<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Public Storage Properties XI, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PUBLIC STORAGE PROPERTIES XI, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 17, 1996
The Annual Meeting of Shareholders of Public Storage Properties XI,
Inc., a California corporation (the "Company"), will be held at the Company's
offices at 701 Western Avenue, Suite 200, Glendale, California, on December 17,
1996, at the hour of 11:00 a.m., for the following purposes:
1. To elect directors for the ensuing year.
2. To consider and act upon such other matters as may properly come
before the meeting or any adjournment of the meeting.
The Board of Directors has determined that only holders of record of
Common Stock Series A, Common Stock Series B and Common Stock Series C (the
"Common Stock") at the close of business on November 11, 1996 will be entitled
to receive notice of, and to vote at, the meeting or any adjournment of the
meeting.
Please mark your vote on the enclosed Proxy, then date, sign and
promptly mail the Proxy in the stamped return envelope included with these
materials.
You are cordially invited to attend the meeting in person. If you do
attend and you have already signed and returned the Proxy, the powers of the
proxy holders named in the Proxy will be suspended if you desire to vote in
person. Therefore, whether or not you presently intend to attend the meeting in
person, you are urged to mark your vote on the Proxy, date, sign and return it.
By Order of the Board of Directors
OBREN B. GERICH, Secretary
Glendale, California
November 18, 1996
<PAGE>
PUBLIC STORAGE PROPERTIES XI, INC.
701 Western Avenue, Suite 200
Glendale, California 91201-2397
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
December 17, 1996
GENERAL
This Proxy Statement (first mailed to shareholders on or about November
22, 1996) is furnished in connection with the solicitation by the Board of
Directors of Public Storage Properties XI, Inc. (the "Company") of proxies,
including the enclosed Proxy, for use at the Company's Annual Meeting of
Shareholders to be held at the Company's offices at 701 Western Avenue, Suite
200, Glendale, California at 11:00 a.m. on December 17, 1996 (the "1996 Annual
Meeting of Shareholders") or at any adjournment of the meeting. The purposes of
the meeting are (1) to elect three directors of the Company and (2) to consider
and act upon such other matters as may properly come before the meeting or any
adjournment of the meeting.
Shares of Common Stock represented by a Proxy in the accompanying form,
if the Proxy is properly executed and is received by the Company before the
voting, will be voted in the manner specified on the Proxy. If no specification
is made, the shares will be voted FOR the election as directors of the nominees
named hereinafter. The persons designated as proxies reserve full discretion to
cast votes for other persons if any of the nominees become unavailable to serve.
A Proxy is revocable by delivering a subsequently signed and dated Proxy or
other written notice to the Secretary of the Company at any time before its
exercise. A Proxy may also be revoked if the person executing the Proxy is
present at the meeting and chooses to vote in person.
The Company was formed in June 1990 for the purpose of succeeding to the
business of Public Storage Properties XI, Ltd. (the "Partnership") in a
reorganization transaction (the "Reorganization"). The Partnership's general
partners (the "General Partners") were PSI Associates II, Inc. and B. Wayne
Hughes. The Reorganization was effective at midnight December 31, 1990 and
subsequently, the Partnership was dissolved. The Company has elected to be
taxed as a real estate investment trust ("REIT") for federal income tax
purposes.
In 1995, there were a series of mergers among Public Storage Management,
Inc. (which was the Company's mini-warehouse property operator) ("PSMI"), Public
Storage, Inc. and their affiliates, culminating in the November 16, 1995 merger
(the "PSMI Merger") of PSMI into Storage Equities, Inc. As a result of the PSMI
Merger, Storage Equities, Inc. was renamed Public Storage, Inc. ("PSI") and PSI
acquired substantially all of the United States real estate operations of PSMI
and became the operator of the Company's mini-warehouse properties.
The Company's 1996 Annual Meeting of Shareholders will be held jointly
with the annual meetings of shareholders of the following corporations that were
involved in reorganization transactions similar to the Reorganization: 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. and Public Storage
Properties XX, Inc.
<PAGE>
QUORUM AND VOTING
The presence at the meeting in person or by proxy of the holders of a
majority of the outstanding shares of the Company's Common Stock Series A,
Common Stock Series B and Common Stock Series C (the "Common Stock"), counted
together as a single class, is necessary to constitute a quorum for the
transaction of business.
Only holders of record of Common Stock at the close of business on
November 11, 1996 (the "Record Date") will be entitled to vote at the meeting,
or at any adjournment of the meeting. On the Record Date, the issued and
outstanding capital stock of the Company was 1,819,937 shares of Common Stock
Series A, 184,453 shares of Common Stock Series B and 522,618 shares of Common
Stock Series C.
With respect to the election of directors, each holder of Common Stock
on the Record Date is entitled to cast as many votes as there are directors to
be elected multiplied by the number of shares registered in his name on the
Record Date. The holder may cumulate his votes for directors by casting all of
his votes for one candidate or by distributing his votes among as many
candidates as he chooses. In voting upon any other proposal that might properly
come before the meeting, each holder of Common Stock is entitled to one vote for
each share registered in his name, with all holders of Common Stock Series A,
Common Stock Series B and Common Stock Series C voting together as a single
class.
ELECTION OF DIRECTORS
Three directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting of Shareholders, to hold office until the next
annual meeting and until their successors are elected and qualified. When the
accompanying Proxy is properly executed and returned to the Company before the
voting, the persons named in the Proxy will vote the shares represented by the
Proxy as indicated on the Proxy. If any nominee below becomes unavailable for
any reason or if any vacancy on the Company's Board of Directors occurs before
the election, the shares represented by any Proxy voting for that nominee will
be voted for the person, if any, designated by the Board of Directors to replace
the nominee or to fill the vacancy on the Board. However, the Board of
Directors has no reason to believe that any nominee will be unavailable or that
any vacancy on the Board of Directors will occur. The following persons are
nominees for directors:
<TABLE>
<CAPTION>
Name Age Director Since
---- --- --------------
<S> <C> <C>
B. Wayne Hughes 63 1990
Vern O. Curtis 62 1990
Jack D. Steele 72 1990
</TABLE>
B. Wayne Hughes has been Chairman of the Board and Chief Executive
Officer of the Company since its inception in 1990. Mr. Hughes has been
Chairman of the Board and Chief Executive Officer since 1990 of 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 REITs"), real estate investment trusts organized by an
2
<PAGE>
affiliate of PSMI. He has been a director of PSI, the Company's mini-warehouse
property operator, 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. Mr. Hughes was an officer and director
of affiliates of PSMI and a director of PSMI until November 1995. From 1989-90
until the respective dates of merger, he was Chairman of the Board and Chief
Executive Officer of Public Storage Properties VI, Inc. ("PSP6"), Public Storage
Properties VII, Inc. ("PSP7"), Public Storage Properties VIII, Inc., Public
Storage Properties IX, Inc. ("PSP9"), Public Storage Properties X, Inc.
("PSP10"), Public Storage Properties XII, Inc. ("PSP12"), PS Business Parks,
Inc. ("PSBP") and Storage Properties, Inc. ("SPI") (collectively, the "Merged
Public Storage REITs"), affiliated REITs that were merged into PSI between
September 1994 and September 1996. He has been active in the real estate
investment field for over 25 years.
Vern O. Curtis, Chairman of the Audit Committee, is a private investor.
Mr. Curtis has been a director of the Company since its inception in 1990. Mr.
Curtis has also been a director of the Public Storage REITs since 1990. Mr.
Curtis is also a director of the Pimco Funds, Pimco Commercial Mortgage
Securities Trust, Inc. and Fresh Choice, Inc. He was a director of the Merged
Public Storage REITs from 1989-90 until the respective dates of merger. 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, a member of the Audit Committee, has been a director of
the Company since its inception in 1990. Mr. Steele has also been a director of
the Public Storage REITs since 1990. He is also a director of Rohr, Inc. Mr.
Steele is a business consultant. He was a director of the Merged Public Storage
REITs from 1989-90 until the respective dates of merger. Mr. Steele 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.
Directors' and Committee Meetings
Each of the directors attended at least 75% of the four meetings held by
the Board of Directors during 1995. Each of the members of the Audit Committee
attended the two meetings held by the Audit Committee during 1995. The primary
functions of the Audit Committee are to meet with the Company's outside
auditors, to conduct a pre-audit review of the audit engagement, to conduct a
post-audit review of the results of the audit, to monitor the adequacy of
internal financial controls of the Company, to review the independence of the
outside auditors and to make recommendations to the Board of Directors regarding
the appointment and retention of auditors. The Company does not have a
compensation or a nominating committee.
Security Ownership of Certain Beneficial Owners
Information regarding beneficial ownership of shares of the Company's
Common Stock Series A, Common Stock Series B and Common Stock Series C (the
"Common Stock") by B. Wayne Hughes (a beneficial owner of more than 5% of the
Company's outstanding shares of Common Stock) is set forth under "Security
Ownership of Management" below.
The following table sets forth information with respect to the only
other person known to the Company to be the beneficial owner of more than 5% of
the Company's outstanding shares of Common Stock (or Common Stock Series A):
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock,
$.01 Par Value,
Beneficially Owned as of
October 31, 1996(1)
----------------------------------
Number
Name and Address of Shares(2)(3) Percent
---------------- --------------- -------
<S> <C> <C>
PSI A: 223,712(4) A: 12.3%
701 Western Avenue, Suite 200 B: 184,453(4) B: 100.0%
Glendale, California 91201-2397 C: 522,618(4) C: 100.0%
------- -----
930,783(4)(5) 36.8%
</TABLE>
_______________
(Footnotes to the table are set forth following the table under "Security
Ownership of Management" below).
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 only
executive officer named under "Compensation" below) and of all directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
Shares of Common Stock,
$.01 Par Value,
Beneficially Owned as of
October 31, 1996(1)
------------------------------------
Number
Name of Shares(2)(3) Percent
---- -------------- -------
<S> <C> <C>
B. Wayne Hughes A: 424.0(6) A: (7)
B: 36,890.6(6) B: 20.0%
C: 104,523.6(6) C: 20.0%
---------- ----
141,838.2(5)(6) 5.6%
Vern O. Curtis A: 500.0 (7)
Jack D. Steele A: 100.0(8) (7)
All Directors and Executive
Officers as A: 7,124.0(6)(8)(9) A: 0.4%
a Group (eight persons) B: 36,890.6(6) B: 20.0%
C: 104,523.6(6) C: 20.0%
--------- ----
148,538.2(5)(6)(8)(9) 5.9%
- ---------------
</TABLE>
(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.
4
<PAGE>
(2) Capital letters "A", "B" and "C" denote share information with respect to
Common Stock Series A, Common Stock Series B and Common Stock Series C,
respectively.
(3) The Company's Articles of Incorporation provide that the Common Stock Series
B and Common Stock Series C will convert automatically into Common Stock
Series A on a share-for-share basis when (A) the sum of (1) all cumulative
dividends and other distributions from all sources paid with respect to the
Common Stock Series A (including liquidating distributions, but not
including payments made to redeem such stock other than in liquidation) and
(2) the cumulative Partnership distributions from all sources with respect
to all Partnership units (including the General Partners' 1% interest)
equals (B) the product of $20 multiplied by the number of then outstanding
"Original Series A Shares." The term "Original Series A Shares" means the
shares of Common Stock Series A issued in the Reorganization.
(4) Includes (i) 223,288 shares of Common Stock Series A, 147,562.4 shares of
Common Stock Series B and 418,094.4 shares of Common Stock Series C owned by
PSI as to which PSI has sole voting and dispositive power and (ii) 424
shares of Common Stock Series A, 36,890.6 shares of Common Stock Series B
and 104,523.6 shares of Common Stock Series C which PSI has an option to
acquire (together with other securities) from B. Wayne Hughes as trustee of
the B.W. Hughes Living Trust and as to which PSI has sole voting power
(pursuant to an irrevocable proxy) and no dispositive power.
(5) Includes Common Stock Series A, Common Stock Series B and Common Stock
Series C.
(6) Includes 424 shares of Common Stock Series A, 36,890.6 shares of Common
Stock Series B and 104,523.6 shares of Common Stock Series C owned by B.
Wayne Hughes as trustee of the B.W. Hughes Living Trust as to which Mr.
Hughes has sole dispositive power and no voting power; PSI has an option to
acquire these shares and an irrevocable proxy to vote these shares (see
footnote (4) above).
(7) Less than 0.1%.
(8) Shares held by a bank custodian of an SEP for the benefit of Mr. Steele.
(9) 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).
5
<PAGE>
COMPENSATION
Compensation of Directors
Each of the Company's directors, other than B. Wayne Hughes, receives
director's fees of $2,000 per year plus $200 for each meeting attended. In
addition, each of the members of the Audit Committee receives $100 for each
meeting of the Audit Committee attended. The policy of the Company is to
reimburse directors for reasonable expenses.
Compensation of Executive Officers
Set forth below is certain compensation relating to B. Wayne Hughes, the
Company's Chief Executive Officer. The Company has no executive officer who
earned $100,000 or more in 1995 for services rendered to the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Name and Principal Position Year Salary
--------------------------- ---- ------
<S> <C> <C>
B. Wayne Hughes 1995 $1,000
Chairman of the Board and 1994 1,000
Chief Executive Officer 1993 1,000
</TABLE>
The Company's properties are operated under Management Agreements,
pursuant to which the Company paid fees to PSMI (and now pays fees to PSI) and
pays fees to Public Storage Commercial Properties Group, Inc. ("PSCP"). See
"Management Agreements" under "Compensation Committee Interlocks and Insider
Participation -- Certain Relationships and Related Transactions" below. PSMI
and (prior to November 16, 1995) PSCP were controlled by B. Wayne Hughes and
members of his family (the "Hughes Family").
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a compensation committee. Mr. Hughes, the
Chief Executive Officer of the Company, is a member of the Board of Directors.
Mr. Hughes is a director and the chief executive officer of the 10 Public
Storage REITs (and during all or part of 1995, Mr. Hughes was a director and the
chief executive officer of PSP6, PSP7, PSP9, PSP10, PSP12 and PSBP). Mr. Hughes
also is the chief executive officer and a director of PSI, of which Harvey
Lenkin, President of the Company, is the president and a director (and during
1995, Mr. Hughes was also a director and the chief executive officer of SPI, of
which Mr. Lenkin was the president and a director). Neither PSI nor any of the
10 Public Storage REITs has (nor did PSP6, PSP7, PSP9, PSP10, PSP12, PSBP or SPI
have) a compensation committee.
Certain Relationships and Related Transactions
Management Agreements. The Company has Management Agreements with PSI
(as successor-in-interest to PSMI) and PSCP. Under the Management Agreements,
the Company pays PSI (and previously paid
6
<PAGE>
PSMI) a fee of 6% of the gross revenues of the mini-warehouse spaces operated
for the Company and pays PSCP a fee of 5% of the gross revenues of the Company's
non-miniwarehouse properties. During 1995, the Company paid or accrued fees of
$296,000 to PSMI, $43,000 to PSI and $61,000 to PSCP pursuant to the Management
Agreements with respect to 1995 management fees (i.e., exclusive of the
prepayment described below). PSMI and (prior to November 16, 1995) PSCP were
controlled by the Hughes Family (subsequent to November 16, 1995, PSI has a 95%
economic interest and the Hughes Family has a 5% economic interest in PSCP).
Mr. Hughes was a director 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 and PSCP.
For as long as the respective Management Agreement is in effect, PSI has
granted the Company a non-exclusive license to use two PSI service marks and
related designs (and PSCP has granted the Company a non-exclusive license to use
a PSI service mark and related designs), including the "Public Storage" name, in
conjunction with rental and operation of facilities operated pursuant to the
Management Agreement. Upon termination of the respective Management Agreement,
the Company would no longer have the right to use the service marks and related
designs except as described below.
In February 1995, the Management Agreements were amended primarily to
revise the termination provisions. Each Management Agreement as so amended
provides that the Management Agreement will expire in February 2002 provided
that in February of each year it shall be automatically extended for one year
(thereby maintaining a seven-year term) unless either party notifies the other
that the Management Agreement is not being extended, in which case it expires,
on the first anniversary of its then scheduled expiration date. Each Management
Agreement may also be terminated by either party for cause, but if terminated
for cause by the Company, the Company retains the rights to use the service
marks and related designs until the then scheduled expiration date, if
applicable, or otherwise a date seven years after such termination.
In August 1995, the Management Agreement with PSMI 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 $205,000.
Distributions on Reorganization Shares. During 1995, the Company paid
an affiliate of PSMI and B. Wayne Hughes an aggregate of $21,780 and $200,685 of
distributions on the shares of Common Stock Series A and Common Stock Series B,
respectively, received by them (or their predecessor in interest) in the
Reorganization. The affiliate of PSMI was controlled by the Hughes Family.
Loans from an Affiliate of PSMI. In January 1995, the Company borrowed
$50,000 from an affiliate of PSMI for working capital purposes. The loan, which
was repaid in February 1995, bore interest at a rate per annum equal to the
prime interest rate plus 1/4% (which was equal to the PSMI affiliate's cost of
funds). The loan was approved by the Company's disinterested directors.
In April and May 1995, the Company borrowed an aggregate of $145,000
from an affiliate of PSMI for working capital purposes. The loan, which was
repaid in May 1995, bore interest at a rate per annum equal to the prime
interest rate plus 1/4%. The loan was approved by the Company's disinterested
directors.
7
<PAGE>
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Company does not have a compensation committee. The Company has
seven executive officers (six executive officers prior to November 1996), one of
whom is B. Wayne Hughes, the Chief Executive Officer.
Executive Compensation
The salaries paid by the Company to the Company's executive officers in
1995 for services related to the Company were equal to the amounts specified in
the Company's Prospectus and Proxy Statement dated October 5, 1990 relating to
the Reorganization. Any increases in this compensation will require the
approval of the Company's disinterested directors, but no such increases were
made during 1995.
Chief Executive Officer Compensation
The salary paid by the Company to B. Wayne Hughes, the Company's Chief
Executive Officer, in 1995 for services related to the Company was equal to the
amount specified in the Company's Prospectus and Proxy Statement dated October
5, 1990 relating to the Reorganization.
BOARD OF DIRECTORS
B. Wayne Hughes
Vern O. Curtis
Jack D. Steele
8
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The graph set forth below compares the quarterly change in the Company's
cumulative total shareholder return on its Common Stock Series A for the period
from March 27, 1991 (commencement of trading) to December 31, 1995 to the
cumulative total return of the American Stock Exchange Market Value Index ("AMEX
Index") and the National Association of Real Estate Investment Trusts Equity
Index ("NAREIT Equity Index") for the same period (total shareholder return
equals price appreciation plus dividends). The stock price performance graph
assumes that the value of the investment in the Company's Common Stock Series A
and each index was $100 on March 27, 1991 and that all dividends were
reinvested. The stock price performance shown in the graph is not necessarily
indicative of future price performance.
Comparison of Cumulative Total Return
Public Storage Properties XI, Inc., AMEX Index and NAREIT Equity Index
March 27, 1991 - December 31, 1995
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
MEASUREMENT PUBLIC STORAGE NAREIT
PERIOD ENDED PROPERTIES XI, INC. AMEX EQUITY
- ------------------------- ------------------- ------------ -----------
<S> <C> <C> <C>
Measurement Pt. 3/27/91 $100.00 $100.00 $100.00
3/31/91 123.12 100.00 100.00
6/30/91 138.44 99.70 100.78
9/30/91 147.54 104.28 104.92
12/31/91 155.28 109.98 110.56
3/31/92 175.06 109.98 113.08
6/30/92 191.91 105.59 114.23
9/30/92 209.18 104.88 122.01
12/31/92 183.20 111.14 126.68
3/31/93 212.60 117.88 154.10
6/30/93 231.21 120.89 149.67
9/30/93 279.65 128.17 163.67
12/31/93 265.11 132.84 151.59
3/31/94 268.62 123.36 156.75
6/30/94 276.36 118.06 159.63
9/30/94 280.01 127.73 156.36
12/31/94 266.38 120.73 156.39
3/31/95 294.62 129.29 156.13
6/30/95 298.51 139.25 165.31
9/30/95 323.31 151.65 173.10
12/31/95 332.09 152.63 180.28
</TABLE>
9
<PAGE>
INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young, independent auditors,
to audit the accounts of the Company for the fiscal year ending December 31,
1996.
It is anticipated that representatives of Ernst & Young, which has acted
as the independent auditors for the Company since the Company's organization in
June 1990, will be in attendance at the Annual Meeting of Shareholders with the
opportunity to make a statement if they desire to do so and to respond to any
appropriate inquiries of the shareholders or their representatives.
ANNUAL REPORT
The Company has filed, for its fiscal year ended December 31, 1995, an
Annual Report on Form 10-K with the Securities and Exchange Commission, together
with applicable financial statements and schedules thereto. The Company will
furnish, without charge, upon written request of any shareholder as of November
11, 1996, who represents in such request that he was the beneficial owner of the
Company's shares on that date, a copy of the Annual Report together with the
financial statements and any schedules thereto. Upon written request and
payment of a copying charge of 15 cents per page, the Company will also furnish
to any shareholder a copy of the exhibits to the Annual Report. Requests should
be addressed to: Obren B. Gerich, Secretary, Public Storage Properties XI,
Inc., 701 Western Avenue, Suite 200, Glendale, California 91201-2397.
EXPENSES OF SOLICITATION
The Company will pay the cost of soliciting Proxies. In addition to
solicitation by mail, certain directors, officers and regular employees of the
Company and its affiliates may solicit the return of Proxies by telephone,
telegram, personal interview or otherwise. The Company may also reimburse
brokerage firms and other persons representing the beneficial owners of the
Company's stock for their reasonable expenses in forwarding proxy solicitation
materials to such beneficial owners. American Stock Transfer & Trust Company
may be retained to assist the Company in the solicitation of Proxies.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR
PRESENTATION AT 1997 ANNUAL MEETING OF SHAREHOLDERS
Any proposal that a shareholder wishes to submit for consideration for
inclusion in the Company's Proxy Statement for the 1997 Annual Meeting of
Shareholders must be received by the Company no later than August 1, 1997.
Shareholder proposals should be addressed to: Obren B. Gerich, Secretary,
Public Storage Properties XI, Inc., 701 Western Avenue, Suite 200, Glendale,
California 91201-2397.
OTHER MATTERS
The management of the Company does not intend to bring any other matter
before the meeting and knows of no other matters that are likely to come before
the meeting. If any other matters properly come before the meeting, the persons
named in the accompanying Proxy will vote the shares represented by the Proxy in
accordance with their best judgment on such matters.
10
<PAGE>
You are urged to vote the accompanying Proxy and sign, date and return
it in the enclosed stamped envelope at your earliest convenience, whether or not
you currently plan to attend the meeting in person.
By Order of the Board of Directors
OBREN B. GERICH, Secretary
Glendale, California
November 18, 1996
11
<PAGE>
PUBLIC STORAGE PROPERTIES XI, INC.
701 Western Avenue, Suite 200
Glendale, California 91201-2397
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints B. Wayne Hughes and Harvey Lenkin, or
either of them, with power of substitution, as Proxies, to appear and vote, as
designated below, all the shares of Common Stock Series A of Public Storage
Properties XI, Inc. held of record by the undersigned on November 11, 1996, at
the Annual Meeting of Shareholders to be held on December 17, 1996, and any
adjournments thereof.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED.
IN THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES LISTED BELOW.
[x] Please mark votes as in this example.
1. ELECTION OF DIRECTORS
Nominees: B. Wayne Hughes, Vern O. Curtis and Jack D. Steele.
[_] FOR ALL NOMINEES [_] WITHHELD FROM ALL NOMINEES
_______________________________________________________________________________
For all nominees except as noted above
2. Other matters: In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
(Continued and to be signed on reverse side)
<PAGE>
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated November 18, 1996.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE TO
AMERICAN STOCK TRANSFER & TRUST COMPANY, 40 WALL STREET, 46TH FLOOR, NEW YORK,
NEW YORK 10005.
Dated: ____________________, 1996
___________________________________
Signature
___________________________________
Signature if held jointly
Please sign exactly as your name
appears. Joint owners should each
sign. Trustees and others acting in a
representative capacity should
indicate the capacity in which they
sign.
