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, 1996
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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: 1-10850
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PUBLIC STORAGE PROPERTIES XX, INC.
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(Exact name of registrant as specified in its charter)
California 95-4300893
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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:
Name of each exchange
Title of each class on which registered
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Common Stock Series A, American Stock Exchange
$.01 par value
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.
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Public Storage Properties XX, Inc. (the "Company") was formed
in December 1990 for the purpose of succeeding to the business of Public
Storage Properties XX, Ltd., a California Limited Partnership (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 on August 27, 1991 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.
Set forth below is information regarding the directors and
executive officers of the Company:
Name Positions
B. Wayne Hughes Chairman of the Board and Chief Executive
Officer
Harvey Lenkin President
David P. Singelyn Vice President and Chief Financial Officer
David Goldberg Vice President and General Counsel
A. Timothy Scott Vice President and Tax Counsel
Obren B. Gerich Vice President and Secretary
Hugh W. Horne Vice President
Vern O. Curtis Director
Jack D. Steele Director
B. Wayne Hughes, age 63, 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 XI, Inc., Public Storage Properties
XVI, Inc., Public Storage Properties XVII, Inc., Public Storage
Properties XVIII, Inc. and Public Storage Properties XIX, Inc.
(collectively, the "Public Storage REITs"), real estate investment trusts
organized by an 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., Public Storage
Properties VII, Inc., Public Storage Properties VIII, Inc., Public
Storage Properties IX, Inc. ("PSP9"), Public Storage Properties X, Inc.
("PSP10"), Public Storage Properties XII, Inc. ("PSP12"), Public Storage
Properties XIV, Inc. ("PSP14"), Public Storage Properties XV, Inc.
("PSP15"), PS Business Parks, Inc. ("PSBP"), Partners Preferred Yield,
Inc. ("PPY"), Partners Preferred Yield II, Inc. ("PPY2"), Partners
Preferred Yield III, Inc. ("PPY3") and Storage Properties, Inc. ("SPI")
(collectively, the "Merged Public Storage REITs"), affiliated REITs that
were merged into PSI between September 1994 and April 1997. He has been
active in the real estate investment field for over 25 years.
Harvey Lenkin, age 61, has been President of the Company since
its inception in 1990. He has been President of the Public Storage REITs
since 1990. Mr. Lenkin became President and a director of PSI in
November 1991. He was an officer and director of PSMI and its affiliates
until November 1995. Mr. Lenkin was President of the Merged Public
Storage REITs from 1989-90 until the respective dates of merger and was
also a director of SPI from 1989 until June 1996.
David P. Singelyn, age 35, a certified public accountant, was
Controller of the Company from November 1995 until December 1996 when he
became Vice President and Chief Financial Officer. Mr. Singelyn was
Controller of the Public Storage REITs from November 1995 until December
1996 when he became Vice President and Chief Financial Officer. In
November 1995, he became Vice President and Treasurer of PSI. Mr.
Singelyn was employed by affiliates of PSMI from 1989 until November
1995. He was Vice President and Controller of SPI from 1991 until June
1996. From 1987 to 1989, Mr. Singelyn was Controller of Winchell's Donut
Houses, L.P.
David Goldberg, age 47, 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 REITs in December 1995. He
joined PSMI's legal staff in June 1991, rendering services on behalf of
PSI, PSMI, the Company and the Public Storage REITs. From December 1982
until May 1991, he was a partner in the law firm of Sachs & Phelps, then
counsel to PSI and PSMI.
A. Timothy Scott, age 45, became Vice President and Tax Counsel
of the Company in November 1996. Mr. Scott became Senior Vice President
and Tax Counsel of PSI and Vice President and Tax Counsel of the Public
Storage REITs in November 1996. From June 1991 until joining PSI, he
practiced tax law as a shareholder of the law firm of Heller, Ehrman,
White & McAuliffe, counsel to PSI and PSMI. Prior to June 1991, his
professional corporation was a partner in the law firm of Sachs & Phelps,
then counsel to PSI and PSMI.
Obren B. Gerich, age 58, a certified public accountant, has
been Vice President and Secretary of the Company since its inception in
1990 and was Chief Financial Officer until November 1995. Mr. Gerich has
been Vice President and Secretary of the Public Storage REITs since 1990
and was Chief Financial Officer until November 1995. 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.
Mr. Gerich was an officer and director of PSMI and its affiliates until
November 1995. He was Vice President and Secretary of the Merged Public
Storage REITs from 1989-90 until the respective dates of merger.
Hugh W. Horne, age 52, has been a Vice President of the Company
and of the Public Storage 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 and director of affiliates of PSMI and an
officer of PSMI until November 1995. He was a Vice President of SPI from
1989 until June 1996 and of the other Merged Public Storage REITs from
June 1993 until the respective dates of merger.
Vern O. Curtis, age 62, 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, age 73, 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.
Item 11. Executive Compensation.
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Compensation of Directors
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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
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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 1996 for services
rendered to the Company.
Summary Compensation Table
Annual Compensation
Name and Principal Position Year Salary
B. Wayne Hughes 1996 $ 500
Chairman of the Board and 1995 500
Chief Executive Officer 1994 500
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 five Public Storage REITs (and during all or part of 1996,
Mr. Hughes was a director and the chief executive officer of PSP9, PSP10,
PSP12, PSP14, PSP15, PSBP, PPY, PPY2 and PPY3). 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 until June
1996, 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 five Public Storage REITs has (nor did PSP9, PSP10, PSP12,
PSP14, PSP15, PSBP, PPY, PPY2, PPY3 or SPI have) a compensation
committee.
Certain Relationships and Related Transactions
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Management Agreement. The Company has a Management Agreement
with PSI pursuant to which the Company pays PSI a fee of 6% of the gross
revenues of the mini-warehouse spaces operated for the Company. During
1996, the Company paid or accrued fees of $67,000 to PSI pursuant to the
Management Agreement, exclusive of the prepayment made by the Company to
PSI in November 1995 of eight months of 1996 management fees at a cost of
$102,000.
The Management Agreement, as amended in February 1995, 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. The Management Agreement may also be terminated by either party
for cause.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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Security Ownership of Certain Beneficial Owners
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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 Company's outstanding shares of Common Stock Series A, Common
Stock Series B and Common Stock Series C (the "Common Stock") (or Common
Stock Series A):
Shares of Common Stock,
$.01 Par Value,
Beneficially Owned as of
April 15, 1997(1)
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Number
Name and Address of Shares(2)(3) Percent
PSI A: 13,909(4) A: 1.6%
701 Western Avenue, Suite 200 B: 90,859(4) B: 100.0%
Glendale, California 91201-2397 C: 257,432(4) C: 100.0%
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362,200(4)(5) 30.0%
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(Footnotes to the table are set forth following the table under "Security
Ownership of Management" below).
Security Ownership of Management
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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 Item 11) and of all
directors and executive officers of the Company as a group:
Shares of Common Stock,
$.01 Par Value,
Beneficially Owned as of
April 15, 1997(1)
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Number
Name of Shares(2)(3) Percent
B. Wayne Hughes A: 609.0(6) A: (7)
B: 18,171.8(6) B: 20.0%
C: 51,486.4(6) C: 20.0%
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70,267.2(5)(6) 5.8%
Vern O. Curtis A: 500.0 (7)
Jack D. Steele A: 100.0(8) (7)
All Directors and Executive A: 1,209.0(6)(8) A: 0.1%
Officers as a Group B: 18,171.8(6) B: 20.0%
(nine persons) C: 51,486.4(6) C: 20.0%
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70,867.2(5)(6)(8) 5.9%
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(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) 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) 13,700 shares of Common Stock Series A, 72,687.2 shares
of Common Stock Series B and 205,945.6 shares of Common Stock
Series C owned by PSI as to which PSI has sole voting and dispositive
power and (ii) 209 shares of Common Stock Series A, 18,171.8 shares
of Common Stock Series B and 51,486.4 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 (i) 209 shares of Common Stock Series A, 18,171.8 shares of
Common Stock Series B and 51,486.4 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), and (ii) 400
shares of Common Stock Series A owned by B. Wayne Hughes' wife as
trustee FBO Parker Hughes Trust dtd 3/7/91.
(7) Less than 0.1%.
(8) Shares held by a bank custodian of a simplified employee pension for
the benefit of Mr. Steele.
Item 13. Certain Relationships and Related Transactions.
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See "Compensation Committee Interlocks and Insider
Participation -- Certain Relationships and Related Transactions" under
Item 11.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
PUBLIC STORAGE PROPERTIES XX, INC.
(Registrant)
Dated: April 30, 1997 By: /s/OBREN B. GERICH
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Name: Obren B. Gerich
Title: Vice President
