UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from to
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Commission File Number: 1-10609
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STORAGE PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
California 95-4209511
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Avenue, 2nd Floor
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:
Name of each exchange
Title of each class on which registered
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Common Stock, $.05 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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(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
Item 10. Directors and Executive Officers of the Company.
-----------------------------------------------
Pursuant to an Advisory Agreement which was entered into in
June 1989 (the "Advisory Agreement"), PS Properties Advisors, Inc.
("PSPA") was the Company's investment advisor through August 1995
(in August 1995, PSPA was merged into its parent, PSI Holdings, Inc.
("PSH"), and PSH assumed all of PSPA's rights and obligations under
the Advisory Agreement). On November 16, 1995, Public Storage
Management, Inc. (which was the Company's mini-warehouse property
operator pursuant to a Management Agreement) ("PSMI") was merged (the
"PSMI Merger") with and into Storage Equities, Inc., pursuant to an
Agreement and Plan of Reorganization dated as of June 30, 1995 and an
Amendment to Agreement and Plan of Reorganization dated as of November
13, 1995, each among Storage Equities, Inc., Public Storage, Inc. ("Old
PSI") and PSMI. Prior to the Restructuring (described below) and the
PSMI Merger, (i) PSH (which was the Company's investment advisor) was
the sole shareholder of Old PSI and Old PSI was the sole shareholder of
PSMI and (ii) substantially all of the stock of PSH was held by B.
Wayne Hughes, as trustee of the B.W. Hughes Living Trust, Tamara L.
Hughes, an adult daughter of B. Wayne Hughes and B. Wayne Hughes, Jr.,
an adult son of B. Wayne Hughes (collectively, the "Hughes Family").
Prior to the PSMI Merger, (among other things) Old PSI was merged with
and into PSH, which was followed by the merger of PSH with and into
PSMI (collectively, the "Restructuring"). At the time of the PSMI
Merger, substantially all of the stock of PSMI was held by the Hughes
Family. As a result of the Restructuring and the PSMI Merger, Old PSI,
PSH and PSMI ceased to exist, Storage Equities, Inc.'s name was changed
to Public Storage, Inc. ("PSI") and PSI acquired substantially all of
the United States real estate operations of Old PSI and PSMI and
assumed all of PSMI's rights and obligations under the Advisory
Agreement and the Management Agreement, thereby becoming the Company's
investment advisor and the operator of the Company's mini-warehouse
properties. (As used herein, the term "Advisor" refers to PSI or PSPA,
as the context requires.) The Hughes Family is the major shareholder
of PSI.
Set forth below is information regarding the directors and
executive officers of Storage Properties, Inc. (the "Company"):
Name Positions
---- ---------
B. Wayne Hughes Chairman of the Board and Director
Harvey Lenkin President and Director
Ronald L. Havner, Jr. Vice President and Chief Financial Officer
David Goldberg Vice President and General Counsel
David P. Singelyn Vice President and Controller
Obren B. Gerich Vice President
Hugh W. Horne Vice President
Dann V. Angeloff Director
Vern O. Curtis Director
Jack D. Steele Director
B. Wayne Hughes, age 62, has been Chairman of the Board of the
Company since its inception in 1989. He has been Chairman of the Board
and Chief Executive Officer since 1990 of Public Storage Properties X,
Inc., Public Storage Properties XI, Inc., Public Storage Properties
XII, Inc., Public Storage Properties XIV, Inc., Public Storage
Properties XV, Inc., Public Storage Properties XVI, Inc., Public
Storage Properties XVII, Inc., Public Storage Properties XVIII, Inc.,
Public Storage Properties XIX, Inc., Public Storage Properties XX,
Inc., Partners Preferred Yield, Inc., Partners Preferred Yield II, Inc.
and Partners Preferred Yield III, Inc. (collectively, the "Public
Storage Properties REITs"), real estate investment trusts ("REITs")
organized by Old PSI or its affiliates. He was an officer and/or
director of Old PSI from its organization in 1972 until November 1995,
President of Old PSI from 1978 until November 1995, Chairman of the
Board of Old PSI from 1989 until November 1995, a director of PSMI from
1987 until November 1995 and Chairman of the Board and President of PSH
from 1989 until November 1995. He has been a director of PSI 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
sole Chief Executive Officer. He has been active in the real estate
investment field for over 25 years.
Harvey Lenkin, age 60, has been President and a director of the
Company since its inception in 1989. He has been President of the
Public Storage Properties REITs since 1990. Mr. Lenkin was a director
of PSMI from 1978 until November 1995. He was President of PSMI from
1978 until September 1988 and was Chairman of the Board of PSMI from
September 1988 until November 1995. He was an officer of Old PSI from
September 1988 until November 1995 with overall responsibility for
investment banking and investor relations. Mr. Lenkin has been
President and a director of PSI since November 1991.
Ronald L. Havner, Jr., age 38, a certified public accountant, has
been a Vice President of the Company since its inception in 1989 and
Chief Financial Officer of the Company since November 1991. Mr. Havner
has been Vice President of the Public Storage Properties REITs since
1990, Controller of the Public Storage Properties REITs from 1990 until
November 1995 and Chief Financial Officer of the Public Storage
Properties REITs since November 1995. He was an officer of Old PSI
from 1986 until November 1995 and Chief Financial Officer of Old PSI
from 1991 until November 1995. Mr. Havner became an officer of PSI in
1990, Chief Financial Officer of PSI in November 1991 and Senior Vice
President of PSI in November 1995.
David Goldberg, age 46, became Vice President and General Counsel
of the Company in December 1995. Mr. Goldberg became Senior Vice
President and General Counsel of PSI in November 1995 and Vice
President and General Counsel of the Public Storage Properties REITs in
December 1995. He joined Old PSI's legal staff in June 1991, rendering
services on behalf of PSI, the Company, the Public Storage Properties
REITs and Old PSI and its affiliates. From December 1982 until May
1991, he was a partner in the law firm of Sachs & Phelps, then counsel
to PSI and Old PSI and its affiliates.
David P. Singelyn, age 34, a certified public accountant, was
elected Vice President and Controller of the Company in 1991. Mr.
Singelyn was employed by Old PSI from 1989 until November 1995. In
November 1995, he became Vice President and Treasurer of PSI and
Controller of the Public Storage Properties REITs. From 1987 to 1989,
Mr. Singelyn was Controller of Winchell's Donut Houses, L.P.
Obren B. Gerich, age 57, a certified public accountant, has been
Vice President and Secretary of the Company since its inception in 1989
and was Chief Financial Officer from 1989 until November 1991. Mr.
Gerich has been Vice President and Secretary of the Public Storage
Properties REITs since 1990 and was Chief Financial Officer until
November 1995. He was an officer of Old PSI from 1975 until November
1995, a director of Old PSI from 1976 until November 1995 and an
officer and director of PSMI from 1978 until November 1995. Mr. Gerich
was Chief Financial Officer of Old PSI until October 1991 and of PSMI
until May 1987. He has been a Vice President of PSI since 1980, became
Senior Vice President of PSI in November 1995 and was Chief Financial
Officer of PSI until November 1991.
Hugh W. Horne, age 51, has been a Vice President of the Company
since its inception in 1989. He has been a Vice President of the
Public Storage Properties REITs since June 1993. Mr. Horne has been a
Vice President of PSI since 1980 and was Secretary of PSI from 1980
until February 1992 and became Senior Vice President of PSI in November
1995. He is responsible for managing all aspects of property
acquisition for PSI. Mr. Horne was an officer of Old PSI and PSMI from
1973 until November 1995 and a director of Old PSI from 1977 until
November 1995.
Dann V. Angeloff, age 60, has been a director of the Company since
its inception in 1989. Mr. Angeloff is president of The Angeloff
Company, a corporate financial advisory firm. The Angeloff Company has
rendered, and is expected to continue to render, financial advisory and
securities brokerage services for PSI and its affiliates. Mr. Angeloff
is the general partner of a limited partnership that owns a mini-
warehouse operated by PSI and which secures a note owned by PSI. He is
also a director of Compensation Resource Group, Datametrics
Corporation, Nicholas/Applegate Growth Equity Fund, Nicholas/Applegate
Investment Trust, Royce Medical Company, Seda Specialty Packaging Corp.
and PSI.
Vern O. Curtis, age 61, Chairman of the Audit Committee, is a
private investor. Mr. Curtis has been a director of the Company since
its inception in 1989. He has been a director of the Public Storage
Properties REITs since 1990. He is also a director of the Pimco Funds
and Pimco Commercial Mortgage Securities Trust, Inc. Mr. Curtis was
Dean of Business School of Chapman College from 1988 to 1990 and
President and Chief Executive Officer of Denny's, Inc. from 1980 to
1987.
Jack D. Steele, age 72, a member of the Audit Committee, has been
a director of the Company since its inception in 1989. Mr. Steele has
been a director of the Public Storage Properties REITs since 1990. He
is also a director of Rohr, Inc. Mr. Steele is a business consultant.
He was Chairman - Board Services of Korn/Ferry International from 1986
to 1988 and Dean of School of Business and Professor at the University
of Southern California from 1975 to 1986.
Item 11. Executive Compensation.
-----------------------
Compensation of Executive Officers
----------------------------------
The Company does not pay compensation to its executive officers
(other than the directors' fees and expenses paid to Harvey Lenkin --
see "Compensation of Directors" below).
The Company has an Advisory Agreement with PSI (as successor in
interest to PSH, which was the successor in interest to PSPA). (As
used herein, the term "Advisor" refers to PSI or PSPA, as the context
requires). The Advisory Agreement provides for the payment by the
Company to the Advisor of an advisory fee (although no amounts were
accrued or paid to the Advisor as an advisory fee through 1995). See
"Advisory Agreement" under "Compensation Committee Interlocks and
Insider Participation -- Certain Relationships and Related
Transactions" below. PSH was controlled by the Hughes Family.
The Company's properties are operated under a Management
Agreement, pursuant to which the Company paid fees to PSMI (and now
pays fees to PSI). See "Management Agreement" under "Compensation
Committee Interlocks and Insider Participation -- Certain Relationships
and Related Transactions" below. PSMI was controlled by the Hughes
Family.
Compensation of Directors
-------------------------
Each of the Company's directors, except Mr. Hughes, receives
director's fees of $9,000 per year plus $225 for each meeting attended.
In addition, each of the members of the Audit Committee receives $225
for each meeting of the Audit Committee attended. The policy of the
Company is to reimburse directors for reasonable expenses.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a compensation committee. Messrs.
Hughes and Lenkin, who are executive officers of the Company, are
members of the Board of Directors. Mr. Hughes is a director and the
chief executive officer of the 13 Public Storage Properties REITs. Mr.
Hughes also is the chief executive officer and a director of PSI, of
which Mr. Lenkin is the president and a director. Neither PSI nor any
of the 13 Public Storage Properties REITs has a compensation committee.
Certain Relationships and Related Transactions
----------------------------------------------
Advisory Agreement. Pursuant to an Advisory Agreement, PSI (as
successor in interest to PSH, which was the successor in interest to
PSPA) advises the Company with respect to investments and administers
the day-to-day operations of the Company, subject to the supervision of
the Board of Directors. (As used herein, the term "Advisor" refers to
PSI or PSPA, as the context requires.) Under the Advisory Agreement,
the Advisor will be paid an Advisory Fee of 10% of the Company's Net
Cash Flow (as defined below) beginning when distributions to
shareholders (without regard to the number of shares outstanding) from
all sources equal 75% of the Gross Offering Proceeds (as defined below)
and continuing until distributions to shareholders from all sources
equal 100% of the Gross Offering Proceeds; thereafter, 20% of the
Company's Net Cash Flow and 20% of cash from sales or refinancing. Net
Cash Flow means cash funds provided to the Company from its operations,
including interest on loans to the Advisor, without deduction for
depreciation, amortization or similar non-cash expenses, but after
deduction for cash funds used to pay or establish a reserve for all
cash expenses (other than payment of the Advisory Fee), debt payments,
capital improvements, tenant improvements and replacements. Gross
Offering Proceeds means the gross proceeds from the sale of shares to
the public through the Company's offering. Through 1995, no amounts
were accrued or paid to the Advisor as an Advisory Fee.
The Advisory Agreement, which was entered into in June 1989, had
an initial five-year period (through June 1994); thereafter, the
Advisory Agreement is automatically renewed for successive two-year
periods, subject to termination by either party upon 60 days' notice.
The Advisory Agreement provides for the purchase by the Company of the
Advisor's future interest in the Advisory Fee upon termination of the
Advisory Agreement (except under certain limited circumstances). If
the Advisory Agreement is terminated without the consent of the
Advisor, the Capital Repurchase Option (as defined below) will be
terminated. The Capital Repurchase Option is the Advisor's obligation
(provided that there has not been any substantial liquidation of the
Company's investments without the Advisor's consent) to repurchase the
original shares of each original shareholder (at such shareholder's
option) for a price equal to the original contribution as reduced by
cash distributions from all sources, in the event that the original
shareholder has not received cash distributions from all sources equal
to his original contribution by no later than June 2003. The Advisor
has informed the Company that it does not believe that it will have an
obligation with respect to the Capital Repurchase Option.
PSH was controlled by the Hughes Family. Mr. Hughes was a
director and officer of PSH and is a director and officer of PSI, Mr.
Lenkin was a director and officer of PSH and is a director and officer
of PSI and certain of the other officers of the Company were also
directors and officers of PSH and are also directors and officers of
PSI.
First Mortgage Convertible Loan; Exercise of Purchase Option.
Through 1994, the Company had one First Mortgage Convertible Loan
("FMCL") made to the Advisor. (As described below, effective as of
December 31, 1994, the FMCL was converted to equity ownership of the
facility that had secured that FMCL.) The FMCL was comprised of a
nonrecourse loan secured by a first priority deed of trust on a
property located in Brooklyn, New York that was developed and is
operated as a self-storage facility (the "Brooklyn Property") together
with a purchase option which entitled the Company to purchase the
Brooklyn Property during the period from June 23, 1993 to June 23, 1995
by converting the FMCL into equity ownership of the Brooklyn Property.
The principal amount of the FMCL was determined at 92% of the appraised
value of the Brooklyn Property plus an interest reserve. The appraised
value was computed using discounted cash flows of the Brooklyn
Property. The interest reserve was a fund placed in a restricted cash
account with the Advisor used by the Advisor to fund debt service on
the FMCL and operating expenses for the Brooklyn Property (including
the property operation fee payable by the Advisor to PSMI, an affiliate
of the Advisor) when operating cash flow from the Brooklyn Property was
insufficient to cover these costs. The Advisor determined the interest
reserve based on the projected shortfall in cash flow after debt
service on the FMCL and operating expenses for the Brooklyn Property
for the period of time commencing with the date of initial rental and
ending on the date of projected fill-up.
The FMCL bore interest at 12.25% per annum and had a maturity date
of June 23, 1998. Accrued interest was payable quarterly during the
Debt Service Guaranty period which ended June 23, 1993 (except where
extended by the Advisor as described below). After expiration of the
Debt Service Guaranty, interest on the FMCL would have been payable
quarterly out of net property cash flow of the Brooklyn Property plus
any remaining interest reserve.
The Advisor had recourse liability for payment of interest on the
FMCL during the Debt Service Guaranty period. In addition, if at the
end of June 1993, the annualized net cash flow from the Brooklyn
Property for the preceding six months was less than 4% of the original
principal of the FMCL, the Advisor was obligated to either (i) prepay
all or a portion of the FMCL in an amount such that annualized net cash
flow from the Brooklyn Property for the preceding six months provided a
4% yield ("Paydown Amount") or (ii) extend the Debt Service Guaranty
through June 1994. Under the original terms of the FMCL, if the Debt
Service Guaranty was extended through June 1994, and the Brooklyn
Property had not achieved the specified performance level by the end of
June 1994, the Advisor would then be obligated to prepay the Paydown
Amount on the FMCL.
The purchase option was exercisable at the Company's election. As
part of the FMCL, the Company acquired a purchase option from the
Advisor for the right to acquire the Brooklyn Property during the
period from June 23, 1993 to June 23, 1995. When the purchase option
is exercised, the Company then acquires from the Advisor the equity
ownership of the Brooklyn Property (and any unused portion of the
interest reserve) for a purchase price equal to the outstanding
principal balance (including any accrued and unpaid interest) of the
FMCL, together with a bonus exercise payment under certain
circumstances.
The total commitment of the FMCL secured by the Brooklyn Property
was $7,612,000, which was fully funded in 1990. The Advisor's total
Construction Costs (as defined below) for the Brooklyn Property were
approximately $5,707,700. (Construction Costs mean the actual cost of
acquisition, development and construction of the Brooklyn Property,
including fees and expenses incurred in connection with the Advisor's
acquisition of the Brooklyn Property, the costs of the Advisor's
personnel engaged in site selection and employed to coordinate and
supervise development and construction activity, and the 2% consulting
fee payable by the Advisor to PSMI for PSMI's due diligence activities
of evaluating and analyzing properties on behalf of the Advisor.)
In June 1993, the Advisor extended the Debt Service Guaranty on
the FMCL secured by the Brooklyn Property through June 1994. In May
1994, the Advisor and the Company agreed to extend the Debt Service
Guaranty to December 31, 1994. In consideration of the extension of
the Debt Service Guaranty, the Advisor transferred to the Company
unimproved land with an appraised value (based on an independent
appraisal) of $1,155,000 (the "Land") which was applied to reduce the
balance of the FMCL. In February 1995, the Paydown Amount on the FMCL
was determined to be $1,899,000 (in addition to the paydown on the FMCL
made in June 1994 through the transfer of the Land), based on the
annualized net cash flow from the Brooklyn Property for the six months
ended December 31, 1994, and the balance of the Paydown Amount was paid
by the Advisor to the Company. Effective as of December 31, 1994, the
Company exercised its purchase option with respect to the Brooklyn
Property, thereby converting the FMCL to equity ownership. Effective
January 1, 1995, the Company began operating and receiving all
operating cash flow from the Brooklyn Property and the Advisor has no
further obligation with respect to the converted FMCL. The Company's
purchase price for the Brooklyn Property (equal to the outstanding
principal balance of the FMCL after payments of the Paydown Amount) was
approximately $4,558,000. The total acquisition cost of the facility
of approximately $4,566,000 includes the above purchase price plus
$8,000 representing the unamortized portion of the purchase option
payment to the Advisor. The Advisor's total Construction Costs for the
Brooklyn Property were approximately $5,707,700; the Advisor paid an
aggregate of approximately $970,000 under the Debt Service Guaranty
relating to the FMCL (which represents interest paid by the Advisor in
excess of the interest reserve on the FMCL); and the Advisor paid an
aggregate of approximately $3,054,000 in connection with the Paydown
Amount on the FMCL (including the paydown of $1,155,000 made through
the transfer of the Land).
In September 1994, the Company sold to an unaffiliated party 50%
of the Land for $577,000. The Company did not realize any gain or loss
on the sale. The Company received $127,000 in cash and a mortgage note
receivable for $450,000. The note bore interest at 9% and provided for
monthly principal and interest payments of $14,000 through the maturity
of the note in September 1997. The note was paid off in full in April
1995.
In April 1996, the Company sold to an unaffiliated party the
remaining 50% of the Land for approximately $619,700 in cash.
Management Agreement. The Company has a Management Agreement with
PSI (as successor-in-interest to PSMI). Under the Management
Agreement, the Company pays PSI (and previously paid PSMI) a fee of 6%
of the gross revenues of the mini-warehouse spaces operated for the
Company. During 1995, the Company paid or accrued fees of $188,000 to
PSMI and $27,000 to PSI pursuant to the Management Agreement with
respect to 1995 management fees (i.e., exclusive of the prepayment
described below). PSMI was controlled by the Hughes Family. Mr.
Hughes was a director of PSMI and is a director and officer of PSI, Mr.
Lenkin was a director and officer of PSMI and is a director and officer
of PSI and certain of the other officers of the Company were also
directors and officers of PSMI and are also directors and officers of
PSI.
The Management Agreement may be terminated with or without cause
by either party upon 60 days' notice.
In November 1995, the Management Agreement was amended to provide
that upon demand from PSI or PSMI made prior to December 15, 1995, the
Company agreed to prepay (within 15 days after such demand) up to 12
months of management fees (based on the management fees for the
comparable period during the calendar year immediately preceding such
prepayment) discounted at the rate of 14% per year to compensate for
early payment. The Company's disinterested directors approved such
prepayment. In November 1995, the Company prepaid to PSI eight months
of 1996 management fees at a cost of $125,000.
Proposed Merger. In March 1996, the Company and PSI agreed,
subject to certain conditions, to merge. Upon the merger, each
outstanding share of Common Stock of the Company (other than shares
held by PSI or by shareholders of the Company who have properly
exercised dissenters' rights under California law ("Dissenting
Shares")) would be converted into the right to receive cash, common
stock of PSI or a combination of the two, as follows: (i) with respect
to a certain number of shares of Common Stock of the Company (not to
exceed 20% of the outstanding Common Stock of the Company, less any
Dissenting Shares), upon a shareholder's election, $7.31 in cash,
subject to reduction as described below or (ii) that number (subject to
rounding) of shares of common stock of PSI determined by dividing
$7.31, subject to reduction as described below, by the average of the
per share closing prices on the New York Stock Exchange of the common
stock of PSI during the 20 consecutive trading days ending on the fifth
trading day prior to the special meeting of the shareholders of the
Company. The consideration paid by PSI in the merger will be reduced
on a pro rata basis by the amount of cash distributions required to be
paid by the Company to its shareholders prior to completion of the
merger in order to satisfy the Company's REIT distribution
requirements ("Required REIT Distributions"). The consideration
received by the shareholders of the Company in the merger, however,
along with any Required REIT Distributions, will not be less than $7.31
per share of Common Stock of the Company, which amount represents the
market value of the Company's real estate assets at February 29, 1996
(based on an independent appraisal) and the estimated net asset value
of its other assets at June 30, 1996. Additional pre-merger cash
distributions would be made to the shareholders of the Company to cause
the Company's estimated net asset value as of the date of the merger to
be substantially equivalent to its estimated net asset value as of June
30, 1996. The Common Stock of the Company held by PSI will be
cancelled in the merger. The merger was approved by the disinterested
directors of the Company and is conditioned on, among other
requirements, approval by the shareholders of the Company and the
disinterested directors of PSI. As a result of the PSMI Merger, PSI is
the Company's investment advisor and property operator. PSI owns
approximately 8% of the Company's Common Stock (see "Security Ownership
of Certain Beneficial Owners" under Item 12).
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
----------------------------------------------------
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
The following table sets forth information with respect to the
only person known to the Company to be the beneficial owner of more
than 5% of the outstanding shares of the Company:
Shares of Common Stock,
$.05 Par Value,
Beneficially Owned as
of April 15, 1996
--------------------------
Number
Name and Address of Shares Percent
---------------- ------------ -------
PSI
701 Western Avenue, 2nd Floor
Glendale, California 91201-2397 280,600(1) 8.4%
_______________
(1) PSI has sole voting and dispositive power with respect to these
shares.
Security Ownership of Management
--------------------------------
The following table sets forth information concerning the security
ownership of each director of the Company (including B. Wayne Hughes,
the Chief Executive Officer) and of all directors and executive
officers as a group:
Shares of Common Stock,
$.05 Par Value,
Beneficially Owned as of
April 15, 1996(1)
----------------------------
Number
Name of Shares Percent
---- --------- -------
B. Wayne Hughes 3,000(2) (3)
Harvey Lenkin 700(4) (3)
Dann V. Angeloff 100(5) (3)
Vern O. Curtis 1,000 (3)
Jack D. Steele 1,000 (3)
All Directors and Executive
Officers as a group (10 persons) 51,600(2)(4)(5)(6) 1.5%
_______________
(1) Except as otherwise indicated and subject to applicable community
property and similar statutes, the persons listed as beneficial
owners of the shares have sole voting and investment power with
respect to the shares.
(2) Shares held of record by PS Insurance Company, Ltd. as to which
Mr. Hughes and Tamara L. Hughes (an adult daughter of Mr. Hughes)
share voting and dispositive power.
(3) Less than 0.1%.
(4) Includes 500 shares and 100 shares, respectively, held by
custodians of IRAs for Mr. Lenkin and Mrs. Lenkin as to which each
has investment power.
(5) Shares held by a custodian of an IRA for Mr. Angeloff as to which
he has investment power.
(6) Includes shares held of record or beneficially by members of the
immediate family of officers of the Company and shares held by
custodians of individual retirement accounts for the benefit of
officers of the Company (or members of their immediate families).
Item 13. Certain Relationships and Related Transactions.
-----------------------------------------------
See "Compensation Committee Interlocks and Insider
Participation Certain Relationships and Related Transactions" under
Item 11.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
STORAGE PROPERTIES, INC.
(Registrant)
Dated: April 26, 1996 By: /s/OBREN B. GERICH
----------------------
Name: Obren B. Gerich
Title: Vice President
