall be payable in cash on each share of this
Series when, as and if declared by the Board of Directors, out of funds legally
available therefor (i) for the period (the "INITIAL DIVIDEND PERIOD") from and
including the date of issuance of such share (the "ISSUE DATE") to but excluding
the first day of the first calendar quarter occurring after the Issue Date and
(ii) for each quarterly dividend period thereafter (the Initial Dividend Period
and each quarterly dividend period being hereinafter individually referred to as
a "DIVIDEND PERIOD" and collectively referred to as "DIVIDEND PERIODS"), which
quarterly Dividend Periods shall be in four equal amounts and shall commence on
January 1, April 1, July 1 and October 1 in each year (each, a "DIVIDEND PERIOD
COMMENCEMENT DATE"), commencing on the first day of the first calendar quarter
occurring after the Issue Date, and shall end on and include the day next
preceding the next Dividend Period Commencement Date, at a rate per annum equal
to 9.5% of the $25,000 per share stated value thereof (the "DIVIDEND RATE").
Dividends on each share of this Series shall be cumulative from the Issue Date
and shall be payable (i) quarterly, in arrears, on or before the last day of
each Dividend Period and (ii) in the event of redemption, on the applicable
redemption date; provided, that if any such day shall be a Saturday, Sunday, or
a day on which banking institutions in the State of New York or the State of
California are authorized or obligated by law to close, or a day which is or is
declared a national or a New York or California state holiday (any of the
foregoing a "NON-BUSINESS DAY"), then the payment date shall be the next
succeeding day which is not a Non-Business Day. Each such dividend shall be paid
to the holders of record of shares of this Series as they appear on the stock
register of the Corporation on such record date, not more than 45 days nor less
than 15 days preceding the payment date thereof, as shall be fixed by the Board
of Directors. Dividends on account of arrears for any past Dividend Periods may
be declared and paid at any time, without reference to any regular dividend
payment date, to holders of record on such date, not more than 45 days nor less
than 15 days preceding the payment date thereof, as may be fixed by the Board of
Directors. After full cumulative dividends on this Series have been paid or
declared and funds therefor irrevocably deposited in trust for immediate
payment, including for the then current Dividend Period, the holders of shares
of this Series will not be entitled to any further dividends with respect to
that Dividend Period.
(2) Dividends payable on shares of this Series for any period
greater or less than a full Dividend Period, including the Initial Dividend
Period, shall be computed on the basis of a 360-day year consisting of twelve
30-day months.
(3) The Corporation shall not declare or pay or set apart for
payment any dividends on any series of preferred shares ranking, as to
dividends, on a parity with or junior to the shares of this Series as to
dividends or upon liquidation unless full cumulative dividends with respect to
shares of this Series have been or contemporaneously are declared and paid, or
declared and a sum sufficient for payment thereof irrevocably deposited in trust
for immediate payment, for all Dividend Periods terminating on or prior to the
date of payment of any such dividends on such other series of preferred shares.
When dividends are not paid in full upon the shares of this Series and any other
series of preferred shares ranking on a parity therewith as to dividends
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(including, without limitation, the shares of the Corporation's 10% Cumulative
Preferred Stock, Series A (the "SERIES A PREFERRED STOCK"), 9.20% Cumulative
Preferred Stock, Series B (the "SERIES B PREFERRED STOCK"), 9.50% Cumulative
Preferred Stock, Series D (the "SERIES D PREFERRED STOCK"), 10% Cumulative
Preferred Stock, Series E (the "SERIES E PREFERRED STOCK"), 9.75% Cumulative
Preferred Stock, Series F (the "SERIES F PREFERRED STOCK"), 8-7/8% Cumulative
Preferred Stock, Series G (the "SERIES G PREFERRED STOCK"), 8.45% Cumulative
Preferred Stock, Series H (the "SERIES H PREFERRED STOCK"), 8-5/8% Cumulative
Preferred Stock, Series I (the "SERIES I PREFERRED Stock"), 8% Cumulative
Preferred Stock, Series J (the "SERIES J PREFERRED STOCK"), 8 1/4% Cumulative
Preferred Stock, Series K (the "SERIES K PREFERRED STOCK"), 8 1/4% Cumulative
Preferred Stock, Series L (the "SERIES L PREFERRED STOCK"), 8.75% Cumulative
Preferred Stock, Series M (the "SERIES M PREFERRED STOCK") and Adjustable Rate
Cumulative Preferred Stock, Series C (the "ADJUSTABLE RATE PREFERRED STOCK")),
all dividends declared upon shares of this Series and any other series of
preferred shares ranking on a parity therewith as to dividends shall be declared
pro rata so that the amount of dividends declared per share on the shares of
this Series and such other series of preferred shares shall in all cases bear to
each other that same ratio that the accumulated dividends per share on the
shares of this Series and such other series of preferred shares bear to each
other. Except as provided in the preceding sentence, unless full cumulative
dividends on the shares of this Series have been paid for all past Dividend
Periods, no dividends (other than in shares of the Corporation's common stock,
par value $.10 per share (together with any other shares of capital stock of the
Corporation into which such shares shall be reclassified or changed ("COMMON
SHARES"), or another stock ranking junior to the shares of this Series as to
dividends and upon liquidation) shall be declared or paid or set aside for
payment nor shall any other distribution be made upon the Common Shares or on
any other stock of the Corporation ranking junior to or on a parity with the
shares of this Series as to dividends or upon liquidation. Unless full
cumulative dividends on the shares of this Series have been paid for all past
Dividend Periods, no Common Shares or any other stock of the Corporation ranking
junior to or on a parity with the shares of this Series as to dividends or upon
liquidation shall be redeemed, purchased, or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Corporation or any
subsidiary, except by conversion into or exchange for stock of the Corporation
ranking junior to the shares of this Series as to dividends and upon
liquidation.
(b) Liquidation.
In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the holders of shares of this
Series are entitled to receive out of the assets of the Corporation available
for distribution to shareholders, before any distribution of assets is made to
holders of Common Shares or any other class or series of shares ranking junior
to the shares of this Series upon liquidation, liquidating distributions in the
amount of $25,000 per share plus all accumulated and unpaid dividends (whether
or not earned or declared) for the then current and all past Dividend Periods.
If, upon any voluntary or involuntary liquidation, dissolution, or winding up of
the Corporation the amounts payable with respect to the shares of this Series
and any other shares of the Corporation ranking as to any such distribution on a
parity with the shares of this Series are not paid in full, the holders of
shares of this Series and of such other shares (including, without limitation,
the shares of Series A, Series B, Series D, Series E, Series F, Series G, Series
H, Series I, Series J, Series K, Series L and Series M Preferred Stock and
Adjustable Rate Preferred Stock) will share ratably in any such distribution of
assets of the Corporation in proportion to the full respective preferential
amounts to which they are entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the holders of shares of
this Series will not be entitled to any further participation in any
distribution of assets by the Corporation.
(1) Written notice of any such liquidation, dissolution or
winding up of the Corporation, stating the payment date or dates when, and the
place or places where the amounts distributable in such circumstances shall be
payable, shall be given by first class mail, postage pre-paid, not less than 30
nor more than 60 days prior to the payment date stated therein, to each record
holder of the shares of this Series at the respective addresses of such holders
as the same shall appear on the stock transfer records of the Corporation.
(2) For purposes of liquidation rights, a reorganization (as
defined in Section 181 of the California Corporations Code) or consolidation or
merger of the Corporation with or into any other corporation or corporations or
a sale of all or substantially all of the assets of the Corporation shall be
deemed not to be a liquidation, dissolution or winding up of the Corporation.
3
<PAGE>
(c) Redemption.
(1) Except as provided in clause (9) below, the shares of this
Series are not redeemable prior to March 17, 2005. On and after such date, the
shares of this Series are redeemable at the option of the Corporation, by
resolution of the Board of Directors, in whole or in part, from time to time
upon not less than 30 nor more than 60 days' notice, at a cash redemption price
of $25,000 per share plus all accumulated and unpaid dividends (whether or not
earned or declared) to the date of redemption.
(2) If fewer than all the outstanding shares of this Series
are to be redeemed, the number of shares to be redeemed will be determined by
the Board of Directors, and such shares shall be redeemed pro rata from the
holders of record of such shares in proportion to the number of such shares held
by such holders (with adjustments to avoid redemption of fractional shares).
(3) Notwithstanding the foregoing, if any dividends, including
any accumulation, on the shares of this Series are in arrears, no shares of this
Series shall be redeemed unless all outstanding shares of this Series are
simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire, directly or indirectly, any shares of this Series; provided, however,
that the foregoing shall not prevent the purchase or acquisition of shares of
this Series pursuant to a purchase or exchange offer provided such offer is made
on the same terms to all holders of shares of this Series.
(4) Immediately prior to any redemption of shares of this
Series, the Corporation shall pay, in cash, any accumulated and unpaid dividends
through the redemption date, unless a redemption date falls after a dividend
payment record date and prior to the corresponding dividend payment date, in
which case each holder of shares of this Series at the close of business on such
dividend payment record date shall be entitled to the dividend payable on such
shares on the corresponding dividend payment date notwithstanding the redemption
of such shares before such dividend payment date. Except as expressly provided
herein above, the Corporation shall make no payment or allowance for unpaid
dividends, whether or not in arrears, on shares of this Series called for
redemption.
(5) Notice of redemption shall be given by publication in a
newspaper of general circulation in the County of Los Angeles and The City of
New York, such publication to be made once a week for two successive weeks,
commencing not less than 30 nor more than 60 days prior to the date fixed for
redemption thereof. A similar notice will be mailed by the Company by first
class mail, postage pre-paid, to each record holder of the shares of this Series
to be redeemed, not less than 30 nor more than 60 days prior to such redemption
date, to the respective addresses of such holders as the same shall appear on
the stock transfer records of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of this Series to be redeemed; (iii)
the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accumulate on such
redemption date. If fewer than all the shares of this Series held by any holder
are to be redeemed, the notice mailed to such holder shall also specify the
number of shares of this Series to be redeemed from such holder.
(6) In order to facilitate the redemption of shares of this
Series, the Board of Directors may fix a record date for the determination of
the shares to be redeemed, such record date to be not less than 30 nor more than
60 days prior to the date fixed for such redemption.
(7) Notice having been given as provided above, from and after
the date fixed for the redemption of shares of this Series by the Corporation
(unless the Corporation shall fail to make available the money necessary to
effect such redemption), the holders of shares selected for redemption shall
cease to be shareholders with respect to such shares and shall have no interest
in or claim against the Corporation by virtue thereof and shall have no voting
or other rights with respect to such shares, except the right to receive the
moneys payable upon such redemption from the Corporation, less any required tax
withholding amount, without interest thereon, upon surrender (and endorsement or
assignment of transfer, if required by the Corporation and so stated in the
notice) of their certificates, and the shares represented thereby shall no
longer be deemed to be outstanding. If fewer than all the shares represented by
a certificate are redeemed, a new certificate shall be issued, without cost to
the holder thereof, representing the unredeemed shares. The Corporation may, at
its option, at any time after a notice of redemption has been given, deposit the
redemption price for the shares of this Series designated for redemption and not
4
<PAGE>
yet redeemed, plus any accumulated and unpaid dividends thereon to the date
fixed for redemption, with the transfer agent or agents for this Series, as a
trust fund for the benefit of the holders of the shares of this Series
designated for redemption, together with irrevocable instructions and authority
to such transfer agent or agents that such funds be delivered upon redemption of
such shares and to pay, on and after the date fixed for redemption or prior
thereto, the redemption price of the shares to their respective holders upon the
surrender of their share certificates. From and after the making of such
deposit, the holders of the shares designated for redemption shall cease to be
shareholders with respect to such shares and shall have no interest in or claim
against the Corporation by virtue thereof and shall have no voting or other
rights with respect to such shares, except the right to receive from such trust
fund the moneys payable upon such redemption, without interest thereon, upon
surrender (and endorsement, if required by the Corporation) of their
certificates, and the shares represented thereby shall no longer be deemed to be
outstanding. Any balance of such moneys remaining unclaimed at the end of the
five-year period commencing on the date fixed for redemption shall be repaid to
the Corporation upon its request expressed in a resolution of its Board of
Directors.
(8) Any shares of this Series that shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued preferred shares, without designation as to series until such shares
are once more designated as part of a particular series by the Board of
Directors.
(9) If the Board of Directors of the Corporation shall, at any
time and in good faith, be of the opinion that ownership of securities of the
Corporation has or may become concentrated to an extent that may prevent the
Corporation from qualifying as a real estate investment trust under the REIT
Provisions of the Internal Revenue Code, then the Board of Directors shall have
the power, by lot or other means deemed equitable by them to prevent the
transfer of and/or to call for redemption a number of shares of this Series
sufficient, in the opinion of the Board of Directors, to maintain or bring the
direct or indirect ownership thereof into conformity with the requirements of
such a real estate investment trust under the REIT Provisions of the Internal
Revenue Code. The redemption price to be paid for shares of this Series so
called for redemption, on the date fixed for redemption, shall be the average of
the highest bid and the lowest asked quotations on the last business day prior
to the redemption date as reported by the National Quotation Bureau,
Incorporated or a similar organization selected from time to time by the
Corporation or if there be no such bid and asked quotations, as determined by
the Board of Directors in good faith; provided that if interests in shares of
this Series are represented by depositary shares, then the redemption price
shall be determined in accordance with the foregoing, but with respect to one
depositary share, multiplied by the number of depositary shares that together
represent an interest in one share of this Series. From and after the date fixed
for redemption by the Board of Directors, the holder of any shares of this
Series so called for redemption shall cease to be entitled to any distributions,
voting rights and other benefits with respect to such shares of this Series,
other than the right to payment of the redemption price determined as aforesaid.
"REIT Provisions of the Internal Revenue Code" shall mean Sections 856 through
860 of the Internal Revenue Code of 1986, as amended. In order to exercise the
redemption option set forth in this clause (9), with respect to the shares of
this Series, the Corporation shall give notice of redemption by publication in a
newspaper of general circulation in the County of Los Angeles and The City of
New York, such publication to be made once a week for two successive weeks,
commencing not less than 30 nor more than 60 days prior to the date fixed for
redemption. A similar notice will be mailed by the Corporation by first class
mail, postage pre-paid, to each record holder of the shares of this Series to be
redeemed, not less than 30 nor more than 60 days prior to such redemption date,
to the respective addresses of such holders as the same shall appear on the
stock transfer records of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of this Series to be redeemed; (iii)
the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accumulate on such
redemption date. If fewer than all the shares of this Series held by any holder
are to be redeemed, the notice mailed to such holder shall also specify the
number of shares of this Series to be redeemed from such holder.
(d) Maintenance of Debt Ratio. Without the affirmative vote or
the written consent of the holders of a majority of the shares of this Series,
the Corporation will not take any action that would result in a ratio of Debt to
Assets (the "Debt Ratio") in excess of 50%.
"DEBT" means, as of any date of determination, all liabilities
that should, in accordance with GAAP, be reflected as a liability on the
consolidated balance sheet of the Corporation as of such date of determination;
5
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PROVIDED, HOWEVER, that "Debt" shall not include liabilities included in the
consolidated balance sheet under the headings "accrued and other liabilities" or
"minority interest" to the extent that the inclusion of such liabilities under
such headings is consistent with the Corporation's past practice.
"ASSETS" means, as of any date of determination, all assets
that should, in accordance with GAAP, be reflected as an asset on the
consolidated balance sheet of the Corporation as of such date of determination.
"GAAP" means generally accepted accounting principles as in
effect in the United States of America from time to time, consistently applied.
(e) Voting Rights. The shares of this Series shall not have
any voting powers either general or special, except as required by law, except
as set forth in Section (d) hereof and except that:
(1) (A) If the Corporation shall fail to pay full cumulative
dividends on the shares of this Series or any other of its preferred shares for
six quarterly dividend payment periods, whether or not consecutive (a "DIVIDEND
DEFAULT"), the holders of all outstanding preferred shares, voting as a single
class without regard to series, will be entitled to elect two Directors until
full cumulative dividends for all past dividend payment periods on all preferred
shares have been paid or declared and funds therefor set apart for payment. Such
right to vote separately as a class to elect Directors shall, when vested, be
subject, always, to the same provisions for the vesting of such right to elect
Directors separately as a class in the case of future Dividend Defaults. At any
time when such right to elect Directors separately as a class shall have so
vested, the Corporation may, and upon the written request of the holders of
record of not less than 20% of the total number of preferred shares of the
Corporation then outstanding shall, call a special meeting of stockholders for
the election of Directors. In the case of such a written request, such special
meeting shall be held within 90 days after the delivery of such request and, in
either case, at the place and upon the notice provided by law and in the Bylaws
of the Corporation, provided that the Corporation shall not be required to call
such a special meeting if such request is received less than 120 days before the
date fixed for the next ensuing Annual Meeting of Shareholders of the
Corporation and the holders of all classes of outstanding preferred shares are
afforded the opportunity to elect such Directors (or fill any vacancy) at such
Annual Meeting of Shareholders. Directors elected as aforesaid shall serve until
the next Annual Meeting of Shareholders of the Corporation or until their
respective successors shall be elected and qualified. If, prior to the end of
the term of any Director elected as aforesaid, a vacancy in the office of such
Director shall occur during the continuance of a Dividend Default by reason of
death, resignation, or disability, such vacancy shall be filled for the
unexpired term by the appointment of a new Director for the unexpired term of
such former Director, such appointment to be made by the remaining Director
elected as aforesaid.
(B) In addition to the right to elect Directors set forth in
clause (A) above, if, without the affirmative vote or the written consent of the
holders of a majority of the shares of this Series, on the last day of two
consecutive fiscal quarters of the Corporation, the Debt Ratio exceeds 50% (a
"DEBT RATIO DEFAULT"), the holders of all outstanding shares of this Series,
voting as a single class, will be entitled to elect two Directors until the Debt
Ratio as of the last day of a fiscal quarter of the Corporation is reduced to
50% or less. Such right to vote separately as a class to elect Directors shall,
when vested, be subject, always, to the same provisions for the vesting of such
right to elect Directors separately as a class in the case of future Debt Ratio
Defaults. At any time when such right to elect Directors separately as a class
shall have so vested, the Corporation may, and upon the written request of the
holders of record of not less than 20% of the total number of shares of this
Series then outstanding shall, call a special meeting of stockholders for the
election of Directors. In the case of such a written request, such special
meeting shall be held within 90 days after the delivery of such request and, in
either case, at the place and upon the notice provided by law and in the Bylaws
of the Corporation, provided that the corporation shall not be required to call
such a special meeting if such request is received less than 120 days before the
date fixed for the next ensuing Annual Meeting of Shareholders of the
Corporation and the holders of shares of this Series are afforded the
opportunity to elect such Directors (or fill any vacancy) at such Annual Meeting
of Shareholders. Directors elected as aforesaid shall serve until the next
Annual Meeting of Shareholders of the Corporation or until their respective
successors shall be elected and qualified. If, prior to the end of the term of
any Director elected as aforesaid, a vacancy in the office of such Director
shall occur during the continuance of a Debt Ratio Default by reason of death,
resignation, or disability, such vacancy shall be filled for the unexpired term
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by the appointment of a new Director for the unexpired term of such former
Director, such appointment to be made by the remaining Director elected as
aforesaid.
(2) The affirmative vote or consent of the holders of at least
662/3% of the outstanding shares of this Series, voting separately as a class,
will be required for any amendment to the Articles of Incorporation of the
Corporation that will adversely alter or change the powers, preferences,
privileges or rights of the shares of this Series, except as set forth below.
The affirmative vote or consent of the holders of (i) at least 50% of the
outstanding shares of this Series, voting separately as a class, and (ii) at
least 662/3% of the outstanding shares of this Series and any other series of
preferred shares ranking on a parity with this Series as to dividends and upon
liquidation (including, without limitation, the shares of Series A, Series B,
Series D, Series E, Series F, Series G, Series H, Series I, Series J, Series K,
Series L and Series M Preferred Stock and Adjustable Rate Preferred Stock),
voting as a single class without regard to series, will be required to issue,
authorize or increase the authorized amount of any class or series of shares
ranking prior to this Series as to dividends or upon liquidation or to issue or
authorize any obligation or security convertible into or evidencing a right to
purchase any such security, but the Articles of Incorporation may be amended to
increase the number of authorized preferred shares ranking on a parity with or
junior to this Series or to create another class of preferred shares ranking on
a parity with or junior to this Series without the vote of the holders of
outstanding shares of this Series.
(3) The affirmative vote or consent of the holders of a
majority of the outstanding shares of this Series, voting separately as a class,
will be required for any amendment or repeal of the following provisions of the
Bylaws of the Corporation, which would be adverse to the interests of the
holders of shares of this Series, and for any other changes to the Bylaws of the
Corporation that affect these provisions in a manner which would be adverse to
the interests of the holders of shares of this Series: Article IV, Section 2
(relating to the Corporation's permissible Asset Coverage), Article VIII,
Section 2(g) and (h) (relating to the Corporation's investment policy) and each
of the defined terms used in any of the foregoing provisions.
(4) Except to the extent required pursuant to clause (3)
above, nothing herein shall be taken to require a class vote or consent in
connection with the authorization, designation, increase or issuance of any
shares of any class or series (including additional preferred shares of any
series) that rank junior to or on a parity with this Series as to dividends and
liquidation rights or in connection with the authorization, designation,
increase or issuance of any bonds, mortgages, debentures or other debt
obligations of the Corporation.
(5) The right to elect Directors set forth in clause (1)(B)
above is not intended to be the exclusive remedy of holders of the shares of
this Series in the event of a Debt Ratio Default.
(f) Conversion. The shares of this Series are not convertible
into shares of any other class or series of the capital stock of the
Corporation.
7
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF
9.125% CUMULATIVE PREFERRED STOCK, SERIES O
OF
PUBLIC STORAGE, INC.
[As Filed in the Office of the Secretary of State of the State of California
on March 29, 2000]
The undersigned, David Goldberg and Sarah Hass, Senior Vice
President and Secretary, respectively, of PUBLIC STORAGE, INC., a California
corporation, do hereby certify:
FIRST: The Restated Articles of Incorporation of the
Corporation authorize the issuance of 50,000,000 shares of stock designated
"preferred shares," issuable from time to time in one or more series, and
authorize the Board of Directors to fix the number of shares constituting any
such series, and to determine or alter the dividend rights, dividend rate,
conversion rights, voting rights, right and terms of redemption (including,
without limitation, sinking fund provisions), the redemption price or prices and
the liquidation preference of any wholly unissued series of such preferred
shares, and the number of shares constituting any such series.
SECOND: The Board of Directors of the Corporation did duly
adopt the resolutions attached hereto as Exhibit A and incorporated herein by
reference authorizing and providing for the creation of a series of preferred
shares to be known as "9.125% Cumulative Preferred Stock, Series O" consisting
of 4,000 shares, none of the shares of such series having been issued.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this
certificate this 29th day of March, 2000.
/S/ DAVID GOLDBERG
------------------
David Goldberg
Senior Vice President
/S/ SARAH HASS
--------------
Sarah Hass
Secretary
<PAGE>
EXHIBIT A
RESOLUTION OF THE BOARD OF DIRECTORS
OF PUBLIC STORAGE, INC.
ESTABLISHING A SERIES OF 9.125% CUMULATIVE
PREFERRED STOCK, SERIES O
RESOLVED that pursuant to the authority conferred upon the
Board of Directors by Article III of the Restated Articles of Incorporation of
this Corporation, there is hereby established a series of the authorized
preferred shares of this Corporation having a par value of $.01 per share, which
series shall be designated "9.125% Cumulative Preferred Stock, Series O," shall
consist of 4,000 shares and shall have the following rights, preferences and
privileges:
(a) Dividend Rights.
(1) Dividends shall be payable in cash on each share of this
Series when, as and if declared by the Board of Directors, out of funds legally
available therefor (i) for the period (the "INITIAL DIVIDEND PERIOD") from and
including the date of issuance of such share (the "ISSUE DATE") to but excluding
the first day of the first calendar quarter occurring after the Issue Date and
(ii) for each quarterly dividend period thereafter (the Initial Dividend Period
and each quarterly dividend period being hereinafter individually referred to as
a "DIVIDEND PERIOD" and collectively referred to as "DIVIDEND PERIODS"), which
quarterly Dividend Periods shall be in four equal amounts and shall commence on
January 1, April 1, July 1 and October 1 in each year (each, a "DIVIDEND PERIOD
COMMENCEMENT DATE"), commencing on the first day of the first calendar quarter
occurring after the Issue Date, and shall end on and include the day next
preceding the next Dividend Period Commencement Date, at a rate per annum equal
to 9.5% of the $25,000 per share stated value thereof (the "DIVIDEND RATE").
Dividends on each share of this Series shall be cumulative from the Issue Date
and shall be payable (i) quarterly, in arrears, on or before the last day of
each Dividend Period and (ii) in the event of redemption, on the applicable
redemption date; provided, that if any such day shall be a Saturday, Sunday, or
a day on which banking institutions in the State of New York or the State of
California are authorized or obligated by law to close, or a day which is or is
declared a national or a New York or California state holiday (any of the
foregoing a "NON-BUSINESS DAY"), then the payment date shall be the next
succeeding day which is not a Non-Business Day. Each such dividend shall be paid
to the holders of record of shares of this Series as they appear on the stock
register of the Corporation on such record date, not more than 45 days nor less
than 15 days preceding the payment date thereof, as shall be fixed by the Board
of Directors. Dividends on account of arrears for any past Dividend Periods may
be declared and paid at any time, without reference to any regular dividend
payment date, to holders of record on such date, not more than 45 days nor less
than 15 days preceding the payment date thereof, as may be fixed by the Board of
Directors. After full cumulative dividends on this Series have been paid or
declared and funds therefor irrevocably deposited in trust for immediate
payment, including for the then current Dividend Period, the holders of shares
of this Series will not be entitled to any further dividends with respect to
that Dividend Period.
(2) Dividends payable on shares of this Series for any period
greater or less than a full Dividend Period, including the Initial Dividend
Period, shall be computed on the basis of a 360-day year consisting of twelve
30-day months.
(3) The Corporation shall not declare or pay or set apart for
payment any dividends on any series of preferred shares ranking, as to
dividends, on a parity with or junior to the shares of this Series as to
dividends or upon liquidation unless full cumulative dividends with respect to
shares of this Series have been or contemporaneously are declared and paid, or
declared and a sum sufficient for payment thereof irrevocably deposited in trust
for immediate payment, for all Dividend Periods terminating on or prior to the
date of payment of any such dividends on such other series of preferred shares.
When dividends are not paid in full upon the shares of this Series and any other
series of preferred shares ranking on a parity therewith as to dividends
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(including, without limitation, the shares of the Corporation's 10% Cumulative
Preferred Stock, Series A (the "SERIES A PREFERRED STOCK"), 9.20% Cumulative
Preferred Stock, Series B (the "SERIES B PREFERRED STOCK"), 9.50% Cumulative
Preferred Stock, Series D (the "SERIES D PREFERRED STOCK"), 10% Cumulative
Preferred Stock, Series E (the "SERIES E PREFERRED STOCK"), 9.75% Cumulative
Preferred Stock, Series F (the "SERIES F PREFERRED STOCK"), 8-7/8% Cumulative
Preferred Stock, Series G (the "SERIES G PREFERRED STOCK"), 8.45% Cumulative
Preferred Stock, Series H (the "SERIES H PREFERRED STOCK"), 8-5/8% Cumulative
Preferred Stock, Series I (the "SERIES I PREFERRED Stock"), 8% Cumulative
Preferred Stock, Series J (the "SERIES J PREFERRED STOCK"), 8 1/4% Cumulative
Preferred Stock, Series K (the "SERIES K PREFERRED STOCK"), 8 1/4% Cumulative
Preferred Stock, Series L (the "SERIES L PREFERRED STOCK"), 8.75% Cumulative
Preferred Stock, Series M (the "SERIES M PREFERRED STOCK"), 9.5% Cumulative
Preferred Stock, Series N (the "SERIES N PREFERRED STOCK") and Adjustable Rate
Cumulative Preferred Stock, Series C (the "ADJUSTABLE RATE PREFERRED STOCK")),
all dividends declared upon shares of this Series and any other series of
preferred shares ranking on a parity therewith as to dividends shall be declared
pro rata so that the amount of dividends declared per share on the shares of
this Series and such other series of preferred shares shall in all cases bear to
each other that same ratio that the accumulated dividends per share on the
shares of this Series and such other series of preferred shares bear to each
other. Except as provided in the preceding sentence, unless full cumulative
dividends on the shares of this Series have been paid for all past Dividend
Periods, no dividends (other than in shares of the Corporation's common stock,
par value $.10 per share (together with any other shares of capital stock of the
Corporation into which such shares shall be reclassified or changed ("COMMON
SHARES"), or another stock ranking junior to the shares of this Series as to
dividends and upon liquidation) shall be declared or paid or set aside for
payment nor shall any other distribution be made upon the Common Shares or on
any other stock of the Corporation ranking junior to or on a parity with the
shares of this Series as to dividends or upon liquidation. Unless full
cumulative dividends on the shares of this Series have been paid for all past
Dividend Periods, no Common Shares or any other stock of the Corporation ranking
junior to or on a parity with the shares of this Series as to dividends or upon
liquidation shall be redeemed, purchased, or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Corporation or any
subsidiary, except by conversion into or exchange for stock of the Corporation
ranking junior to the shares of this Series as to dividends and upon
liquidation.
(b) Liquidation.
In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the holders of shares of this
Series are entitled to receive out of the assets of the Corporation available
for distribution to shareholders, before any distribution of assets is made to
holders of Common Shares or any other class or series of shares ranking junior
to the shares of this Series upon liquidation, liquidating distributions in the
amount of $25,000 per share plus all accumulated and unpaid dividends (whether
or not earned or declared) for the then current and all past Dividend Periods.
If, upon any voluntary or involuntary liquidation, dissolution, or winding up of
the Corporation the amounts payable with respect to the shares of this Series
and any other shares of the Corporation ranking as to any such distribution on a
parity with the shares of this Series are not paid in full, the holders of
shares of this Series and of such other shares (including, without limitation,
the shares of Series A, Series B, Series D, Series E, Series F, Series G, Series
H, Series I, Series J, Series K, Series L, Series M and Series N Preferred Stock
and Adjustable Rate Preferred Stock) will share ratably in any such distribution
of assets of the Corporation in proportion to the full respective preferential
amounts to which they are entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the holders of shares of
this Series will not be entitled to any further participation in any
distribution of assets by the Corporation.
(1) Written notice of any such liquidation, dissolution or
winding up of the Corporation, stating the payment date or dates when, and the
place or places where the amounts distributable in such circumstances shall be
payable, shall be given by first class mail, postage pre-paid, not less than 30
nor more than 60 days prior to the payment date stated therein, to each record
holder of the shares of this Series at the respective addresses of such holders
as the same shall appear on the stock transfer records of the Corporation.
(2) For purposes of liquidation rights, a reorganization (as
defined in Section 181 of the California Corporations Code) or consolidation or
merger of the Corporation with or into any other corporation or corporations or
a sale of all or substantially all of the assets of the Corporation shall be
deemed not to be a liquidation, dissolution or winding up of the Corporation.
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(c) Redemption.
----------
(1) Except as provided in clause (9) below, the shares of this
Series are not redeemable prior to March 29, 2005. On and after such date, the
shares of this Series are redeemable at the option of the Corporation, by
resolution of the Board of Directors, in whole or in part, from time to time
upon not less than 30 nor more than 60 days' notice, at a cash redemption price
of $25,000 per share plus all accumulated and unpaid dividends (whether or not
earned or declared) to the date of redemption.
(2) If fewer than all the outstanding shares of this Series
are to be redeemed, the number of shares to be redeemed will be determined by
the Board of Directors, and such shares shall be redeemed pro rata from the
holders of record of such shares in proportion to the number of such shares held
by such holders (with adjustments to avoid redemption of fractional shares).
(3) Notwithstanding the foregoing, if any dividends, including
any accumulation, on the shares of this Series are in arrears, no shares of this
Series shall be redeemed unless all outstanding shares of this Series are
simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire, directly or indirectly, any shares of this Series; provided, however,
that the foregoing shall not prevent the purchase or acquisition of shares of
this Series pursuant to a purchase or exchange offer provided such offer is made
on the same terms to all holders of shares of this Series.
(4) Immediately prior to any redemption of shares of this
Series, the Corporation shall pay, in cash, any accumulated and unpaid dividends
through the redemption date, unless a redemption date falls after a dividend
payment record date and prior to the corresponding dividend payment date, in
which case each holder of shares of this Series at the close of business on such
dividend payment record date shall be entitled to the dividend payable on such
shares on the corresponding dividend payment date notwithstanding the redemption
of such shares before such dividend payment date. Except as expressly provided
herein above, the Corporation shall make no payment or allowance for unpaid
dividends, whether or not in arrears, on shares of this Series called for
redemption.
(5) Notice of redemption shall be given by publication in a
newspaper of general circulation in the County of Los Angeles and The City of
New York, such publication to be made once a week for two successive weeks,
commencing not less than 30 nor more than 60 days prior to the date fixed for
redemption thereof. A similar notice will be mailed by the Company by first
class mail, postage pre-paid, to each record holder of the shares of this Series
to be redeemed, not less than 30 nor more than 60 days prior to such redemption
date, to the respective addresses of such holders as the same shall appear on
the stock transfer records of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of this Series to be redeemed; (iii)
the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accumulate on such
redemption date. If fewer than all the shares of this Series held by any holder
are to be redeemed, the notice mailed to such holder shall also specify the
number of shares of this Series to be redeemed from such holder.
(6) In order to facilitate the redemption of shares of this
Series, the Board of Directors may fix a record date for the determination of
the shares to be redeemed, such record date to be not less than 30 nor more than
60 days prior to the date fixed for such redemption.
(7) Notice having been given as provided above, from and after
the date fixed for the redemption of shares of this Series by the Corporation
(unless the Corporation shall fail to make available the money necessary to
effect such redemption), the holders of shares selected for redemption shall
cease to be shareholders with respect to such shares and shall have no interest
in or claim against the Corporation by virtue thereof and shall have no voting
or other rights with respect to such shares, except the right to receive the
moneys payable upon such redemption from the Corporation, less any required tax
withholding amount, without interest thereon, upon surrender (and endorsement or
assignment of transfer, if required by the Corporation and so stated in the
notice) of their certificates, and the shares represented thereby shall no
longer be deemed to be outstanding. If fewer than all the shares represented by
a certificate are redeemed, a new certificate shall be issued, without cost to
the holder thereof, representing the unredeemed shares. The Corporation may, at
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its option, at any time after a notice of redemption has been given, deposit the
redemption price for the shares of this Series designated for redemption and not
yet redeemed, plus any accumulated and unpaid dividends thereon to the date
fixed for redemption, with the transfer agent or agents for this Series, as a
trust fund for the benefit of the holders of the shares of this Series
designated for redemption, together with irrevocable instructions and authority
to such transfer agent or agents that such funds be delivered upon redemption of
such shares and to pay, on and after the date fixed for redemption or prior
thereto, the redemption price of the shares to their respective holders upon the
surrender of their share certificates. From and after the making of such
deposit, the holders of the shares designated for redemption shall cease to be
shareholders with respect to such shares and shall have no interest in or claim
against the Corporation by virtue thereof and shall have no voting or other
rights with respect to such shares, except the right to receive from such trust
fund the moneys payable upon such redemption, without interest thereon, upon
surrender (and endorsement, if required by the Corporation) of their
certificates, and the shares represented thereby shall no longer be deemed to be
outstanding. Any balance of such moneys remaining unclaimed at the end of the
five-year period commencing on the date fixed for redemption shall be repaid to
the Corporation upon its request expressed in a resolution of its Board of
Directors.
(8) Any shares of this Series that shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued preferred shares, without designation as to series until such shares
are once more designated as part of a particular series by the Board of
Directors.
(9) If the Board of Directors of the Corporation shall, at any
time and in good faith, be of the opinion that ownership of securities of the
Corporation has or may become concentrated to an extent that may prevent the
Corporation from qualifying as a real estate investment trust under the REIT
Provisions of the Internal Revenue Code, then the Board of Directors shall have
the power, by lot or other means deemed equitable by them to prevent the
transfer of and/or to call for redemption a number of shares of this Series
sufficient, in the opinion of the Board of Directors, to maintain or bring the
direct or indirect ownership thereof into conformity with the requirements of
such a real estate investment trust under the REIT Provisions of the Internal
Revenue Code. The redemption price to be paid for shares of this Series so
called for redemption, on the date fixed for redemption, shall be the average of
the highest bid and the lowest asked quotations on the last business day prior
to the redemption date as reported by the National Quotation Bureau,
Incorporated or a similar organization selected from time to time by the
Corporation or if there be no such bid and asked quotations, as determined by
the Board of Directors in good faith; provided that if interests in shares of
this Series are represented by depositary shares, then the redemption price
shall be determined in accordance with the foregoing, but with respect to one
depositary share, multiplied by the number of depositary shares that together
represent an interest in one share of this Series. From and after the date fixed
for redemption by the Board of Directors, the holder of any shares of this
Series so called for redemption shall cease to be entitled to any distributions,
voting rights and other benefits with respect to such shares of this Series,
other than the right to payment of the redemption price determined as aforesaid.
"REIT Provisions of the Internal Revenue Code" shall mean Sections 856 through
860 of the Internal Revenue Code of 1986, as amended. In order to exercise the
redemption option set forth in this clause (9), with respect to the shares of
this Series, the Corporation shall give notice of redemption by publication in a
newspaper of general circulation in the County of Los Angeles and The City of
New York, such publication to be made once a week for two successive weeks,
commencing not less than 30 nor more than 60 days prior to the date fixed for
redemption. A similar notice will be mailed by the Corporation by first class
mail, postage pre-paid, to each record holder of the shares of this Series to be
redeemed, not less than 30 nor more than 60 days prior to such redemption date,
to the respective addresses of such holders as the same shall appear on the
stock transfer records of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of this Series to be redeemed; (iii)
the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accumulate on such
redemption date. If fewer than all the shares of this Series held by any holder
are to be redeemed, the notice mailed to such holder shall also specify the
number of shares of this Series to be redeemed from such holder.
(d) Maintenance of Debt Ratio. Without the affirmative vote or
the written consent of the holders of a majority of the shares of this Series,
the Corporation will not take any action that would result in a ratio of Debt to
Assets (the "Debt Ratio") in excess of 50%.
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"DEBT" means, as of any date of determination, all liabilities
that should, in accordance with GAAP, be reflected as a liability on the
consolidated balance sheet of the Corporation as of such date of determination;
PROVIDED, HOWEVER, that "Debt" shall not include liabilities included in the
consolidated balance sheet under the headings "accrued and other liabilities" or
"minority interest" to the extent that the inclusion of such liabilities under
such headings is consistent with the Corporation's past practice.
"ASSETS" means, as of any date of determination, all assets
that should, in accordance with GAAP, be reflected as an asset on the
consolidated balance sheet of the Corporation as of such date of determination.
"GAAP" means generally accepted accounting principles as in
effect in the United States of America from time to time, consistently applied.
(e) Voting Rights. The shares of this Series shall not have
any voting powers either general or special, except as required by law, except
as set forth in Section (d) hereof and except that:
(1) (A) If the Corporation shall fail to pay full cumulative
dividends on the shares of this Series or any other of its preferred shares for
six quarterly dividend payment periods, whether or not consecutive (a "DIVIDEND
DEFAULT"), the holders of all outstanding preferred shares, voting as a single
class without regard to series, will be entitled to elect two Directors until
full cumulative dividends for all past dividend payment periods on all preferred
shares have been paid or declared and funds therefor set apart for payment. Such
right to vote separately as a class to elect Directors shall, when vested, be
subject, always, to the same provisions for the vesting of such right to elect
Directors separately as a class in the case of future Dividend Defaults. At any
time when such right to elect Directors separately as a class shall have so
vested, the Corporation may, and upon the written request of the holders of
record of not less than 20% of the total number of preferred shares of the
Corporation then outstanding shall, call a special meeting of stockholders for
the election of Directors. In the case of such a written request, such special
meeting shall be held within 90 days after the delivery of such request and, in
either case, at the place and upon the notice provided by law and in the Bylaws
of the Corporation, provided that the Corporation shall not be required to call
such a special meeting if such request is received less than 120 days before the
date fixed for the next ensuing Annual Meeting of Shareholders of the
Corporation and the holders of all classes of outstanding preferred shares are
afforded the opportunity to elect such Directors (or fill any vacancy) at such
Annual Meeting of Shareholders. Directors elected as aforesaid shall serve until
the next Annual Meeting of Shareholders of the Corporation or until their
respective successors shall be elected and qualified. If, prior to the end of
the term of any Director elected as aforesaid, a vacancy in the office of such
Director shall occur during the continuance of a Dividend Default by reason of
death, resignation, or disability, such vacancy shall be filled for the
unexpired term by the appointment of a new Director for the unexpired term of
such former Director, such appointment to be made by the remaining Director
elected as aforesaid.
(B) In addition to the right to elect Directors set forth in
clause (A) above, if, without the affirmative vote or the written consent of the
holders of a majority of the shares of this Series, on the last day of two
consecutive fiscal quarters of the Corporation, the Debt Ratio exceeds 50% (a
"DEBT RATIO DEFAULT"), the holders of all outstanding shares of this Series,
voting as a single class, will be entitled to elect two Directors until the Debt
Ratio as of the last day of a fiscal quarter of the Corporation is reduced to
50% or less. Such right to vote separately as a class to elect Directors shall,
when vested, be subject, always, to the same provisions for the vesting of such
right to elect Directors separately as a class in the case of future Debt Ratio
Defaults. At any time when such right to elect Directors separately as a class
shall have so vested, the Corporation may, and upon the written request of the
holders of record of not less than 20% of the total number of shares of this
Series then outstanding shall, call a special meeting of stockholders for the
election of Directors. In the case of such a written request, such special
meeting shall be held within 90 days after the delivery of such request and, in
either case, at the place and upon the notice provided by law and in the Bylaws
of the Corporation, provided that the corporation shall not be required to call
such a special meeting if such request is received less than 120 days before the
date fixed for the next ensuing Annual Meeting of Shareholders of the
Corporation and the holders of shares of this Series are afforded the
opportunity to elect such Directors (or fill any vacancy) at such Annual Meeting
of Shareholders. Directors elected as aforesaid shall serve until the next
Annual Meeting of Shareholders of the Corporation or until their respective
successors shall be elected and qualified. If, prior to the end of the term of
any Director elected as aforesaid, a vacancy in the office of such Director
shall occur during the continuance of a Debt Ratio Default by reason of death,
resignation, or disability, such vacancy shall be filled for the unexpired term
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by the appointment of a new Director for the unexpired term of such former
Director, such appointment to be made by the remaining Director elected as
aforesaid.
(2) The affirmative vote or consent of the holders of at least
662/3% of the outstanding shares of this Series, voting separately as a class,
will be required for any amendment to the Articles of Incorporation of the
Corporation that will adversely alter or change the powers, preferences,
privileges or rights of the shares of this Series, except as set forth below.
The affirmative vote or consent of the holders of (i) at least 50% of the
outstanding shares of this Series, voting separately as a class, and (ii) at
least 662/3% of the outstanding shares of this Series and any other series of
preferred shares ranking on a parity with this Series as to dividends and upon
liquidation (including, without limitation, the shares of Series A, Series B,
Series D, Series E, Series F, Series G, Series H, Series I, Series J, Series K,
Series L, Series M and Series N Preferred Stock and Adjustable Rate Preferred
Stock), voting as a single class without regard to series, will be required to
issue, authorize or increase the authorized amount of any class or series of
shares ranking prior to this Series as to dividends or upon liquidation or to
issue or authorize any obligation or security convertible into or evidencing a
right to purchase any such security, but the Articles of Incorporation may be
amended to increase the number of authorized preferred shares ranking on a
parity with or junior to this Series or to create another class of preferred
shares ranking on a parity with or junior to this Series without the vote of the
holders of outstanding shares of this Series.
(3) The affirmative vote or consent of the holders of a
majority of the outstanding shares of this Series, voting separately as a class,
will be required for any amendment or repeal of the following provisions of the
Bylaws of the Corporation, which would be adverse to the interests of the
holders of shares of this Series, and for any other changes to the Bylaws of the
Corporation that affect these provisions in a manner which would be adverse to
the interests of the holders of shares of this Series: Article IV, Section 2
(relating to the Corporation's permissible Asset Coverage), Article VIII,
Section 2(g) and (h) (relating to the Corporation's investment policy) and each
of the defined terms used in any of the foregoing provisions.
(4) Except to the extent required pursuant to clause (3)
above, nothing herein shall be taken to require a class vote or consent in
connection with the authorization, designation, increase or issuance of any
shares of any class or series (including additional preferred shares of any
series) that rank junior to or on a parity with this Series as to dividends and
liquidation rights or in connection with the authorization, designation,
increase or issuance of any bonds, mortgages, debentures or other debt
obligations of the Corporation.
(5) The right to elect Directors set forth in clause (1)(B)
above is not intended to be the exclusive remedy of holders of the shares of
this Series in the event of a Debt Ratio Default.
(f) Conversion. The shares of this Series are not convertible
into shares of any other class or series of the capital stock of the
Corporation.
7
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
PSA INSTITUTIONAL PARTNERS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
This Amended and Restated Agreement of Limited Partnership (the
"AGREEMENT") is made and entered into as of March 29, 2000 by and among PS TEXAS
HOLDINGS, LTD., a Texas limited partnership (the "GENERAL PARTNER"), PS LPT
PROPERTIES INVESTORS, INC., a Maryland business trust (the "PS LIMITED PARTNER")
and BELCREST REALTY CORPORATION ("BELCREST"), BELAIR REAL ESTATE CORPORATION
("BELAIR"), BELPORT REALTY CORPORATION ("BELPORT"), BELMAR REALTY CORPORATION
("BELMAR") and MONTEBELLO REALTY CORP. ("MONTEBELLO"), each a Delaware
corporation (Belcrest, Belair, Belport, Belmar and Montebello may be
collectively referred to as the "BEL LIMITED PARTNERS") and DLJ EMERGING GROWTH
PARTNERS, L.P. ("EGP") and EDGEWATER EQUITY PARTNERS, L.P. ("EDGEWATER"), each a
Delaware limited partnership (EGP and Edgewater may be collectively referred to
as the "DLJ LIMITED PARTNERS"). This Agreement amends and restates in its
entirety the original Agreement of Limited Partnership entered into as of March
17, 2000 by all of the parties other than the DLJ Limited Partners. Unless
otherwise defined, all capitalized terms shall have the meanings given to them
in Section 1.
1. DEFINITIONS
The following terms shall, for purposes of this Agreement, have the
meanings set forth below, and it is the intent of the parties that these
definitions shall control over definitions of the same or similar terms in
Section 15611 of the Act:
"ACT" means the California Revised Limited Partnership Act as set forth
in Title 2, Chapter 3 of the California Corporations Code.
"AVAILABLE CASH" means total cash receipts of the Partnership from the
operation of the Partnership's business including reductions in previously
maintained reserves, but excludes Cash from Sales or Refinancing, less: (i) all
operating expenses other than noncash expenses such as depreciation and
amortization; (ii) all principal and interest payments on any loans or advances;
(iii) any sums expended for capital improvements or replacements and (iv) a cash
reserve for working capital or other purposes, the amount of which shall be
determined by the General Partner.
"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or day
on which banking institutions in the State of New York or the State of
California are authorized or obligated by law to close, or a day which is or is
declared a national or a New York or California state holiday.
"CAPITAL ACCOUNT" is defined in Section 4.6.
"CAPITAL CONTRIBUTION" means the amount of cash and the agreed value of
other property contributed by a Partner to the Partnership.
"CASH FROM SALES OR REFINANCING" means the proceeds of any financing or
of any sale, exchange or other disposition of assets, less adequate cash
reserves from such proceeds for the payment of debts and obligations.
"COMPANY" means Public Storage, Inc., a California corporation.
"CONTRIBUTION AGREEMENTS" mean those certain Contribution Agreements by
and among: (i) the Bel Limited Partners (other than Montebello), the Partnership
and the Company dated as of March 17, 2000, (ii) Montebello, the Partnership and
the Company dated as of March 17, 2000, (iii) the DLJ Limited Partners, the
Partnership and the Company dated as of March 29, 2000, and (iv) any such
agreements subsequently entered into by and among newly admitted Limited
Partners, the Partnership and the Company specifying that the agreement is to be
treated as a Contribution Agreement for purposes of this Agreement.
<PAGE>
"CORRESPONDING PREFERRED STOCK" means, with respect to each series of
Exchangeable Preferred Units, the particular series of Cumulative Preferred
Stock, Series __, of the Company that is designated pursuant to this Agreement
or an amendment to Exhibit A as the stock with respect to which that series of
Exchangeable Preferred Units may be exchanged pursuant to Section 12.
"EXCHANGEABLE PREFERRED UNITS" means those Parity Preferred Units that
are designated pursuant to this Agreement or an amendment to Exhibit A as
exchangeable with respect to Corresponding Preferred Stock pursuant to Section
12.
"GENERAL PARTNER" means PS Texas Holdings, Ltd., or any other person or
persons admitted as a general partner pursuant to this Agreement and their
successors.
"I.R.C." means the Internal Revenue Code of 1986, as amended.
"LIMITED PARTNERS" means the PS Limited Partner, the Bel Limited
Partners, the DLJ Limited Partners and any other person or persons who are
admitted to the Partnership as additional Limited Partners.
"LIMITED PARTNER VOTE" means the affirmative vote or written consent of
Limited Partners owning of record more than 50% of the Partnership Common Units
held by the Limited Partners.
"LIQUIDATION PREFERENCE" means, with respect to each series of Parity
Preferred Units, $25.00 per Parity Preferred Unit, plus the amount of any
accumulated and unpaid Priority Return with respect to such a Unit, whether or
not declared, minus any distributions in excess of the Priority Return that have
been paid with respect to such Unit, to the date of payment.
"NET PROFIT" or "NET LOSS" and any items of income, gain, expense, or
loss of the Partnership mean the corresponding book items of the Partnership as
determined by the General Partner incorporating the accrual method of accounting
and applying federal income tax principles, applied on a consistent basis
throughout the period for which the items are determined, excluding amounts
specially allocated pursuant to the terms of this Agreement (such as allocations
relating to partner nonrecourse deductions).
"PARITY PREFERRED UNITS" means any class or series of partnership
interests of the Partnership now or hereafter authorized, issued or outstanding
and expressly designated by the Partnership to rank on a parity with Series N
Preferred Units with respect to distributions or rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Partnership or both.
As of the date of this Agreement, the Series N Preferred Units, Series N2
Preferred Units, Series O Preferred Units and Series O2 Preferred Units are
Parity Preferred Units. Any subsequently created Parity Preferred Units shall be
so designated in an amended Exhibit A to this Agreement.
"PARTNERS" means collectively the General Partner and the Limited
Partners, and a reference to a "Partner" shall be to any one of the Partners.
"PARTNERSHIP" means the limited partnership created under this
Agreement.
"PARTNERSHIP COMMON UNIT" means the interests in the Partnership held
by the General Partner or by the Limited Partners that are not Parity Preferred
Units.
"PRIORITY RETURN" means: (i) for the Series N Preferred Units and
Series N2 Preferred Units an amount equal to nine and one half percent (9.5%)
per annum of the stated value of $25 per unit, (ii) for the Series O Preferred
Units and Series O2 Preferred Units an amount equal to nine and one eighth
percent (9.125%) per annum of the stated value of $25 per unit and (iii) for
subsequently issued Parity Preferred Units, an amount equal to the percentage
per annum of the stated value of those units as designated in an amended Exhibit
A to this Agreement, in each case commencing on the date of issuance of such
units, cumulative to the extent not distributed for any given distribution
period pursuant to Section 6.2, determined on the basis of a 360 day year of
twelve 30 day months for periods involving full calendar quarters (and for any
period shorter than a full quarterly period for which distributions are
computed, the amount of the distribution payable will be computed based on the
ratio of the actual number of days elapsed in such period to ninety (90) days).
"PTP" means a "publicly traded partnership" within the meaning of
Section 7704 of the I.R.C.
"REGULATIONS" means the Income Tax Regulations promulgated under the
I.R.C. (including temporary regulations and corresponding provisions of
succeeding regulations), as such regulations may be amended from time to time.
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"SERIES N PREFERRED UNITS" means the series of partnership interests
designated as the "9.5% Series N Cumulative Redeemable Perpetual Preferred
Units" entitled to the rights described in this Agreement. The Series N
Preferred Units are Exchangeable Preferred Units, and the Corresponding
Preferred Stock with respect to those units is the 9.5% Cumulative Preferred
Stock, Series N, of the Company.
"SERIES N2 PREFERRED UNITS" means the series of partnership interests
designated as the "9.5% Series N2 Cumulative Redeemable Perpetual Preferred
Units" entitled to the rights described in this Agreement.
"SERIES O PREFERRED UNITS" means the series of partnership interests
designated as the "9.125% Series O Cumulative Redeemable Perpetual Preferred
Units" entitled to the rights described in this Agreement. The Series O
Preferred Units are Exchangeable Preferred Units, and the Corresponding
Preferred Stock with respect to those units is the 9.125% Cumulative Preferred
Stock, Series O, of the Company.
"SERIES O2 PREFERRED UNITS" means the series of partnership interests
designated as the "9.125% Series O2 Cumulative Redeemable Perpetual Preferred
Units" entitled to the rights described in this Agreement.
"SUBSIDIARY" means with respect to any person, any corporation,
partnership, limited liability company, joint venture or other entity of which a
majority of (i) voting power of the voting equity securities or (ii) the
outstanding equity interests, is owned, directly or indirectly, by such person.
2. ORGANIZATIONAL MATTERS
2.1 FORMATION. On March 6, 2000, the date of the filing of the
Certificate of Limited Partnership on Form LP-1 with the California Secretary of
State pursuant to Section 15621 of the Act, the General Partner and the PS
Limited Partner formed a limited partnership (the "Partnership") under the name
"PSA Institutional Partners, L.P."
2.2 NAME AND PRINCIPAL PLACE OF BUSINESS. The name of the Partnership
is "PSA Institutional Partners, L.P." and its office and principal place of
business initially shall be 701 Western Avenue, Glendale, California 91201-2349,
and thereafter such other place or places as the General Partner may from time
to time determine. The General Partner shall promptly notify the Limited
Partners of any change in the Partnership's principal place of business.
2.3 TERM. The Partnership commenced as of March 6, 2000, and shall
continue for a period ending the earlier of: (a) December 31, 2050; (b) the date
on which the Partnership is dissolved by the parties in accordance with the
terms of this Agreement; and (c) the date on which the Partnership is dissolved
by judicial decree or operation of law.
2.4 PURPOSE. The principal purpose of the Partnership is to acquire,
own, develop, lease, operate and ultimately dispose of interests in self storage
properties and partnerships owning self storage properties. The Partnership may
engage in any and all general business activities related or incidental to that
purpose. This specification of particular businesses shall not be deemed a
limitation upon the general powers of the Partnership.
3. PARTNERS
3.1 GENERAL PARTNER. PS Texas Holdings, Ltd. shall be the General
Partner. The address of the General Partner is 701 Western Avenue, Glendale,
California 91201-2349. As of the date of this Agreement, the General Partner
holds 149,024 Partnership Common Units or one and three tenths percent (1.3%) of
the Partnership Common Units, as the General Partner of the Partnership.
3.2 LIMITED PARTNERS. The PS Limited Partner's address is 701 Western
Avenue, Glendale, California 91201-2349. As of the date of this Agreement, the
PS Limited Partner holds 11,753,336 Partnership Common Units or ninety-eight and
seven tenths percent (98.7%) of the Partnership Common Units, holds 9,600,000
Series N2 Preferred Units or one hundred percent (100%) of the Series N2
Preferred Units and holds 3,000,000 Series O2 Preferred Units or one hundred
percent (100%) of the Series O2 Preferred Units, each as a Limited Partner of
the Partnership. The addresses of the Bel Limited Partners (other than
Montebello) are each c/o Eaton Vance Management, The Eaton Vance Building, 255
State Street, Boston, Massachusetts 02109, Attention: Mr. Alan Dynner. The
address of Montebello is 800 Scudder's Mill Road, Special Investments, Area 2-G,
Plainsboro, New Jersey 08536, Attention: J. Timothy Ford. As of the date of this
Agreement, Belcrest holds 4,100,000 Series N Preferred Units, Belair holds
1,200,000 Series N Preferred Units, Belport holds 1,600,000 Series N Preferred
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Units, Belmar holds 1,100,000 Series N Preferred Units and Montebello holds
1,600,000 Series N Preferred Units, each as a Limited Partner of the
Partnership, which together represent one hundred percent (100%) of the Series N
Preferred Units. The address of the DLJ Limited Partners is each c/o DLJ Asset
Management Group, Inc., 277 Park Avenue, New York, New York 10172, Attention:
Peter Gaudet, Fax: (212) 892-5812. As of the date of this Agreement, EGP holds
1,200,000 Series O Preferred Units and Edgewater holds 1,800,000 Series O
Preferred Units, each as a Limited Partner of the Partnership, which together
represent one hundred percent (100%) of the Series O Preferred Units. The
address and ownership interest of subsequently admitted Limited Partners shall
be as set forth on an amended Exhibit A to this Agreement.
3.3 ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS. The General Partner
is authorized to cause the Partnership to issue such additional partnership
units or other partnership interests for any Partnership purpose at any time or
from time to time, including units in one or more series of any classes, with
such designations, preferences and relative, participating, optional or other
special rights, powers and duties, including rights, powers and duties senior to
other partnership interests, all as shall be determined by the General Partner,
subject to California law, including, without limitation, with respect to (i)
the allocations of items of Partnership income, gain, loss, deduction and credit
to each such class or series of partnership interests, (ii) the right of each
such class or series of partnership interests to share in Partnership
distributions, and (iii) the rights of each class or series of partnership
interests upon dissolution and liquidation of the Partnership, for such
consideration and on such terms and conditions as shall be established by the
General Partner in its sole and absolute discretion, all without the approval of
any Limited Partners except to the extent specifically provided in this
Agreement.
In addition, the General Partner and affiliates may acquire partnership
interests from other Partners pursuant to this Agreement. In the event that the
Partnership issues partnership interests pursuant to this Section 3.3, the
General Partner shall make such revisions to this Agreement (without any
requirement of receiving approval of the Limited Partners, except to the extent
otherwise specifically provided in this Agreement), as it deems necessary to
reflect the issuance of such additional partnership interests and the special
rights, powers and duties associated therewith. Unless specifically set forth
otherwise by the General Partner, any partnership interest issued after the date
of this Agreement shall have the same rights, powers and duties as the
Partnership Common Units issued on the date of this Agreement.
4. CAPITAL CONTRIBUTIONS AND WITHDRAWALS
4.1 INITIAL CAPITAL CONTRIBUTIONS. At the time of execution of this
Agreement, the Partners shall make or shall have made the Capital Contributions
set forth in Exhibit A to this Agreement.
4.2 ADDITIONAL CAPITAL CONTRIBUTIONS. The Partners shall make such
additional Capital Contributions at such times and in such proportions as they
mutually shall agree.
4.3 LIABILITY FOR DISTRIBUTIONS. Any distributions pursuant to Section
6 shall be subject to return by the Partners to the Partnership, in accordance
with Section 15666 of the Act, to the extent that the sum of the Partnership's
full recourse obligations (other than those obligations owed to Partners on
account of their interest in the Partnership) immediately after such return of
capital or distribution exceeds the sum of (i) the fair value of the
Partnership's assets not subject to nonrecourse liabilities plus (ii) the fair
value, if any, of the Partnership's assets subject to nonrecourse liabilities,
but only to the extent that the fair value of such property exceeds the amount
of the nonrecourse obligation encumbering it.
4.4 RETURN OF NONUTILIZED CAPITAL. From time to time the Partnership
may have cash in excess of the amount required for the conduct of the affairs of
the Partnership, and the General Partner may, in its sole discretion, determine
that cash should, in whole or in part, be returned to the Partners, as a return
of the Capital Contributions of the Partners.
4.5 WITHDRAWAL OF CAPITAL. No Partner shall have any right to withdraw
or make a demand for withdrawal of any such Partner's Capital Contribution (or
the capital interest reflected in such Partner's capital account) until the full
and complete winding up and liquidation of the business of the Partnership
unless such withdrawal is provided for in this Agreement or under Section 15661
of the Act and otherwise satisfies the requirements of Section 15666 of the Act.
4.6 CAPITAL ACCOUNT. An individual capital account shall be maintained
for each Partner.
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4.6.1 Each Partner's capital account shall be credited with
the following items:
(a) The amount of any cash contributed to the
Partnership. In the event of any contributions of property other than
cash, the contributing Partner's capital account shall be credited with
the fair market value of the property contributed, net of liabilities
to which the property is subject or which are assumed by the
Partnership under I.R.C. Section 752.
(b) That Partner's share of any profit or gain
allocated to it under Section 5 (without regard to Section 5.6); and
(c) That Partner's share of the Partnership's
nontaxable income, if any (which shall include any upward basis
adjustments resulting under Regulation Section 1.704-1(b)(2)(iv)(J)).
4.6.2 Each Partner's capital account shall be charged with the
following items:
(a) The amount of cash distributed and the fair
market value of any property distributed (net of liabilities to which
the property is subject or which are assumed by the Partner under
I.R.C. Section 752);
(b) That Partner's share of losses allocated to it
under Section 5 (without regard to Section 5.6); and
(c) That Partner's share of the Partnership's
nontaxable losses, expenditures described in I.R.C. Section
705(a)(2)(B) or other expenses not otherwise taken into account in this
Section 4.6.2 and any downward basis adjustments resulting under
Regulation Section 1.704-1(b)(2)(iv)(J)).
4.6.3 "Capital accounts" as defined in this Section 4.6 shall
be deemed capital accounts as provided for in Section 15611(b) of the
Act.
4.6.4 Upon the transfer of all or a part of an interest in the
Partnership, the capital account of the transferor attributable to the
transferred interest shall carry over to the transferee partner, except
as otherwise specified in Regulation Section 1.704-1(b)(2)(iv)(L).
4.6.5 It is the intent of the Partnership to maintain capital
accounts and allocations in accordance with Regulation Section
1.704-1(b). Accordingly, adjustments to conform to those Regulations
(or to successor or amended provisions) or to take into account
unexpected events shall be made by the General Partner, if the General
Partner believes that such adjustments would not materially alter the
economic substance of this Agreement as it applies to any Partner.
4.7 INTEREST ON CAPITAL CONTRIBUTIONS. No interest shall be paid on a
Capital Contribution.
5. ALLOCATION OF INCOME AND PROFIT TO PARTNERS
5.1 NET PROFIT. Net Profit for each taxable year (or shorter period)
shall be allocated in the following order and priority:
5.1.1 First, to the extent of, and in the reverse order of,
any prior allocations of Net Loss pursuant to Sections 5.2.1, 5.2.2, 5.2.3 and
5.2.4.
5.1.2 Second, to the holders of Parity Preferred Units (in
accordance with the respective rights of the Parity Preferred Units) until each
such holder has been allocated cumulative amounts pursuant to this Section 5.1.2
in the current and all prior periods equal to the cumulative Priority Return
accrued with respect to that holder through the end of the current period.
5.1.3 Finally, to the holders of Common Units in proportion to
their ownership of those Common Units.
Allocations of Net Profit to the holders of Partnership Common Units may be
adjusted among those holders at such time and in such manner as they may
mutually agree.
5.2 NET LOSS. Net Loss for each taxable year (or shorter period) shall
be allocated in the following order and priority:
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5.2.1 First, to the extent of, and in the reverse order of,
any prior allocations of Net Profit pursuant to Sections 5.1.2 and 5.1.3 that
has not previously been distributed.
5.2.2 Second, to the holders of Common Units in proportion to
their positive Capital Account balances with respect to those Common Units,
until those balances have been reduced to zero.
5.2.3 Third, to the holders of Parity Preferred Units (in
accordance with the respective rights of the Parity Preferred Units) until the
positive Capital Account balance of each such holder with respect to its Parity
Preferred Units has been reduced to zero.
5.2.4 Finally, to the holders of Common Units in proportion to
their ownership of those Common Units.
Allocations of Net Loss to the holders of Partnership Common Units may be
adjusted among those holders at such time and in such manner as they may
mutually agree.
5.3 PARTNER NONRECOURSE DEDUCTIONS. Any partner nonrecourse deductions
for any taxable year or other period shall be specially allocated to the Partner
who bears the economic risk of loss with respect to the partner nonrecourse debt
to which such partner nonrecourse deductions are attributable in accordance with
Regulation Section 1.704-2(i)(1).
5.4 REGULATORY ALLOCATIONS. The allocations set forth in this Agreement
are intended to comply with the requirements of the Regulations under I.R.C.
Section 704, and the Agreement shall be construed to contain a "minimum gain
chargeback," a "qualified income offset," and such other provisions set forth in
the Regulations as appropriate for the allocations under this Agreement to be
respected for federal income tax purposes. If any allocation pursuant to the
terms of this Agreement would appear to be ineffective for income tax purposes,
the General Partner is authorized to correct the allocations, provided that any
such correction shall be made in a fashion that is otherwise consistent with the
stated plan of allocations and distributions set forth in this Agreement. Any
allocations of items of income or gain pursuant to this Section 5.4 shall be
taken into account in computing subsequent allocations of Net Profit, Net Loss
and gain or loss on sale or exchange of property under this Agreement, so that
the net amount of income or gain so allocated and the Net Profit, Net Loss and
gain or loss on sale or exchange of the property allocated to each Partner
pursuant to this Agreement shall, to the extent possible, and as promptly as
possible, be made equal to the net amount that would have been allocated to each
partner if no allocation of income or gain were made pursuant to this Section
5.4.
5.5 ALLOCATION UPON TRANSFERS OF PARTNERSHIP INTERESTS. Upon a transfer
of an interest in the Partnership, allocations between the transferee and
transferor shall be made so as to reflect their varying interests in the
Partnership during the year.
5.6 SECTION 704(C) PRINCIPLES APPLY. Any disparities between the
Partnership's taxable items and the book amounts allocated pursuant to the prior
provisions of this Section 5 shall be shared between the partners as determined
by the General Partner so as to take account of the variation between the basis
of any property contributed to the Partnership and its agreed fair market value
at the time of contribution, and the General Partner shall have the authority to
effect such or other allocations as prescribed or permitted by I.R.C. Section
704(c) or the Regulations thereunder.
To the extent permitted under the I.R.C. and Regulations, if the
application of I.R.C. Section 704(c) principles to the holders of Parity
Preferred Units (other than such units held by the General Partner, the PS
Limited Partner, and their affiliates) with respect to certain properties would
cause the "ceiling limitation" to apply to such holders in a fashion that would
result in an allocation to those holders of tax depreciation that would be 5%
less than the allocation of "book" depreciation that otherwise would be
allocated to those holders, depreciation with respect to those properties shall
not be taken into account in computing Net Profit or Net Loss to be allocated to
such holders.
6. DISTRIBUTIONS
6.1 TIME AND MANNER OF DISTRIBUTIONS. Except as otherwise set forth
below, Available Cash shall be distributed to the Partners as cash payments
quarterly as of the last day of each of the Partnership's fiscal quarters or at
such more frequent intervals as the General Partner, in its sole discretion, may
determine.
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If any date on which distributions are to be made on the Parity
Preferred Units is not a Business Day, then payment of the distribution to be
made on such date will be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. Distributions on the Parity
Preferred Units will be made to the holders of record of the units on the
relevant record dates to be fixed by the Partnership acting through the General
Partner, which record dates shall in no event exceed fifteen (15) Business Days
prior to the relevant Preferred Unit Distribution Payment Date (the "PREFERRED
UNIT PARTNERSHIP RECORD DATE").
6.2 AVAILABLE CASH. Except as is otherwise set forth in Section 16.1
(providing for distributions upon the dissolution and liquidation of the
Partnership) Available Cash shall be distributed first, to the holders of Parity
Preferred Units in proportion to and to the extent of their unpaid Priority
Returns, and then, to the holders of Common Units, in proportion to their
ownership of Common Units.
In the event of (A) an exchange of Parity Preferred Units into
preferred stock of the Company or depositary shares representing an interest in
shares of preferred stock of the Company, or (B) a redemption of Parity
Preferred Units (each a "PREFERRED UNIT DISTRIBUTION PAYMENT DATE"), on the
exchange date or redemption date, as applicable, Available Cash shall be
distributed to the holders of Parity Preferred Units in proportion to and to the
extent of their unpaid Priority Returns.
Notwithstanding anything to the contrary contained in this Agreement,
in no event shall a Partner receive a distribution of Available Cash with
respect to a Partnership Unit if such Partner is entitled to receive a
distribution out of such Available Cash with respect to a share of (or a
depositary share representing an interest in) Corresponding Preferred Stock for
which such Partnership Unit has been exchanged or redeemed.
6.3 LIMITATIONS CONCERNING PRIORITY RETURN DISTRIBUTIONS. Distributions
on the Parity Preferred Units will accrue whether or not the terms and
provisions of any agreement of the Partnership, including any agreement relating
to its indebtedness at any time prohibit the declaration, setting aside for
payment or current payment of distributions, whether or not the Partnership has
earnings, whether or not there are funds legally available for the payment of
such distributions and whether or not such distributions are authorized. Accrued
but unpaid distributions on the Parity Preferred Units will accumulate as of the
Preferred Unit Distribution Payment Date on which they first become payable.
Distributions on account of arrears for any past distribution periods may be
declared and paid at any time, without reference to a regular Preferred Unit
Distribution Payment Date to holders of record of the Parity Preferred Units on
the record date fixed by the Partnership acting through the General Partner
which date shall not exceed fifteen (15) Business Days prior to the payment
date. Accumulated and unpaid distributions will not bear interest.
Except as is otherwise set forth in Section 16.1 (providing for
distributions upon the dissolution and liquidation of the Partnership):
6.3.1 So long as any Parity Preferred Units are outstanding,
no distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class or series of partnership
interest of the Partnership ranking junior as to the payment of distributions or
rights upon a voluntary or involuntary liquidation, dissolution or winding-up of
the Partnership to the Parity Preferred Units (collectively, "JUNIOR UNITS"),
nor shall any cash or other property be set aside for or applied to the
purchase, redemption or other acquisition for consideration of any Parity
Preferred Units or any Junior Units, unless, in each case, all distributions
accumulated on all classes and series of outstanding Parity Preferred Units have
been paid in full.
Without limiting Section 10.2, the foregoing sentence will not
prohibit (a) distributions payable solely in Junior Units, (b) the conversion of
Junior Units or Parity Preferred Units into Junior Units, or (c) the redemption
of Exchangeable Preferred Units corresponding to any depositary shares
representing interests in shares of Corresponding Preferred Stock, Company stock
that is on a parity with or junior to the Corresponding Preferred Stock as to
the payment of distributions or rights upon a voluntary or involuntary
liquidation, dissolution or winding-up of the Company to be purchased by the
Company pursuant to the Company's Restated Articles of Incorporation,
certificates of determination or Bylaws to preserve the Company's status as a
real estate investment trust.
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6.3.2 So long as distributions have not been paid in full (or
a sum sufficient for such full payment is not irrevocably deposited in trust for
immediate payment) upon all classes and series of outstanding Parity Preferred
Units, all distributions authorized and declared on the outstanding Parity
Preferred Units with respect to payment of distributions shall be authorized and
declared in proportion to the accrued and unpaid distributions in respect of
each outstanding Parity Preferred Unit (which shall not include any accumulation
in respect of unpaid distributions for prior distribution periods if such class
or series of Parity Preferred Units do not have cumulative distribution rights).
6.3.3 Holders of Parity Preferred Units shall not be entitled
to any distributions, whether payable in cash, other property or otherwise, in
excess of the full cumulative distributions described in this Agreement.
6.4 CASH FROM SALES OR REFINANCING. Except as is otherwise set forth in
Section 16.1 (providing for distributions upon the dissolution and liquidation
of the Partnership) distributions of Cash from Sales or Refinancing shall be
made first, to the holders of Parity Preferred Units in proportion to and to the
extent of their unpaid Priority Returns, and then, to the holders of Common
Units, in proportion to their ownership of Common Units.
6.5 RESERVES. The General Partner shall make provision for adequate
reserves by retention for contingencies of a reasonable percentage of Capital
Contributions and other receipts.
6.6 OPTIONAL REDEMPTION.
6.6.1 RIGHT OF OPTIONAL REDEMPTION. The Series N and Series O
Preferred Units may not be redeemed prior to the fifth (5th) anniversary of the
issuance date. On or after such date, the Partnership shall have the right to
redeem the Series N and Series O Preferred Units, in whole or in part, at any
time or from time to time, upon not less than thirty (30) nor more than sixty
(60) days' written notice, at a redemption price, payable in cash, equal to the
Liquidation Preference per Series N or Series O Preferred Unit to be redeemed
(the "REDEMPTION PRICE"). The rights of redemption of any subsequently issued
Parity Preferred Units shall be as designated in an amended Exhibit A to this
Agreement. If fewer than all of the outstanding Parity Preferred Units of a
particular series are to be redeemed, the units to be redeemed from that series
shall be selected PRO RATA (as nearly as practicable without creating fractional
units).
6.6.2 LIMITATION ON REDEMPTION. The Partnership may not redeem
fewer than all of the outstanding Exchangeable Preferred Units of any particular
series unless all accumulated and unpaid distributions have been paid on all
outstanding units of that series for all quarterly distribution periods
terminating on or prior to the date of redemption.
6.6.3 PROCEDURES FOR REDEMPTION.
(a) Notice of redemption will be (A) faxed, and (B)
mailed by the Partnership, by certified mail, postage prepaid, not less
than thirty (30) nor more than sixty (60) days prior to the redemption
date, addressed to the respective holders of record of any tseries of
Parity Preferred Units to be redeemed at their respective addresses as
they appear on the records of the Partnership. No failure to give or
defect in such notice shall affect the validity of the proceedings for
the redemption of any Parity Preferred Units except as to the holder to
whom such notice was defective or not given. In addition to any
information required by law, each such notice shall state: (1) the
redemption date, (2) the Redemption Price, (3) the aggregate number of
Parity Preferred Units of that series to be redeemed and if fewer than
all of the outstanding Parity Preferred Units of that series are to be
redeemed, the number of Parity Preferred Units to be redeemed held by
such holder, which number shall equal such holder's pro rata share
(based on the percentage of the aggregate number of outstanding Parity
Preferred Units of the series to be redeemed held by such holder) of
the aggregate number of Parity Preferred Units of the series to be
redeemed, (4) the place or places where the Parity Preferred Units are
to be surrendered for payment of the Redemption Price, (5) that
distributions on the Parity Preferred Units to be redeemed will cease
to accumulate on such redemption date and (6) that payment of the
Redemption Price will be made upon presentation and surrender of such
Parity Preferred Units.
(b) If the Partnership gives a notice of redemption
in respect of Parity Preferred Units (which notice will be irrevocable)
then, by 12:00 noon, Los Angeles, California time, on the redemption
date, the Partnership will deposit irrevocably in trust for the benefit
of the Parity Preferred Units being redeemed funds sufficient to pay
the applicable Redemption Price and will give irrevocable instructions
and authority to pay such Redemption Price to the holders of the Parity
Preferred Units upon surrender of the Parity Preferred Units by such
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holders at the place designated in the notice of redemption. If the
Parity Preferred Units are evidenced by a certificate and if fewer than
all Parity Preferred Units of a particular series evidenced by any
certificate are being redeemed, a new certificate shall be issued upon
surrender of the certificate evidencing all Parity Preferred Units,
evidencing the unredeemed Parity Preferred Units without cost to the
holder thereof. On and after the date of redemption, distributions will
cease to accumulate on the Parity Preferred Units or portions thereof
called for redemption, unless the Partnership defaults in the payment
thereof. If any date fixed for redemption of Parity Preferred Units is
not a Business Day, then payment of the Redemption Price payable on
such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such
date fixed for redemption. If payment of the Redemption Price is
improperly withheld or refused and not paid by the Partnership,
distributions on such Parity Preferred Units will continue to
accumulate from the original redemption date to the date of payment, in
which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the applicable Redemption
Price.
6.7 NO SINKING FUND. No sinking fund shall be established for the
retirement or redemption of Series N or Series O Preferred Units.
6.8 AMOUNTS WITHHELD. Any amounts withheld pursuant to the I.R.C. or
any provisions of any state, local or foreign tax law and with respect to any
allocation, payment or distribution to any Partners or assignees shall be
treated as amounts distributed to the affected Partners or assignees for all
purposes under this Agreement.
7. MANAGEMENT OF PARTNERSHIP BY GENERAL PARTNER
7.1 MANAGEMENT. The General Partner shall conduct the business of the
Partnership. The General Partner shall devote to the Partnership so much of the
time of its personnel as is necessary or required for the effective conduct and
operation of the Partnership's business. Without limiting the generality of the
foregoing, the General Partner shall have the following rights and powers, which
it may exercise at the cost, expense and risk of the Partnership.
7.2 POWERS OF THE GENERAL PARTNER. The General Partner shall have full
charge of overall management, conduct and operation of the Partnership in all
respects and in all matters, and shall have the authority to act on behalf of
the Partnership in all matters respecting the Partnership, its business and its
properties, and, without limiting in any manner the foregoing, authority to:
7.2.1 Subject to any limitations otherwise set forth in this
Agreement, deal in any Partnership assets, issue and redeem partnership
interests, distribute Partnership assets and funds, lend Partnership funds, and
borrow money and as security therefore encumber all or any part of the
Partnership assets.
7.2.2 In addition to services specifically authorized
elsewhere in this Agreement, employ or engage, from time to time, at the expense
of the Partnership, persons to render the type of services generally needed to
accomplish the Partnership's purposes, including but not limited to accountants
and attorneys. Employment of such persons by the General Partner shall be on
such terms and for such reasonable compensation as are in accordance with
generally accepted business practices. Such employees may include persons who
also work on a part-time (or any other) basis for the General Partner, a Limited
Partner or any affiliate of the General Partner or a Limited Partner, provided
that the compensation paid to any such person is not in excess of the
compensation that the Partnership would be required to pay to other persons not
affiliated with the General Partner or a Limited Partner for comparable services
that reasonably could be made available to the Partnership.
7.2.3 Possess and exercise, as may be required, all of the
rights and powers of a General Partner as more particularly provided by Section
15643(a) of the Act, except to the extent that any of such rights may be limited
or restricted by the express provisions of this Agreement.
7.2.4 Execute, acknowledge and deliver any and all instruments
and take such other steps as are necessary to effectuate the foregoing.
7.2.5 Exercise its fiduciary duty for the safekeeping and use
of all funds and assets of the Partnership, whether or not in its immediate
possession or control.
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7.3 DUTIES OF THE GENERAL PARTNER. The General Partner shall perform or
cause to be performed, at the expense of the Partnership, the following
services:
7.3.1 Establish books of account, record and payment
procedures, including individual capital accounts of the Partners.
7.3.2 Provide bookkeeping and other related services for the
Partnership.
7.3.3 Disburse the Capital Contributions of the Partners for
the purposes set forth in this Agreement.
7.3.4 Provide overall management, financial and business
planning services to the Partnership.
7.3.5 Disburse all receipts and make all necessary payments
and expenditures in accordance with the terms of this Agreement.
7.3.6 Make all reports to the Partners required by this
Agreement or by law.
7.4 EXPENSES OF THE PARTNERSHIP. Except as otherwise specifically
provided by this Agreement, all expenses of the Partnership, including but not
limited to operating expenses, shall be billed directly to, and paid and borne
by, the Partnership. Some or all of the Partnership employees may be engaged on
a part-time basis and may also be engaged by one or more of the General Partner,
a Limited Partner or their affiliates. The General Partner, the Limited Partners
and their affiliates shall be reimbursed for their actual cost of any goods,
materials and services used for or by the Partnership.
7.5 NO OBLIGATIONS TO CONSIDER TAX CONSEQUENCES TO LIMITED PARTNERS. In
exercising its authority under this Agreement, the General Partner may, but
shall be under no obligation to, take into account the tax consequences to any
Partner (including the General Partner) of any action taken (or not taken) by
any of them. The General Partner and the Partnership shall not have liability to
a Limited Partner for monetary damages or otherwise for losses sustained,
liabilities incurred or benefits not derived by such Limited Partner in
connection with such decisions, provided that the General Partner has acted in
good faith and pursuant to its authority under this Agreement, and such
decisions do not result in a breach of any representation or covenant under the
Contribution Agreement to which the Partnership and such Limited Partner are
parties. Notwithstanding the foregoing, the proviso in the preceding sentence
does not (i) expand or alter any remedy set forth in any Contribution Agreement
for a breach of any such representation or covenant, or (ii) convert any such
representation into an ongoing obligation of the Partnership, General Partner,
Company or their affiliates.
7.6 INDEMNIFICATION OF THE GENERAL PARTNER AND OTHERS.
The General Partner and any person performing services on behalf of the
Partnership who (i) directly or indirectly controls, is controlled by, or is
under common control with the General Partner; (ii) owns or controls 10% or more
of the outstanding voting securities of the General Partner; or (iii) is an
officer, director or partner of the General Partner or an entity described in
clauses (i) or (ii), shall have no liability to the Partnership or to the
Limited Partners for any loss suffered by the Partnership which arises out of
any action or inaction of the General Partner if the General Partner, in good
faith, determined that such course of conduct was in the best interests of the
Partnership and such course of conduct did not constitute negligence or
misconduct of the General Partner. The General Partner and others described in
the preceding sentence shall be indemnified by the Partnership against any
losses, judgments, liabilities, expenses and amounts paid in settlement of any
claims sustained by them in connection with the Partnership, provided that the
same were not the result of negligence or misconduct on the part of the General
Partner.
The Partnership may advance funds to the General Partner for legal
expenses and other costs incurred as a result of a legal action if (i) the legal
action relates to the performance of the duties or services by the General
Partner on behalf of the Partnership; (ii) the legal action is initiated by a
third party who is not a Limited Partner of the Partnership; and (iii) the
General Partner undertakes to repay the advanced funds to the Partnership in
cases where it would not be entitled to indemnification as provided in this
Section 7.6.
If, at any time, the Partnership has insufficient funds to furnish
indemnification as provided in this Agreement, it shall provide such
indemnification if and as it generates sufficient funds and prior to any
distributions to the Partners.
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8. INDEPENDENT ACTIVITIES OF PARTNERS
Any of the Partners may engage in or possess an interest in other
business ventures of every nature and description, independently or with others,
including, but not limited to, the ownership, financing, leasing, management,
syndication, investment, brokerage and development of real and personal property
of any kind whatsoever and neither the Partnership nor any of the Partners shall
have any right by virtue of this Agreement in and to such independent ventures
or to the income or profits derived therefrom.
9. BOOKS, REPORTS AND FISCAL MATTERS
9.1 RECORDS. The General Partner shall keep at its office, to the
extent available, the following Partnership documents:
9.1.1 A current list of the full name and last known business
or residence address of each Partner, together with the contributions and share
in profits and losses of each Partner.
9.1.2 A copy of this Agreement and all amendments thereto, the
Certificate of Limited Partnership and all Certificates of Amendment, and
executed copies of any powers of attorney pursuant to which any certificate has
been executed.
9.1.3 Copies of the Partnership's federal, state and local
income tax or information returns and reports, if any, for the six most recent
taxable years.
9.1.4 Financial statements of the Partnership for the six most
recent fiscal years.
9.1.5 The Partnership's books and records for at least the
current and past three fiscal years.
9.2 DELIVERY TO LIMITED PARTNERS AND INSPECTION.
9.2.1 Each Limited Partner shall have the right, for a purpose
reasonably related to the Limited Partner's interest as a limited partner in the
Partnership, upon written demand with a statement of the purpose of such demand
and at the Partnership's expense, to obtain a copy of the information required
to be maintained by Sections 9.1.1 and 9.1.2.
9.2.2 Each Limited Partner also shall have the right, for a
purpose reasonably related to the Limited Partner's interest as a limited
partner in the Partnership, upon written demand with a statement of the purpose
of such demand and at the Limited Partner's own expense, to obtain a copy of the
information required to be maintained by Sections 9.1.3 and 9.1.4 and to inspect
and copy during normal business hours the Partnership records required to be
maintained by Section 9.1.5.
9.2.3 The General Partner shall send to each Partner within 90
days after the end of each taxable year the information necessary for the
Partner to complete its federal and state income tax or information return, and
shall provide an estimate of that information within 60 days after the end of
each taxable year.
9.2.4 Notwithstanding any other provision of this Agreement,
the General Partner may keep confidential from the Limited Partners, for such
period of time as the General Partner determines in its sole and absolute
discretion to be reasonable, any Partnership information that (i) the General
Partner believes to be in the nature of trade secrets or other information the
disclosure of which the General Partner in good faith believes is not in the
best interests of the Partnership or (ii) the Partnership is required by law or
by agreements with unaffiliated third parties to keep confidential.
9.3 ACCOUNTING BASIS. The books of account shall be kept on an accrual
basis for income tax purposes and for purposes of preparing periodic financial
statements and reports. The Partnership shall adopt a fiscal year beginning on
the first day of January and ending on the last day of December of each year.
9.4 ADJUSTMENT OF TAX BASIS. Upon the transfer of an interest in the
Partnership, the Partnership may, at the sole discretion of the General Partner,
elect pursuant to I.R.C. Section 754, to adjust the basis of the Partnership
properties as allowed by I.R.C. Sections 734(b) and 743(b). The election, if
made, will be filed with the Partnership information income tax return for the
first taxable year to which the election applies.
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9.5 BANK ACCOUNTS. The cash funds of the Partnership shall be deposited
in a commercial bank account at such banks or other institutions, insured by the
Federal Deposit Insurance Corporation or Federal Savings and Loan Insurance
Corporation, as the General Partner shall determine. Disbursements from the bank
account shall be made by the General Partner in conformity with this Agreement.
The funds of the Partnership shall not be commingled with the funds of any other
person.
9.6 INSURANCE. The General Partner shall at all times cause the
Partnership to maintain comprehensive insurance, including fire, liability,
flood, earthquake, and extended coverage fire insurance in amounts determined by
the General Partner to be adequate for the protection of the Partnership and
each of its Partners. In addition, the General Partner shall at all times cause
the Partnership to carry appropriate worker's compensation insurance and such
other insurance with respect to the property owned or leased by it as shall be
customary for similar property, similarly located, from time to time.
9.7 TAXATION AS PARTNERSHIP. The General Partner, while serving as
such, agrees to use its best efforts to cause the Partnership to be classified
as a partnership for federal income tax purposes, unless the General Partner
determines that it is in the best interests of the Partnership to be classified
in some other fashion.
9.8 TAX MATTERS PARTNER. The General Partner shall serve as the
Partnership's Tax Matters Partner as that term is defined in I.R.C. Section
6231.
9.9 MEETINGS AND VOTING. All issues relating to notices of meetings or
the procedures to be followed at such meetings or actions of the Partners
without a meeting shall be governed by Section 15637 of the Act.
10. POWERS OF THE LIMITED PARTNER; LIMITED LIABILITY
10.1 POWERS OF THE LIMITED PARTNERS. The Limited Partners shall not
take any part in the management of the business or transact any business for the
Partnership and shall not have any power to sign for or bind the Partnership;
provided, however, that the holders of Partnership Common Units shall have the
right to approve or disapprove the matters affecting the Partnership's basic
structure set forth in Sections 10.1.1 through 10.1.4. Except as is otherwise
set forth in this Agreement, a Limited Partner Vote shall be required to approve
these items:
10.1.1 An amendment to the Agreement as provided in Section
17.3.1.
10.1.2 Termination and dissolution of the Partnership as
provided in Section 15.1.2.
10.1.3 The election of a new General Partner or General
Partners upon the removal, retirement, death, insanity, insolvency, bankruptcy
or dissolution of a General Partner or any successor General Partner, all in
accordance with Section 15.2 of this Agreement.
10.1.4 The sale or exchange in a single transaction of all or
substantially all of the assets of the Partnership.
The above list (Sections 10.1.1 through 10.1.4) shall
constitute a limitation by agreement of the rights granted to limited partners
generally by Section 15636(f) of the Act, and the Limited Partners shall not
have the right to vote pursuant to Section 9.9, Section 10, or otherwise on any
matter not listed above. Without the consent of any adversely affected Limited
Partner, the General Partner may not convert any Limited Partner into a general
partner or modify or affect the limited liability of any Limited Partner.
10.2 SERIES N PREFERRED UNITS - CERTAIN VOTING RIGHTS. Holders of the
Series N Preferred Units will not have any voting rights or right to consent to
any matter requiring the consent or approval of the Limited Partners, except as
set forth below. So long as any Series N Preferred Units remain outstanding, the
Partnership shall not, without the affirmative vote of the holders of at least a
majority of the Series N Preferred Units outstanding at the time:
10.2.1 (A) authorize or create, or increase the authorized or
issued amount of, any class or series of partnership interests senior to the
Series N Preferred Units with respect to payment of distributions or rights upon
liquidation, dissolution or winding-up, or (B) reclassify any partnership
interests of the Partnership into any such senior partnership interest, or (C)
create, authorize or issue any obligations or security convertible into or
evidencing the right to purchase any such senior partnership interests,
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10.2.2 (A) authorize or create, or increase the authorized or
issued amount of any Parity Preferred Units but only to the extent such Parity
Preferred Units are issued to an affiliate of the Partnership on terms that are
on other than arms'-length or that differ in material adverse respects from the
terms of any Parity Preferred Units issued to the public or nonaffiliates of the
Partnership (for purposes of this Section 10.2.2, an issuance to the General
Partner (or its affiliates) shall not be treated as an issuance to an affiliate
of the Partnership to the extent the issuance of such partnership interests was
to allow the General Partner (or its affiliate) to issue corresponding preferred
stock to persons who are not affiliates), or (B) reclassify any partnership
interest into any such partnership interest (provided that, in connection with a
permitted issuance of Parity Preferred Units, an equal number of Common Units
held by the General Partner, the PS Limited Partner or their affiliates may be
converted into a corresponding class of Parity Preferred Units) or (C) create,
authorize or issue any obligations or security convertible into or evidencing
the right to purchase any such partnership interests, or
10.2.3 either (A) consolidate, merge into or with, or convey,
transfer or lease its assets substantially as an entirety to, any corporation or
other entity or (B) amend, alter or repeal the provisions of the Partnership
Agreement, whether by merger, consolidation or otherwise, that would materially
and adversely affect the powers, special rights, preferences, privileges or
voting power of the Series N Preferred Units or the holders thereof; provided,
however, that with respect to the occurrence of a merger, consolidation or a
sale or lease of all of the Partnership's assets as an entirety, so long as (1)
the Partnership is the surviving entity and the Series N Preferred Units remain
outstanding with the terms thereof unchanged, or (2) the resulting, surviving or
transferee entity is a partnership, limited liability company or other
pass-through entity organized under the laws of any state and substitutes the
Series N Preferred Units for other interests in such entity having substantially
the same terms and rights as the Series N Preferred Units, including with
respect to distributions, voting rights and rights upon liquidation, dissolution
or winding-up, then the occurrence of any such event shall not be deemed to
materially and adversely affect such rights, privileges or voting powers of the
holders of the Series N Preferred Units; and provided further that any increase
in the amount of partnership interests or the creation or issuance of any other
class or series of partnership interests, in each case ranking (y) junior to the
Series N Preferred Units with respect to payment of distributions and the
distribution of assets upon liquidation, dissolution or winding-up, or (z) on a
parity with the Series N Preferred Units with respect to payment of
distributions or the distribution of assets upon liquidation, dissolution or
winding-up, or both shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers, provided such partnership
interests are not issued to an affiliate of the Partnership, other than the
General Partner to the extent the issuance of such interests was to allow the
General Partner to issue corresponding Preferred Stock to persons who are not
affiliates of the Partnership.
10.3 SERIES O PREFERRED UNITS - CERTAIN VOTING RIGHTS. Holders of the
Series O Preferred Units will not have any voting rights or right to consent to
any matter requiring the consent or approval of the Limited Partners, except as
set forth below. So long as any Series O Preferred Units remain outstanding, the
Partnership shall not, without the affirmative vote of the holders of at least a
majority of the Series O Preferred Units outstanding at the time, take any of
the actions described above in Sections 10.2.1, 10.2.2 and 10.2.3, treating each
reference in those provisions to "Series N Preferred Units" as a reference
instead to "Series O Preferred Units."
10.4 LIMITED LIABILITY. Performance of one or more of the acts
described in Section 10 shall not in any way constitute a Limited Partner as a
general partner or impose any personal liability on a Limited Partner. A Limited
Partner shall not be liable for any debts or obligations of the Partnership in
excess of its contribution to the capital of the Partnership (which has not been
previously returned to it) plus such capital returned to it as to which, by the
terms of Section 15666 of the Act, it shall remain liable. All Available Cash
that would otherwise be distributed to the Partners, however, shall be available
to creditors to satisfy the debts and obligations of the Partnership until the
time of actual distribution.
11. ASSIGNABILITY OF GENERAL AND LIMITED PARTNERS' INTERESTS
11.1 GENERAL PARTNER'S INTERESTS; ADMISSION OF SUCCESSOR OR ADDITIONAL
GENERAL PARTNER; WITHDRAWAL OR REMOVAL OF A GENERAL PARTNER.
11.1.1 Except as provided in Section 11.1.2 and subject to the
limitations of Section 14.2, with the consent of all other General Partners, if
any, and a Limited Partner Vote, any General Partner may at any time withdraw
and designate one or more persons to be successors to such General Partner or to
be an additional General Partner, in each case with such participation in such
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General Partner's interest as such General Partner and such successor or
additional General Partner may agree upon, provided that the interests of the
Limited Partners shall not be affected thereby.
11.1.2 Without the consent of any Partner, (i) a General
Partner may substitute in its stead as General Partner any entity that has, by
merger, consolidation or otherwise, acquired substantially all of its assets or
stock and continued its business and which has assumed all of the obligations of
the terminating General Partner; (ii) a General Partner may cause to be admitted
to the Partnership an additional General Partner or General Partners if required
to assure the continued classification of the Partnership as a partnership for
federal income tax purposes; and (iii) a General Partner may create a security
interest in its interest in the Partnership that is limited to the General
Partner's right to receive distributions. The Limited Partners hereby consent to
the admission of any additional or successor General Partner pursuant to this
Section 11.1.2, and no further consent or approval shall be required. Any other
voluntary withdrawal by any General Partner from the Partnership or any other
sale, transfer or assignment by such General Partner of its interest in the
Partnership shall be effective only (i) upon a Limited Partner Vote, and (ii) if
applicable, upon the admission in accordance with Section 11.1.1 of a successor
or additional General Partner, as the case may be.
11.2 LIMITED PARTNER'S INTEREST. Except as provided in this Section 11,
a Limited Partner may not sell, transfer, encumber or otherwise dispose of,
voluntarily or involuntarily, the whole or any part of its interest in the
Partnership without the prior written consent of the General Partner, which
consent will not be unreasonably withheld. No assignment shall be valid or
effective unless in compliance with the conditions contained in this Agreement,
and any unauthorized transfer or assignment shall be void AB INITIO. Subject to
compliance with the other provisions of Section 11, beginning one year after the
date of this Agreement, a Limited Partner shall be permitted to transfer the
whole or any part of its interest in the Partnership without the prior written
consent of the General Partner to permitted transferees as described in the
following sentence, provided that each permitted transferee acquires at least
500,000 Parity Preferred Units and no such transferee may be, or be affiliated
with, a competitor or potential competitor of the Company, the Partnership or
their affiliates. Permitted transferees for this purpose are: (i) an entity that
is controlled by, and directly or indirectly more than 50% owned by, the Limited
Partner, (ii) an entity that controls, and directly or indirectly owns more than
50% of, the Limited Partner, (iii) a so called "exchange" fund managed by Eaton
Vance Management (in the case of transfers to entities described in this clause
(iii), transfers may be made during the first year after the date of this
Agreement and the requirement that the transferee acquire at least 500,000
Parity Preferred Units shall not apply, so long as Series N Preferred Units are
held by 12 or fewer such entities), (iv) a so called "exchange" fund managed by
DLJ Asset Management Group, Inc. or one of its affiliates (in the case of
transfers to entities described in this clause (iv), transfers may be made
during the first year after the date of this Agreement and the requirement that
the transferee acquire at least 500,000 Parity Preferred Units shall not apply,
so long as Series O Preferred Units are held by 5 or fewer such entities) or (v)
any other so called "exchange" fund.
11.3 SUBSTITUTED LIMITED PARTNERS. Except as otherwise provided in this
Agreement, an assignee of the interest of a Limited Partner shall not have the
right to become a substituted Limited Partner in place of the assignor without
the consent of the General Partner, which may be withheld in its sole and
absolute discretion, and the execution of an amendment to this Agreement.
11.4 ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST WITHOUT SUBSTITUTION.
Subject to Section 11.7, with the consent of the General Partner, which shall
not be unreasonably withheld, a Limited Partner shall have the right to assign
all or part of such Partner's interest in the Partnership by a written
instrument of assignment, the terms of which are not in contravention of any of
the provisions of this Agreement. The assigning Partner shall deliver to the
General Partner a written instrument of assignment in form and substance
satisfactory to the General Partner, duly executed by the Limited Partner. An
assignee shall be entitled to receive distributions from the Partnership
attributable to the Partnership interest acquired by reason of any such
assignment from and after the effective date of the assignment of such interest
to such assignee; provided, however, that the Partnership and the General
Partner shall be entitled to treat the assignor of such Partnership interest as
the absolute owner thereof in all respects, and shall incur no liability for
distributions made in good faith to the assignor until such time as the written
instrument of assignment has been received by the Partnership and recorded on
its books and the effective date of the assignment has passed. The "effective
date" of the assignment shall be that date set forth in the written instrument
of assignment, which shall in no event be earlier than the date on which all
requirements of this Section 11.5 are satisfied.
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11.5 WITHDRAWAL OF LIMITED PARTNER. Except as otherwise specifically
permitted by this Agreement, a Limited Partner shall not be entitled to withdraw
or retire from the Partnership.
11.6 DEATH, LEGAL INCOMPETENCY OR DISSOLUTION OF LIMITED PARTNER. The
death, dissolution, bankruptcy, incompetency or other legal disability of a
Limited Partner shall not dissolve or terminate the Partnership. Upon the death,
dissolution, bankruptcy, incompetency or other legal disability of a Limited
Partner, the successor in interest of such Partner shall have all the rights and
be liable for all the liabilities of the Partner in the Partnership to the
extent of such Partner's interest, subject to the terms and conditions of this
Agreement, and, with the prior written consent of the General Partner, which may
be withheld at its sole discretion, may be substituted for such Partner.
11.7 OTHER RESTRICTIONS. In addition to any other restrictions on
transfer contained in this Agreement, in no event may a transfer or assignment
of a partnership interest by any Partner be made without the consent of the
General Partner in its sole and absolute discretion:
11.7.1 to any person or entity that lacks the legal right,
power or capacity to own a partnership interest;
11.7.2 in violation of applicable law;
11.7.3 in the event such transfer adversely affects the
Company's ability to qualify as a REIT or could subject the Company to any
additional taxes under Section 857 or Section 4981 of the I.R.C.; 11.7.4 if such
transfer would cause the Partnership to become, with respect to any employee
benefit plan subject to Title I of the Employee Retirement Income Security Act
of 1974 as amended ("ERISA"), a "party-in-interest" (as defined in Section 3(14)
of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the
I.R.C.);
11.7.5 if such transfer would cause any portion of the assets
of the Partnership to constitute assets of any employee benefit plan pursuant to
Department of Labor regulations Section 2510.2-101;
11.7.6 if such transfer subjects the Partnership to regulation
under the Investment Partnership Act of 1940, the Investment Advisors Act of
1940 or ERISA, each as amended;
11.7.7 if the General Partner believes a material adverse
effect would result from such a transfer because it would result in a
termination of the Partnership for federal or state income tax purposes or the
Partnership being treated for federal income tax purposes as an association
taxable as a corporation; or
11.7.8 if such transfer would require filing of a registration
statement under the Securities Act or would otherwise violate any federal or
state securities laws or regulations applicable to the Partnership or the
partnership interests.
12. EXCHANGEABLE PREFERRED UNITS
12.1 RIGHT TO EXCHANGE - SERIES N.
12.1.1 At any time on or after the tenth (10th) anniversary of
the date of issuance of Series N Preferred Units, each holder of Series N
Preferred Units shall have the option to exchange all, but not part, of such
holder's Series N Preferred Units, and the Company shall have the option to
cause each holder to so exchange the holder's Series N Preferred Units, for
depositary shares representing interests in authorized but previously unissued
shares of 9.5% Cumulative Preferred Stock, Series N, of the Company (the "SERIES
N PREFERRED STOCK") at an exchange rate of one depositary share representing one
thousandth (1/1000) of a share of Series N Preferred Stock for one (1) Series N
Preferred Unit, subject to adjustment as described below (the "EXCHANGE Ratio").
12.1.2 At any time prior to the tenth (10th) anniversary of
the date of issuance of Series N Preferred Units and after the third (3rd)
anniversary thereof, at the option of a majority of the holders thereof (acting
as a whole), the Series N Preferred Units shall be exchangeable in whole (but
not in part) for depositary shares representing interests in Series N Preferred
Stock based on the Exchange Ratio, if the holders of Series N Preferred Units
shall deliver to the Company either (i) a private letter ruling addressed to
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such holder of Series N Preferred Units or its counsel or (ii) an opinion of
independent counsel reasonably acceptable to the Company based on the enactment
of temporary or final Regulations or the publication of a Revenue Ruling, in
either case to the effect that an exchange of the Series N Preferred Units at
such earlier time would not cause the Series N Preferred Units to be considered
"stock and securities" within the meaning of Section 351(e) of the I.R.C. for
purposes of determining whether the holder of such Series N Preferred Units is
an "investment company" under section 721(b) of the I.R.C. if an exchange is
permitted at such earlier date.
12.1.3 In addition, at any time prior to the tenth (10th)
anniversary of the date of issuance of Series N Preferred Units, each holder of
Series N Preferred Units shall have the option to exchange all, but not part, of
such holder's Series N Preferred Units for depositary shares representing
interests in Series N Preferred Stock based on the Exchange Ratio, if:
(a) upon receipt by a holder or holders of Series N Preferred
Units of (1) notice from the General Partner that the General Partner
or a Subsidiary of the General Partner has taken the position that the
Partnership is, or upon the occurrence of a defined event in the
immediate future will be, a PTP and (2) an opinion rendered by an
outside nationally recognized independent counsel familiar with such
matters addressed to a holder or holders of Series N Preferred Units,
that the Partnership is or likely is, or upon the occurrence of a
defined event in the immediate future will be or likely will be, a PTP;
(b) if the holder is a real estate investment trust within the
meaning of Sections 856 through 859 of the I.R.C. (a "REIT") and (i)
the Partnership reasonably determines that for a taxable year after
1999 such a holder would fail to satisfy the income and asset
requirements of Section 856 of the I.R.C. if that REIT were to be
evaluated as if all of its income and assets were derived from its
Series N Preferred Units and assuming that the REIT does not actually
or constructively own a 10% or greater interest in vote or value of the
Company or (ii) any such holder of Series N Preferred Units shall
deliver to the Partnership and the General Partner an opinion of
independent counsel reasonably acceptable to the General Partner to the
effect that, based on the assets and income of the Partnership for a
taxable year after 1999, such a holder would fail to satisfy the income
and asset requirements of Section 856 of the I.R.C. if that REIT were
to be evaluated as if all of its income and assets were derived from
its Series N Preferred Units and assuming that the REIT does not
actually or constructively own a 10% or greater interest in vote or
value of the Company and that such failure would create a meaningful
risk that a holder of the Series N Preferred Units would fail to
maintain qualification as a REIT; or
(c) after December 31, 2005, if (A) the Partnership has been
notified that the holder of Series N Preferred Units is, or reasonably
anticipates that it may become, a PTP, and (B) for any taxable year
during which any Series N Preferred Units are so held, less than ninety
percent (90%) of the gross income of the Partnership for such taxable
year constitutes "qualifying income" within the meaning of Section
7704(d) of the I.R.C.
provided, however, that if an exchange pursuant to this Section 12.1.3 would
result in more than one half of the number of Series N Preferred Units
originally outstanding having been exchanged (whether pursuant to this Section
12.1.3 or otherwise), the Company shall have the option to cause all holders to
exchange their Series N Preferred Units.
12.1.4 Further, at any time prior to the tenth (10th)
anniversary of the date of issuance of Series N Preferred Units, at the option
of a majority of the holders thereof (acting as a whole), the Series N Preferred
Units shall be exchangeable in whole (but not in part) for depositary shares
representing interests in Series N Preferred Stock based on the Exchange Ratio
if:
(a) at any time full distributions shall not have been timely
made on any Series N Preferred Unit with respect to six (6) prior
quarterly distribution periods, whether or not consecutive, provided,
however, that a distribution in respect of Series N Preferred Units
shall be considered timely made if made within two (2) Business Days
after the applicable Preferred Unit Distribution Payment Date if at the
time of such late payment there shall not be any prior quarterly
distribution periods in respect of which full distributions were not
timely made;
(b) the "Net Asset Value" (as defined in the Contribution
Agreement) of the Partnership at the end of any fiscal quarter is less
than $400,000,000;
(c) if at any time after the fifth (5th) anniversary of the
date of issuance, the Company fails to maintain a Fixed Charge Coverage
Ratio (as defined in the Contribution Agreement) of 1.25 to 1.00 or
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greater in each period of four fiscal quarters ending on the last day
of each fiscal quarter commencing with the quarter ending March 31,
2000;
(d) if at any time after the fifth (5th) anniversary of the
date of issuance, the Company fails to maintain a Debt Ratio (as
defined in the Contribution Agreement) of 50% or less at the end of
each fiscal quarter commencing with the quarter ending March 31, 2000;
or
(e) the Company shall engage in any transaction, or series of
transactions, that causes the Company's common stock, par value $.10,
either (A) to be held of record by fewer than 300 persons (as
determined in accordance with Rule 12g5-1 of the Securities Exchange
Act of 1934, as amended) or (B)(1) to no longer be listed on any
national securities exchange or (2) not to be quoted on an inter-dealer
quotation system of any registered national securities association;
provided, however, that with respect to any exchange right arising pursuant to
clauses (b), (c) or (d) of this Section 12.1.4, if the exchanging holder's
Capital Account is less than $25.00 per Series N Preferred Unit, the Exchange
Ratio shall be reduced to reflect the ratio of the per unit Capital Account to
$25.00 (I.E., if such an exchanging holder's per unit capital account were
$24.00, each Series N Preferred Unit would be exchangeable for 24/25 of a
depositary share representing one thousandth (1/1000) of a share of Series N
Preferred Stock).
12.1.5 Notwithstanding anything to the contrary set forth in
Section 12.1, if an Exchange Notice (as defined in this Agreement) has been
delivered to the Company, then the Company may, at its option, elect to purchase
or cause the Partnership to redeem all or a portion of the outstanding Series N
Preferred Units for cash in an amount equal to the Liquidation Preference of the
Series N Preferred Unit to be redeemed. The Company may exercise its option to
redeem the Series N Preferred Units for cash pursuant to this Section 12.1.5 by
giving each holder of record of Series N Preferred Units notice of its election
to redeem for cash, in a fashion consistent with the procedures for redemption
in Section 6.6.3.
12.1.6 In the event an exchange of all or a portion of Series
N Preferred Units pursuant to Section 12 would violate the provisions on
ownership limitation of the Company set forth in Article XI, Section 7,
subsection (l) of the Company's Bylaws (the "OWNERSHIP LIMITATION"), the Company
shall give written notice thereof to each holder of record of Series N Preferred
Units, within five (5) Business Days following receipt of the Exchange Notice,
by (m) fax, and (n) certified mail, postage prepaid, at the address of each such
holder set forth in the records of the Partnership. In such event, each holder
of Series N Preferred Units shall be entitled to exchange, pursuant to the
provision of Section 12 a number of Series N Preferred Units that would comply
with the Ownership Limitation and any Series N Preferred Units not so exchanged
(the "EXCESS UNITS") shall be redeemed by the Partnership for cash in an amount
equal to the Liquidation Preference per Excess Unit to the date of redemption.
As a condition to such exchange, each holder of such Excess Units agrees to
provide representations and covenants reasonably requested by the Company
relating to (1) the widely held nature of the interests in such holder,
sufficient to assure the Company that the holder's ownership of stock of the
Company (without regard to the limits described above) will not cause any
individual to own in excess of the Ownership Limitation, taking into account any
waiver in the Certificate of Determination; and (2) to the extent such holder
can so represent and covenant without obtaining information from its owners, the
holder's ownership of tenants of the Company and its affiliates. The General
Partner shall proceed in a fashion consistent with the procedures for redemption
in Section 6.6.3.
12.2 RIGHT TO EXCHANGE - SERIES O. The Series O Preferred Units also
shall be exchangeable as are the Series N Preferred Units: the provisions of
Section 12.1 shall be read as if restated in this Section 12.2, but as if each
reference in those provisions to "Series N Preferred Units" instead were a
reference to "Series O Preferred Units," and by treating each reference to the
"Series N Preferred Stock" as a reference to the 9.125% Cumulative Preferred
Stock, Series O, of the Company.
12.3 PROCEDURE FOR EXCHANGE.
12.3.1 Any exchange shall be exercised pursuant to a notice of
exchange (the "EXCHANGE NOTICE") delivered to the Company by the holders
exercising such exchange right, by (A) fax and (B) by certified mail, postage
prepaid. The exchange of Exchangeable Preferred Units, or a specified portion
thereof, may be effected after the fifth (5th) Business Day following receipt by
the Company of the Exchange Notice by delivering certificates, if any,
representing such Exchangeable Preferred Units to be exchanged together with, if
applicable, written notice of exchange and a proper assignment of such
Exchangeable Preferred Units to the office of the Company. Each exchange will be
deemed to have been effected immediately prior to the close of business on the
17
<PAGE>
date on which such Exchangeable Preferred Units to be exchanged (together with
all required documentation) shall have been surrendered and notice shall have
been received by the Company as aforesaid and shares based on the Exchange Ratio
shall have been paid. Any depositary shares representing interests in shares of
Corresponding Preferred Stock issued pursuant to this Section 12 shall be
delivered as shares which are duly authorized, validly issued, fully paid and
nonassessable, free of pledge, lien, encumbrance or restriction other than those
provided in the Company's Restated Articles of Incorporation, certificates of
determination, Bylaws, the Securities Act and relevant state securities or blue
sky laws.
12.3.2 In the event of an exchange of Exchangeable Preferred
Units for depositary shares representing interests in shares of Corresponding
Preferred Stock, an amount equal to the accrued and unpaid distributions,
whether or not declared, to the date of exchange on any Exchangeable Preferred
Units tendered for exchange shall (A) accrue on the depositary shares
representing interests in shares of the Corresponding Preferred Stock into which
such Exchangeable Preferred Units are exchanged, and (B) continue to accrue on
such Exchangeable Preferred Units, which shall remain outstanding following such
exchange, with the Company as the holder of such Exchangeable Preferred Units.
Notwithstanding anything to the contrary set forth in this Agreement, in no
event shall a holder of a Exchangeable Preferred Unit that was validly exchanged
into depositary shares representing interests in shares of Corresponding
Preferred Stock pursuant to this section (other than the Company now holding
such Exchangeable Preferred Unit), receive a cash distribution out of Available
Cash of the Partnership, if such holder, after exchange, is entitled to receive
a distribution out of Available Cash with respect to the depositary shares
representing interests in shares of Corresponding Preferred Stock for which such
Exchangeable Preferred Unit was exchanged or redeemed.
12.3.3 Fractional depositary shares representing interests in
shares of Corresponding Preferred Stock are not to be issued upon exchange but,
in lieu thereof, the Company will pay a cash adjustment based upon the fair
market value of depositary shares representing interests in the shares of
Corresponding Preferred Stock on the day prior to the exchange date as
determined in good faith by the Board of Directors of the Company.
12.4 ADJUSTMENT OF EXCHANGE RATIO.
12.4.1 The Exchange Ratio is subject to adjustment upon
certain events, including, (A) subdivisions, combinations and reclassification
of the Corresponding Preferred Stock, and (B) distributions to all holders of
Corresponding Preferred Stock of evidence of indebtedness of the Company or
assets (including securities, but excluding dividends and distributions paid in
cash out of equity applicable to Corresponding Preferred Stock).
12.4.2 In case the Company shall be a party to any transaction
(including, without limitation, a merger, consolidation, statutory share
exchange, tender offer for all or substantially all of the Company's capital
stock or sale of all or substantially all of the Company's assets), in each case
as a result of which the Corresponding Preferred Stock will be converted into
the right to receive shares of capital stock, other securities or other property
(including cash or any combination thereof), each Exchangeable Preferred Unit
will thereafter be exchangeable into the kind and amount of shares of capital
stock and other securities and property receivable (including cash or any
combination thereof) upon the consummation of such transaction by a holder of
that number of depositary shares representing interests in shares of
Corresponding Preferred Stock or fraction thereof into which one Exchangeable
Preferred Unit was exchangeable immediately prior to such transaction. The
Company may not become a party to any such transaction unless the terms thereof
are consistent with the foregoing.
12.5 NO CONVERSION RIGHTS. The holders of the Exchangeable Preferred
Units shall not have any rights to convert such units into shares of any other
class or series of stock or into any other securities of, or interest in, the
Partnership.
13. LOANS TO PARTNERSHIP
13.1 AUTHORITY TO BORROW. The Partnership may from time to time borrow
such amounts from such persons (including the Partners) on such security and
payable on such terms as the General Partner may determine, subject to the
conditions in Section 13.2.
13.2 LOANS FROM PARTNERS. If a Partner shall, with the prior consent of
the General Partner, make any loan or loans to the Partnership or advance money
on its behalf, the amount of any such loan or advance shall not be an increase
in the capital account (as defined in Section 4.6) of the lending Partner or
assignee or entitle such lending Partner or assignee to an increase in its share
of the distributions of the Partnership, or subject such Partner or assignee to
18
<PAGE>
any greater proportion of the losses which the Partnership may sustain. The
amount of any such loan or advance shall be a debt due from the Partnership to
such lending Partner or assignee, repayable upon such terms and conditions and
bearing interest at such rates as shall be mutually agreed upon by the lending
Partner or assignee and the General Partner. Notwithstanding the foregoing, no
Partner shall be under any obligation whatsoever to make any such loan or
advance to the Partnership.
13.3 REPAYMENT OF LOANS ON TERMINATION. If a General Partner (or any
affiliate of a General Partner) has made a loan to the Partnership, and that
General Partner is terminated as a general partner by action of the Limited
Partners, upon the effective date of such termination, the Partnership shall
repay to the lending General Partner (or the affiliate) the total outstanding
amount owing with respect to any such unsecured loans.
14. CERTIFICATES AND OTHER DOCUMENTS
14.1 MAKING, FILING, ETC. OF CERTIFICATES, DOCUMENTS AND INSTRUMENTS.
The General Partner shall make, file or record with the appropriate public
authority and, if required, publish, the Agreement, any amendments thereof and
such other certificates, instruments and documents as may be required or
appropriate in connection with the business and affairs of the Partnership.
14.2 REQUIRED SIGNATURES. Any writing to amend this Agreement to
reflect the removal, retirement, bankruptcy or dissolution (or death or insanity
in the case of an individual General Partner) of a General Partner in the event
the business of the Partnership is continued pursuant to the terms of this
Agreement need be signed only by a remaining General Partner or a new General
Partner and the Limited Partners. For purposes of filing amendments, dissolution
and cancellation certificates with the California Secretary of State pertaining
to the Partnership's Certificate of Limited Partnership referred to in Section
2, the signature and acknowledgment of only one General Partner is required.
15. DISSOLUTION AND TERMINATION OF THE PARTNERSHIP
15.1 DISSOLUTION. Except as otherwise provided in this Agreement, no
Partner shall have the right to cause dissolution of the Partnership before the
expiration of the term for which it is formed. The Partnership shall be
dissolved and terminated upon the happening of the following events:
15.1.1 The expiration of the term of the Partnership as
specified in Section 2.3.
15.1.2 The decision by the General Partner and by a Limited
Partner Vote to dissolve and terminate the Partnership.
15.1.3 An act as specified in Section 15642 of the Act with
respect to a General Partner; provided, however, that no dissolution shall occur
under this subsection if, within 90 days from the date of such event, (i) the
remaining General Partner, if any, elects to continue the business of the
Partnership or (ii) if there is no remaining General Partner, the Limited
Partners elect to continue the Partnership and at least one successor General
Partner is elected by the Limited Partners as provided in Section 15.2.
15.1.4 The removal of a General Partner, unless (i) there is a
remaining General Partner which elects to continue the business of the
Partnership or (ii) prior to the effective date of removal a successor General
Partner is elected by the Limited Partners as provided in Section 15.2, which
successor elects to continue the business of the Partnership.
15.1.5 The sale of all of the Partnership's assets and the
conversion into cash of any proceeds of a sale originally received in a form
other than cash.
15.1.6 The Partnership shall not be dissolved or terminated by
the admission of any new limited partner or by withdrawal, expulsion, death,
insolvency, bankruptcy or other disability of a limited partner.
Upon dissolution, the Partnership shall cause to be filed with
the California Secretary of State a Certificate of Dissolution. The signature of
any one General Partner shall be sufficient for the certificate.
15.2. LIMITED PARTNERS' RIGHT TO CONTINUE. Notwithstanding anything
contained in Section 15.1, if upon the occurrence of an event as specified in
19
<PAGE>
Section 15.1.3 or 15.1.4 there is no remaining General Partner, a meeting of the
Partners shall be held at the principal place of business of the Partnership
within forty-five (45) days after the happening of such event to consider
whether to continue the Partnership on the same terms and conditions as are
contained in this Agreement (except that the General Partner or General Partners
may be different) and to select a General Partner or General Partners for the
Partnership, or whether to wind up the affairs of the Partnership, liquidate its
assets and distribute the proceeds therefrom in accordance with Section 16. The
Partnership may be continued by the affirmative vote or written consent of all
of the Partners. If the Partnership is continued pursuant to the preceding
sentence, the Limited Partner(s) shall, by the affirmative vote or written
consent of all of the Partners, select a new General Partner or General Partners
for the Partnership. The new General Partner or General Partners shall execute,
acknowledge and file or record, as appropriate, an Amendment to Partnership
Certificate of Limited Partnership.
16. DISTRIBUTION ON TERMINATION OF PARTNERSHIP
16.1. LIQUIDATION DISTRIBUTION. Upon a dissolution and final
termination of the Partnership, the General Partner (or in the event of a
General Partner's bankruptcy, dissolution, retirement, withdrawal, death or
insanity as provided in Section 15.1 and if there is no remaining General
Partner, any other person or entity selected by the Limited Partners) shall take
account of the Partnership's assets and liabilities, and the assets shall be
liquidated as promptly as is consistent with obtaining their fair market value,
and any proceeds, together with assets distributed in kind, shall be applied and
distributed in the following order:
16.1.1 To the payment of debts and liabilities of the
Partnership to creditors in the order of priority provided by law (other than
any loans or advances that may have been made by any of the Partners to the
Partnership) and the expenses of liquidation.
16.1.2 To the establishment of any reserves that the General
Partner deems reasonably necessary for any contingent or unforeseen liabilities
or obligations of the Partnership or of the General Partner arising out of or in
connection with the Partnership. Such reserves shall be paid to a trust to be
held for the purpose of disbursing such reserves in payment of any of the
aforementioned contingencies, and, at the expiration of such period as the
General Partner shall deem advisable, to distribute the balance thereafter
remaining in the manner hereinafter provided by this Section 16.1.
16.1.3 To the repayment of any loans or advances that may have
been made by any of the Partners to the Partnership, but if the amount available
for such repayment shall be insufficient, then pro rata on account thereof
(provided that secured loans shall first be given priority, to the extent of the
value of the collateral).
16.1.4 To pay the amount of each Partner's capital account.
For purposes of Section 16.1.4, each Partner's capital account shall first be
adjusted to reflect all capital account adjustments through the date of
liquidation, including any gain or loss allocable to the Partners with respect
to any sale of Partnership property that occurs immediately prior to the
dissolution (or any deemed sale as to any property distributed in kind). Such
gain or loss shall be allocated in accordance with the provisions of Section 5.
Distributions pursuant to this Section 16.1 may be made in cash and/or
kind as the General Partner in its sole discretion shall determine, provided
that the fair market value of any property distributed in kind shall be
determined by agreement of the parties, or if no agreement is reached, by an
independent appraisal. The difference between the value of the property
distributed in kind and its book value shall be treated as a gain or loss on
sale of the property and shall be credited or charged to the Partners in the
fashion specified in Section 5.
The voluntary sale, conveyance, lease, exchange or transfer (for cash,
shares of stock, securities or other consideration) of all or substantially all
of the property or assets of the General Partner to, or the consolidation or
merger or other business combination of the Partnership with or into, any
corporation, trust, partnership, limited liability company or other entity (or
of any corporation, trust, partnership, limited liability company or other
entity with or into the Partnership) shall not be deemed to constitute a
liquidation, dissolution or winding-up of the Partnership.
16.2. TIME OF LIQUIDATION. A reasonable time shall be allowed for the
orderly liquidation of the assets of the Partnership and the discharge of
liabilities to creditors so as to enable the General Partner to minimize the
losses attendant upon a liquidation.
20
<PAGE>
16.3. LIQUIDATION STATEMENT. Each of the Partners shall be furnished
with a statement prepared or caused to be prepared by the General Partner, which
shall set forth the assets and liabilities of the Partnership as of the date of
complete liquidation. Upon compliance by the General Partner with the foregoing
distribution plan (including payment over to the trust provided for by Section
16.1 if there are sufficient funds therefor), the Limited Partners shall cease
to be such, and the General Partner, as the sole remaining Partner of the
Partnership, shall execute, acknowledge and cause to be filed a Certificate of
Cancellation of the Partnership pursuant to Section 15623 of the Act. The
signature of any one of the General Partners, if more than one, shall be
sufficient for such certificate.
16.4. NO LIABILITY FOR RETURN OF CAPITAL. The General Partner shall not
be personally liable for the return of all or any part of the Capital
Contributions of the Limited Partners. Any such return shall be made solely from
Partnership assets.
16.5. NO RIGHT OF PARTITION. The Partners and their assignees shall
have no right to receive Partnership property in kind, nor shall any such
Partners or assignees have the right to partition the Partnership property,
whether or not upon dissolution and termination of the Partnership.
17. GENERAL PROVISIONS
17.1 NOTICES. Except as otherwise provided in this Agreement, any
notice, payment, distribution or other communication that shall be required to
be given to the Limited Partners in connection with the business of the
Partnership shall be duly given if in writing and delivered personally to the
person to whom it is authorized to be given at the time of such delivery, or if
sent by mail or telegraph, to the last address furnished by the Limited Partner
for such purpose as of the time of such mailing; and if to the General Partner
or the Partnership, shall be given when actually received at the principal
office of the Partnership or at such other address as the General Partner may
hereafter specify.
17.2 SURVIVAL OF RIGHTS. This Agreement shall be binding upon and inure
to the benefit of the Partners and their respective heirs, legatees, legal
representatives, successors and assigns.
17.3 AMENDMENT.
17.3.1 This Agreement may be amended, modified and changed by
the agreement of the General Partner and by a Limited Partner Vote, except as
specified in Section 17.3.2 and as otherwise limited in this Agreement. If
mandated by Section 15622(b) of the Act, the General Partner shall (and in all
other cases the General Partner may), within 30 days of the effective date of
any such amendment, execute, acknowledge and file an amendment to the
Partnership's Certificate of Limited Partnership. If there is more than one
general partner, the signature of any one general partner shall be sufficient
for the purpose of executing any amendment to the Partnership's Certificate of
Limited Partnership.
17.3.2 The General Partner shall have the authority to amend
this Agreement without any vote or other action by the Limited Partners (i) to
reflect transfers of Partnership interests pursuant to Section 11 or to form,
qualify or continue the partnership as a limited partnership (or a partnership
in which the limited partners have limited liability) in all jurisdictions in
which the Partnership conducts or plans to conduct business, (ii) to satisfy any
requirements, conditions, guidelines or options contained in any opinion,
directive, order, ruling or regulation of the Internal Revenue Service or any
other federal or state agency, or in any federal or state statute, compliance
with which its deems to be in the best interests of the Partnership, (iii) to
cure any ambiguity, or correct or supplement any provision contained in this
Agreement that may be incomplete or inconsistent with any other provisions
contained in this Agreement, so long as such amendment under this clause (iii)
does not materially adversely affect the interest of a Limited Partner (without
the consent of such Limited Partner), and (iv) to change the principal office of
the Partnership, as set forth in Section 3.
17.4 HEADINGS. The captions of the articles and sections of this
Agreement are for convenience only and shall not be deemed part of the text of
this Agreement.
17.5 AGREEMENT IN COUNTERPARTS. This Agreement, or any amendment, may
be executed in multiple counterparts, each of which shall be deemed an original
Agreement, and all of which shall constitute one agreement.
17.6 GOVERNING LAW. This Agreement shall be governed and construed
according to the laws of the State of California.
21
<PAGE>
17.7 TIME. Time is of the essence in this Agreement.
17.8 ADDITIONAL DOCUMENTS. Each Partner, upon the request of the
General Partner, shall perform any further acts and execute and deliver any
documents that may be reasonably necessary to carry out the provisions of this
Agreement.
17.9 LIMITATION ON CREDITORS' INTERESTS. No creditor who makes a
nonrecourse loan to the Partnership shall have or acquire at any time, as a
result of making such loan, any direct or indirect interest in the profits,
capital or properties of the Partnership, other than as a secured creditor.
17.10 NO THIRD-PARTY RIGHTS CREATED. The provisions of this Agreement
are solely for the purpose of defining the interests of the Partners and others
referred to in this Agreement, and no other person, firm or entity (other than a
permitted successor to such a person) shall have any right, power, title or
interest by way of subrogation or otherwise, in and to the rights, powers, title
and provisions of this Agreement.
17.11 VALIDITY. Should any portion of this Agreement be declared
invalid and unenforceable, then such portion shall be deemed to be severable
from this Agreement and shall not affect the remainder of this Agreement.
17.12 PRONOUNS. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.
17.13 GENERAL PARTNER AS ATTORNEY-IN-FACT FOR LIMITED PARTNERS. Each
Limited Partner, by becoming a Limited Partner, constitutes and appoints the
General Partner, and any additional or successor general partners as general
partners (with full power of substitution), as the Limited Partner's true and
lawful attorney-in-fact in the Limited Partner's name, place and stead, from
time to time:
17.13.1. To execute, acknowledge, file and/or record all
agreements amending this Agreement, as now and hereafter amended, that may be
appropriate to reflect: (a) a change of the name or the location of the
principal place of business of the Partnership; (b) the disposal by any Limited
Partner of an interest in the Partnership, or any Units constituting a part
thereof, in any manner permitted by this Agreement, and any return of the
Capital Contribution of a Partner (or any part thereof) provided for by this
Agreement; (c) a person becoming a Partner of the Partnership as permitted by
this Agreement; or (d) a change in any provision of this Agreement or the
exercise by any person of any right or rights hereunder not requiring the
consent of said Partner.
17.13.2. To execute, acknowledge, file and/or record such
certificates, instruments and documents as may be required of the Limited
Partners by the laws of any state or other jurisdiction, or as may be
appropriate for the Partner to execute, acknowledge, file and/or record to
reflect: (a) a change of address of the Partners; (b) any changes in or
amendments of this Agreement, or pertaining to the Partnership, of any kind
referred to in Section 17.13.1; (c) any other changes in, or amendments of, this
agreement, but only if and when the consent of any required percentage of the
Limited Partners has been obtained.
17.13.3. Each of the agreements, certificates, instruments and
documents referred to in this Section 17.13 shall be in such form as the
attorney-in-fact and the legal counsel for the Partnership shall deem
appropriate. The powers conferred by this Section 17.13 with respect to
agreements, certificates, instruments and documents shall be deemed to include
the powers to sign, execute, acknowledge, swear to, verify, deliver, file,
record and publish the same. Each Limited Partner authorizes the
attorney-in-fact to take any further action which the attorney considers
necessary or convenient in connection with any of the foregoing, hereby giving
the attorney-in-fact full power and authority to do and perform each and every
act and thing whatsoever requisite, necessary or convenient to be done in and
about the foregoing as fully as the Partner might or could do if personally
present and hereby ratifying and confirming all that the attorney-in-fact shall
lawfully do or cause to be done by virtue hereof. The powers hereby conferred
22
<PAGE>
shall continue from the date the Partner becomes a Partner in the Partnership
until the Partner shall cease to be a Partner and, being coupled with an
interest, shall be irrevocable.
The undersigned have signed this Agreement of Limited Partnership as of
the date indicated above.
"GENERAL PARTNER:"
PS TEXAS HOLDINGS, LTD.,
a Texas limited partnership
By: PS GPT Properties, Inc., a California corporation,
its general partner
By: /s/ David Goldberg
------------------
David Goldberg
Senior Vice President
By: /s/ David P. Singelyn
---------------------
David P. Singelyn
Assistant Secretary
"LIMITED PARTNERS:"
PS LPT PROPERTIES INVESTORS,
a Maryland business trust
By: /s/ David Goldberg
------------------
David Goldberg
Senior Vice President
By: /s/ David P. Singelyn
---------------------
David P. Singelyn
Assistant Secretary
BELCREST REALTY CORPORATION,
a Delaware corporation
By: /s/ William R. Cross
--------------------
William R. Cross
Vice President
BELAIR REAL ESTATE CORPORATION,
a Delaware corporation
By: /s/ William R. Cross
--------------------
William R. Cross
Vice President
23
<PAGE>
BELPORT REALTY CORPORATION,
a Delaware corporation
By: /s/ William R. Cross
--------------------
William R. Cross
Vice President
BELMAR REALTY CORPORATION,
a Delaware corporation
By: /s/ William R. Cross
--------------------
William R. Cross
Vice President
MONTEBELLO REALTY CORP.,
a Delaware corporation
By: /s/ J. Timothy Ford
-------------------
J. Timothy Ford
Vice President
[signatures continue]
24
<PAGE>
DLJ EMERGING GROWTH PARTNERS, L.P.,
a Delaware limited partnership
By: WSW Capital, Inc., its general partner
By: /s/ Kent Covington
------------------
Kent Covington
Vice President
EDGEWATER EQUITY PARTNERS, L.P.,
a Delaware limited partnership
By: WSW Capital, Inc., its general partner
By: /s/ Kent Covington
------------------
Kent Covington
Vice President
ACKNOWLEDGED AND AGREED, AS
TO THE ISSUANCE OF COMPANY
STOCK PURSUANT TO SECTION 12:
"COMPANY"
PUBLIC STORAGE, INC.,
a California corporation
By: /s/ David Goldberg
------------------
David Goldberg
Senior Vice President
By: /s/ David P. Singelyn
---------------------
David P. Singelyn
Assistant Secretary
Exhibits to this Agreement will be furnished to the Securities and Exchange
Commission upon request.
25
PUBLIC STORAGE, INC.
EXHIBIT 11 - EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998 1997
------------- ------------- -------------
(amounts in thousands, except per share data)
EARNINGS PER SHARE:
- -------------------
<S> <C> <C> <C>
Net income $ 287,885 $ 227,019 $ 178,649
Less: Preferred Stock Dividends:
10% Cumulative Preferred Stock, Series A (4,563) (4,563) (4,563)
9.20% Cumulative Preferred Stock, Series B (5,488) (5,488) (5,488)
Adjustable Rate Preferred Stock, Series C (2,024) (2,024) (2,213)
9.50% Cumulative Preferred Stock, Series D (2,850) (2,850) (2,850)
10.00% Cumulative Preferred Stock, Series E (5,488) (5,488) (5,488)
9.75% Cumulative Preferred Stock, Series F (5,606) (5,606) (5,606)
8-7/8% Cumulative Preferred Stock, Series G (15,309) (15,309) (15,309)
8.45% Cumulative Preferred Stock, Series H (14,259) (14,259) (14,259)
8-5/8% Cumulative Preferred Stock, Series I (8,625) (8,625) (8,625)
8% Cumulative Preferred Stock, Series J (12,000) (12,000) (4,133)
8.25% Cumulative Preferred Stock, Series K (9,040) - -
8.25% Cumulative Preferred Stock, Series L (7,695) - -
8.75% Cumulative Preferred Stock, Series M (1,846) - -
8.25% Convertible Preferred Stock - (2,163) (4,531)
Convertible Preferred Stock, Series CC - - (15,328)
------------- ------------- -------------
Net income allocable to common shareholders $ 193,092 $ 148,644 $ 90,256
============= ============= =============
Weighted average common and common equivalent shares outstanding:
Basic weighted average common shares outstanding 126,308 113,929 98,446
Net effect of dilutive stock options - based on treasury stock
method using average market price 361 428 515
------------- ------------- -------------
Diluted weighted average common shares outstanding 126,669 114,357 98,961
============= ============= =============
Basic earnings per common and common equivalent share $ 1.53 $ 1.30 $ 0.92
============= ============= =============
Diluted earnings per common and common equivalent share $ 1.52 $ 1.30 $ 0.91
============= ============= =============
</TABLE>
Exhibit-11
<PAGE>
FOR THE YEAR ENDED DECEMBER 31,
PUBLIC STORAGE, INC.
EXHIBIT 11 - EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998 1997
------------- ------------- -------------
(amounts in thousands, except per share data)
DILUTED EARNINGS PER SHARE, ASSUMING CONVERSION OF ANTI-DILUTIVE
- ----------------------------------------------------------------
SECURITIES
----------
<S> <C> <C> <C>
Net income allocable to common shareholders per calculation above $ 193,092 $ 148,644 $ 90,256
Add: Dividends to 8.25% Convertible Preferred Stock - 2,163 4,531
Add: Dividends to Mandatory Convertible Preferred Stock, Series CC - - 1,916
------------- ------------- -------------
Net income allocable to common shareholders for purposes of determining
Diluted Earnings Per Share, assuming conversion of anti-dilutive
securities $ 193,092 $ 150,807 $ 96,703
============= ============= =============
Diluted weighed average common shares outstanding 126,669 114,357 98,961
============= ============= =============
Pro forma weighted average common shares assuming conversion of 8.25%
Convertible Preferred Stock at date of issuance (July 15, 1994)
until actual conversion date (July 1, 1998) - 1,763 3,705
Pro forma weighted average common shares assuming conversion of the
Mandatory Convertible Preferred Stock, Series CC from date of
issuance (April 1, 1996) until date of conversion (April 1, 1997) - - 479
------------- ------------- -------------
Weighed average common shares for purposes of computation of Diluted Earnings
Per Share, assuming conversion of anti-dilutive securities 126,669 116,120 103,145
============= ============= =============
Diluted Earnings Per Share, assuming conversion of anti-dilutive
securities (1) $ 1.52 $ 1.30 $ 0.94
============= ============= =============
</TABLE>
(1) Such amounts are anti-dilutive and are not presented in the Company's
consolidated financial statements.
In addition, the In addition, theCompany has 7,000,000 shares of Class B
Common Stock which are convertible into shares of the Company's Common
Stock subject to the attainment of certain earnings milestone by the
Company. As these earnings milestones have not been met, the conversion has
not been assumed.
Exhibit-11
PUBLIC STORAGE, INC.
EXHIBIT 12 - STATEMENT RE: COMPUTATION OF RATIO OF
EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(Amounts in thousands, except ratios)
<S> <C> <C> <C> <C> <C>
Net income $ 287,885 $ 227,019 $ 178,649 $ 153,549 $ 70,386
Add: Minority interest in income 16,006 20,290 11,684 9,363 7,137
Less: Minority interests in income which do
not have fixed charges (13,362) (15,853) (10,375) (8,273) (4,700)
---------- ---------- ---------- ---------- ----------
Income from continuing operations 290,529 231,456 179,958 154,639 72,823
Interest expense 7,971 4,507 6,792 8,482 8,508
---------- ---------- ---------- ---------- ----------
Total Earnings Available to Cover Fixed Charges $ 298,500 $ 235,963 $ 186,750 $ 163,121 $ 81,331
========== ========== ========== ========== ==========
Total Fixed Charges - interest expense (a) $ 12,480 $ 7,988 $ 9,220 $ 10,343 $ 8,815
========== ========== ========== ========== ==========
Total Preferred Stock dividends $ 94,793 $ 78,375 $ 88,393 $ 68,599 $ 31,124
========== ========== ========== ========== ==========
Total Combined Fixed Charges and Preferred
Stock dividends $ 107,273 $ 86,363 $ 97,613 $ 78,942 $ 39,939
========== ========== ========== ========== ==========
Ratio of Earnings to Fixed Charges 23.92x 29.54x 20.25x 15.77x 9.23x
========== ========== ========== ========== ==========
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock dividends 2.78x 2.73x 1.91x 2.07x 2.04x
========== ========== ========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF RATIO OF FUNDS
- -------------------------------------------
FROM OPERATIONS ("FFO") TO FIXED
-----------------------------------
CHARGES:
--------
FFO $ 428,962 $ 336,363 $ 272,234 $ 224,476 $ 105,199
Interest expense 7,971 4,507 6,792 8,482 8,508
---------- ---------- ---------- ---------- ----------
Adjusted FFO available to cover fixed charges $ 436,933 $ 340,870 $ 279,026 $ 232,958 $ 113,707
========== ========== ========== ========== ==========
Total Fixed Charges - interest expense (a) $ 12,480 $ 7,988 $ 9,220 $ 10,343 $ 8,815
========== ========== ========== ========== ==========
Total Preferred Stock dividends $ 94,793 $ 78,375 $ 88,393 $ 68,599 $ 31,124
========== ========== ========== ========== ==========
Total Combined Fixed Charges and Preferred
Stock dividends $ 107,273 $ 86,363 $ 97,613 $ 78,942 $ 39,939
========== ========== ========== ========== ==========
Ratio of FFO to Fixed Charges 35.01x 42.67x 30.26x 22.52x 12.90x
========== ========== ========== ========== ==========
Ratio of FFO to Combined Fixed Charges and
Preferred Stock dividends 4.07x 3.95x 2.86x 2.95x 2.85x
========== ========== ========== ========== ==========
</TABLE>
(a) "Total fixed charges - interest" includes interest expense plus capitalized
---------------------------------------------------------------------------
interest.
---------
Exhibit 12
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-36004) of Public Storage, Inc., formerly Storage
Equities, Inc., pertaining to the 1990 Stock Option Plan, the Registration
Statement on Form S-8 (No. 33-55541) pertaining to the 1994 Stock Option Plan,
the Registration Statement on Form S-8 (No. 333-13463) pertaining to the 1996
Stock Option and Incentive Plan, the Registration Statement on Form S-8 (No.
333-75327) pertaining to the 1994 Share Incentive Plan, the Registration
Statement on Form S-3 (No. 333-81041) and in the related prospectus and
Registration Statement on Form S-4 (No. 333-86899) and in the related prospectus
of our report dated February 14, 2000 with respect to the consolidated financial
statements and schedule of Public Storage, Inc. included in the Annual Report
(Form 10-K) for 1999 filed with the Securities and Exchange Commission.
ERNST & YOUNG L L P
March 29, 2000
Los Angeles, California
Exhibit 23
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000318380
<NAME> Public Storage, Inc.
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Dec-31-1999
<EXCHANGE-RATE> 1
<CASH> 55,125,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 55,125,000
<PP&E> 3,963,197,000
<DEPRECIATION> (533,412,000)
<TOTAL-ASSETS> 4,214,385,000
<CURRENT-LIABILITIES> 171,347,000
<BONDS> 0
0
1,155,150,000
<COMMON> 13,371,000
<OTHER-SE> 2,520,579,000
<TOTAL-LIABILITY-AND-EQUITY> 4,214,385,000
<SALES> 0
<TOTAL-REVENUES> 676,734,000
<CGS> 0
<TOTAL-COSTS> 216,816,000
<OTHER-EXPENSES> 150,210,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,971,000
<INCOME-PRETAX> 285,731,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 2,154,000
<CHANGES> 0
<NET-INCOME> 287,885,000
<EPS-BASIC> 1.53
<EPS-DILUTED> 1.52
</TABLE>
