MOBILE MINI INC, POS AM, 1997-10-29

MOBILE MINI INC
POS AM, 1997-10-29
FABRICATED PLATE WORK (BOILER SHOPS)

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As filed with the Securities and Exchange Commission on October 29, 1997
Registration No. 33-71528-LA

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

(POST EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT)

MOBILE MINI, INC.
(Exact name of Registrant as specified in its charter)

Delaware 7519 86-0748362
- ------------------------ ---------------------------- ----------------
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)

1834 West Third Street
Tempe, Arizona 85281
(602) 790-4214
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

---------------

Lawrence Trachtenberg
Executive Vice President
1834 West Third Street
Tempe, Arizona 85281
(602) 894-6311
(Name, address including zip code, and telephone number,
including area code, of agent for service)

---------------

with copies to
Joseph P. Richardson, Esq.
Bryan Cave LLP
2800 North Central Avenue, 21st Floor
Phoenix, Arizona 85004

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]

If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11 (a)(1) of this form, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. [ ]______________________

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]____________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==========================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Securities To Be Amount To Be Offering Price Aggregate Offering
Registered Registered Per Unit Price Registration Fee
==========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 1,067,500(1) $5.00(2) $5,337,500 $1,841.00(3)
share, issuable upon exercise of
Redeemable Common Stock Purchase
Warrants issued in connection with
the Company's 1994 initial public
offering (the "Public Warrants")
</TABLE>

This Registration Statement incorporates the Post-Effective Amendment No. 2 to
Mobile Mini, Inc., Registration Statement on Form SB-2, Registration No.
33-71528-LA, which Registration Statement was declared effective by the
Commission on February 17, 1994. The 1,067,500 shares of Common Stock issuable
upon exercise of Public Warrants were previously registered in connection with
the Company's 1994 initial public offering pursuant to Registration No.
33-71528-LA, and of the $1,841.00 filing fee identified above, $1,858.84 was
previously paid in connection with Registration No. 33-71528-LA. All shares of
Common Stock for which this Registration Statement is being filed, have been
previously registered and sufficient registration fees have been previously
paid, as identified above.

1. Pursuant to Rule 416, there are also being registered such
indeterminate number of additional shares of Common Stock as may be required for
issuance pursuant to the anti-dilution provisions of the Public Warrants.

2. Reflects the exercise price of a Public Warrant, payment of which
entitles the holder thereof to purchase one share of Common Stock.

3. Previously paid.

---------------

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

SUBJECT TO COMPLETION - DATED OCTOBER __, 1997

PROSPECTUS

1,067,500 SHARES

mobile mini, inc.

COMMON STOCK

ISSUABLE UPON EXERCISE
OF COMMON STOCK
PURCHASE WARRANTS

--------------

This Prospectus relates to an offering (the "Offering") of 1,067,500
shares of common stock, par value $.01 per share (the "Common Stock"), of Mobile
Mini, Inc. (the "Company"), issuable upon exercise of redeemable Common Stock
Purchase Warrants (the "Public Warrants") issued in connection with the
Company's 1994 initial public offering (the "Initial Public Offering"). The
Public Warrants are sometimes collectively referred to herein as the "Warrants,"
and the shares of Common Stock issuable upon exercise of the Warrants are
sometimes collectively referred to herein as the "Warrant Shares." The Warrant
Shares issuable upon exercise of the Warrants may be offered for sale by certain
warrantholders of the Company (collectively, the "Warrantholders"), and are not
being offered for the account of the Company. The Company will not receive any
proceeds from the sale of the Warrant Shares by the Warrantholders, although it
will receive proceeds from the exercise of the Warrants, if and to the extent
exercised. The Company will pay all of the expenses, estimated to be
approximately $30,000, in connection with this offering, other than underwriting
and brokerage commissions, discounts, fees and counsel fees and expenses
incurred by the Warrantholders. See "USE OF PROCEEDS," "WARRANTHOLDERS" and
"PLAN OF DISTRIBUTION."

The Company's Common Stock is quoted on the Nasdaq National Market
("Nasdaq") under the symbol "MINI." On October 24, 1997, the last sale price of
the Common Stock as quoted on Nasdaq was $6.25 per share.

FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK SEE "RISK FACTORS" (COMMENCING
ON PAGE 9 HEREOF).

Each Public Warrant entitles the holder thereof to purchase, at any
time through February 17, 1998, one share of Common Stock at a price of $5.00
per share. The Company has the right to call the Public Warrants for redemption
at $.01 per Public Warrant on 30 days written notice if the average closing bid
price of the Common Stock, as reported on Nasdaq, equals or exceeds $7.00 per
share for 20 consecutive trading days ending within 20 days of the date of the
notice of redemption. In the event that the Company elects to exercise its right
to redeem the Public Warrants, such Public Warrants will be exercisable until
the close of business on the date for redemption fixed in such notice. If any
Public Warrant called for redemption is not exercised by such time, it will
cease to be exercisable and the holder will be entitled only to the redemption
price. The exercise price of the Warrants is subject to adjustment pursuant to
the anti-dilution provisions of the Warrants; however, as of the date hereof, no
such adjustment has been required to be made.

The Warrant Shares may be offered by the Warrantholders from time to
time in transactions on Nasdaq. The Warrant Shares may also be offered in
negotiated transactions, at fixed prices which may be changed, at market prices
prevailing at the time of sale, or at negotiated prices. The Warrantholders may
effect such transactions by selling the Warrant Shares in negotiated
transactions, on Nasdaq or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Warrantholders and/or the purchasers of the Warrant Shares for whom such
broker- dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). Alternatively, the Warrantholders may from time to time
offer the Warrant Shares through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions

<PAGE>

or commissions from the Warrantholders and/or the purchasers of securities for
whom they act as agents. See "WARRANTHOLDERS" and "PLAN OF DISTRIBUTION."

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO EXCHANGE OR SELL, OR A SOLICITATION OF AN OFFER TO
EXCHANGE OR PURCHASE, ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN
ANY CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

---------------
<PAGE>
SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
contained in this Prospectus to which reference is made for a complete statement
of matters discussed below. Unless otherwise indicated, all financial and share
information set forth in this Prospectus assumes no issuance of an aggregate of
823,750 shares of Common Stock reserved for issuance pursuant to outstanding
options and warrants (other than the Public Warrants as which are the subject of
this Prospectus). All references to fiscal years refer to the fiscal year of the
Company ending December 31. Unless the context otherwise requires, all
references in this Prospectus to the "Company" refer to Mobile Mini, Inc. and
its subsidiaries.

The Company

Established in 1983, Mobile Mini, Inc., a Delaware corporation
headquartered in Phoenix, Arizona, leases and sells portable steel storage
containers and telecommunication shelters. The Company manufactures its own
steel storage containers and acquires, refurbishes, and modifies used
ocean-going shipping containers for use as inland portable storage units.
Operating income for the fiscal year ended December 31, 1996 was $4.5 million
and $3.5 million for the six months ended June 30, 1997.

The Company sells and leases its products to a wide variety of
individual, business and governmental users. Clients include retail and
wholesale distributors such as Sears(R), K-Mart(R) and Wal-Mart(R); and
institutional customers such as Motorola(R), CellularOne(R) and Southwestern
Bell(R) Communications.

The Company's lease activities include both on-site and off-site
leasing. "Off-site" leasing occurs when the Company leases a portable storage
container which is then located at the customer's place of use. "On-site"
leasing occurs when the Company stores the portable container containing the
customer's goods at one of the Company's facilities, which are similar to a
standard mini-storage facility, but with increased security, ease of access and
container delivery and pick-up service. For the six months ended June 30, 1997,
on-site and off-site leasing represented 51% of the Company's revenues with
approximately 13,000 units under lease.

The Company pioneered the use of ocean-going shipping containers for
domestic storage. Since 1993, the Company has expanded its operations and now
directly serves eight markets in three southwestern states. Between January 1,
1993 and June 30, 1997, the Company's lease fleet has grown by 282%. Although
other companies have followed the Company's lead in developing the domestic
market for used ocean going containers, the Company believes that it remains the
nation's leading lessor of these containers. Through its innovative marketing
program, the Company has expanded the demand for its products in each market it
has entered, and continues to grow those markets, with same store leasing
activities increasing by 28% during the twelve months ended June 30, 1997. The
Company intends to continue to grow its existing markets and to expand into
additional cities where it believes it can establish substantial market share.

The Company also markets its storage products on a national basis
through its national dealer network, which at October 15, 1997 provided the
Company's manufactured containers to 52 dealers for retail sale and lease. Such
dealers are in 80 separate locations in 28 states and 2 Canadian provinces.
Marketing to dealers and potential dealers is primarily through direct
solicitation, trade shows, trade magazine advertising and referrals.

To complement its storage container business, diversify its product
line and target the domestic and international markets, Mobile Mini established
a telecommunication shelter division in mid-1995. The Company's modular
telecommunication shelters, marketed under the name "Mobile Telestructures," can
be built in a variety of designs, sizes, strengths, exterior appearances and
configurations. The Company markets its Mobile Telestructure products directly
to telecommunication companies as well as to companies providing turn-key
installations of shelters and towers. For the six months ended June 30, 1997,
Mobile Telestructure represented approximately 5% of the Company's revenues.
3
<PAGE>
In March 1996, the Company refinanced its business, repaying the
majority of its indebtedness and entering into a credit agreement which provided
a $35.0 million line of credit and a $6.0 million term loan (as amended,
restated or otherwise modified from time to time, and including any
restatements, renewals, refundings or refinancings thereof, the "Senior Credit
Agreement"). The revolving line of credit portion of the Senior Credit Agreement
has since been expanded to $40.0 million. Previously, the Company financed most
of its container lease fleet with debt with a five-year amortization schedule.
Under the Senior Credit Agreement, the Company's lenders permit the Company to
take advantage of the long useful life and durability of its container lease
fleet by providing financing that requires interest-only payments during the
term of the revolving line of credit. The 1996 refinancing provided the
liquidity that permits the Company to focus on the most profitable part of its
business, the leasing of portable storage containers and portable offices.

On October 14, 1997, the Company completed an underwritten public
offering in which it issued $6.9 million of its 12% Senior Subordinated Notes
Due 2002 (the "Senior Notes") and redeemable warrants to purchase 172,500 shares
of Common Stock. The net proceeds of such offering (approximately $6.0 million)
were used to repay certain indebtedness, including approximately $3.0 million of
short-term bridge notes issued on July 31, 1997 and approximately $3.0 million
of borrowings outstanding under the revolving line of credit portion of the
Senior Credit Agreement.

The Company's principal executive office is located at 1834 West Third
Street, Tempe, Arizona 85281, and its telephone number is (602) 894-6311.
4
<PAGE>
The Offering

<TABLE>
<S> <C>
SECURITIES OFFERED 1,067,500 shares of Common Stock issuable upon exercise of
the Public Warrants. See "DESCRIPTION OF SECURITIES."

COMMON STOCK OUTSTANDING
PRIOR TO THE OFFERING 6,799,324 shares.

COMMON STOCK TO BE OUTSTANDING
AFTER EXERCISE OF THE PUBLIC
WARRANTS 7,866,824 shares (assuming exercise of all outstanding Public
Warrants and the issuance of all 1,067,500 shares issuable
upon such exercise).

USE OF PROCEEDS In the event that all of the outstanding Public Warrants are
exercised, the maximum aggregate net proceeds which the
Company would receive from such exercise would be
approximately $5.3 million. To the extent received, such
proceeds will be utilized for working capital and general
corporate purposes, initially would be used to reduce
borrowings outstanding under the Company's Senior Credit
Agreement. If no Warrants are exercised, the Company will
not receive any additional proceeds in connection with this
Offering. In addition, the Company will not receive any
proceeds from the sale of the Warrant Shares. See "USE OF
PROCEEDS."

TRADING SYMBOL The Common Stock is quoted on the Nasdaq National Market under
the symbol MINI.
</TABLE>

5
<PAGE>
Risk Factors

See "Risk Factors" for certain factors relating to an investment in the
Common Stock that should be considered by prospective investors.
6
<PAGE>
Summary Consolidated Financial Data

The following summary of financial data is derived from the
consolidated financial statements of the Company, included elsewhere herein, and
should be read in conjunction with such consolidated financial statements and
the notes thereto. The consolidated financial statements of the Company as of
December 31, 1995 and 1996 and for each of the three years in the period ended
December 31, 1996, have been audited by Arthur Andersen LLP, independent public
accountants, whose report thereon appears elsewhere in this Prospectus. The
consolidated financial statements for the six months ended June 30, 1996 and
1997 are unaudited.
<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended June 30,
------------------------------ -----------------
(unaudited)
1994 1995 1996 1996 1997
---- ---- ---- ---- ----
(dollars in thousands, except per share amounts):
<S> <C> <C> <C> <C> <C>
Consolidated Statements of Operations Data:
Revenues ................................... $ 28,182 $ 39,905 $ 42,210 $ 19,201 $ 21,843
Income from operations ..................... 2,791 4,306 4,527 2,318 3,539
Income before extraordinary item ........... 956 777 481 209 723
Extraordinary item ......................... -- -- (410) (410) --
Preferred stock dividend(1) ................ -- 1,250 -- -- --
Net income (loss) available to
common shareholders ...................... 956 (473) 70 (201) 723

Earnings per common and
common equivalent share:

Income (loss) available to common
shareholders before extraordi-
nary item ................................ $ 0.21 $ (0.09) $ 0.07 $ 0.03 $ 0.11
Extraordinary item ......................... -- -- (0.06) (0.06) --
-------- -------- -------- -------- --------
Net income (loss) available to
common shareholders ...................... $ 0.21 $ (0.09) $ 0.01 $ (0.03) $ 0.11
======== ======== ======== ======== ========

At December 31, At June 30,
------------------------------- --------------------
(unaudited)
1994 1995 1996 1996 1997
-------- -------- -------- -------- --------
(dollars in thousands):

Consolidated Balance Sheet Data:
Total assets ............................... $ 40,764 $ 54,342 $ 64,816 $ 57,001 $ 73,217
Long term line of credit ................... -- 4,099 26,406 18,379 33,776
Long term debt and obligations
under capital leases, including
current portion .......................... 16,140 24,533 13,742 15,209 12,676
Total stockholders' equity ................. 11,275 16,160 16,209 15,937 16,932
</TABLE>

7
<PAGE>
- ----------------
(1) In accordance with the accounting treatment announced by the staff of
the Securities and Exchange Commission ("SEC") at the March 13, 1997
meeting of the Emerging Issues Task Force ("EITF"), the Company
recorded a prefered stock dividend at December 31, 1995. See note 10 of
Notes to Consolidated Financial Statements.

8
<PAGE>
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, this Prospectus
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Company
intends that such forward-looking statements be subject to the safe harbors
created thereby. Such forward-looking statements involve risks and uncertainties
and include, but are not limited to, statements regarding future events and the
Company's plans and expectations. The Company's actual results may differ
materially from such statements. Factors that cause or contribute to such
differences include, but are not limited to, those discussed in "Risk Factors,"
as well as those discussed elsewhere in this Prospectus and the documents
incorporated herein by reference. Although the Company believes that the
assumptions underlying its forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in such forward-looking statements will be
realized. In addition, as disclosed under "Risk Factors," the business and
operations of the Company are subject to substantial risks which increase the
uncertainties inherent in the forward-looking statements included in this
Prospectus. The inclusion of such forward-looking information should not be
regarded as a representation by the Company or any other person that the future
events, plans or expectations contemplated by the Company will be achieved.

RISK FACTORS

In considering the matters set forth in this Prospectus, prospective
purchasers of the Notes and Redeemable Warrants should carefully consider the
matters set forth below as well as other information set forth in this
Prospectus.

Substantial Leverage

The Company leases containers under operating leases with its
customers. The operating lease business is a capital intensive business. The
typical operating lease transaction requires a cash investment by the Company of
a percentage of the original cost of acquiring and refurbishing used containers
or manufacturing new containers or other structures in its lease fleet. This
cash investment, commonly known in the equipment leasing industry as an "equity
investment," is typically 10% to 20% of the cost of a finished container. The
Company's equity investment is typically financed with either the proceeds of
the sale of equity or debt securities or internally generated funds. The other
80% to 90% of the cost of a finished container is typically financed with
borrowings. Consequently, the Company generally carries a high outstanding
indebtedness amount. In addition to indebtedness outstanding under the Senior
Credit Agreement, the Company in October 1997 issued $6.9 million of its 12%
Senior Subordinated Notes Due 2002 (the "Senior Notes"). As of June 30, 1997, on
a pro forma basis, after giving effect to the sale of the Senior Notes and the
application of the estimated proceeds therefrom, the aggregate amount of
indebtedness of the Company would have been approximately $57.0 million. See
"Capitalization." The Company may incur additional indebtedness in the future,
subject to certain limitations contained in the Senior Credit Agreement. The
Company's ability to satisfy its annual interest and principal payments on its
indebtedness or to refinance its obligations with respect to its indebtedness or
sell assets or raise equity capital to satisfy such obligations will depend
largely upon its performance, which, in turn, is subject to prevailing economic
conditions and to financial, business and other factors beyond its control. See
"Business-Financing" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

9
<PAGE>
Uncertainty in Supply and Price of Used Containers

The Company purchases used ocean-going shipping containers which
comprise a majority of the storage containers which the Company leases. The
Company's ability to obtain used containers for its lease fleet is subject in
large part to the availability of these containers in the market. The
availability to the Company of used cargo containers is in part subject to
international trade issues and the demand for containers in the ocean cargo
shipping business. Should there be a shortage in supply of used containers, the
Company could supplement its lease fleet with new manufactured containers.
However, should there be an overabundance of these used containers available, it
is likely that prices would fall. This could result in a reduction in the lease
rates the Company could obtain from its container leasing operations. It could
also cause the appraised orderly liquidation value of the containers in the
lease fleet to decline.
10
<PAGE>
Uncertainty of Additional Financing to Sustain Growth

The Company believes that its current capitalization, together with
borrowings available under the Senior Credit Agreement, is sufficient to
maintain its current level of operations. However, the Company's ability to
sustain recent-period financial and operating results is materially dependent
upon the availability of credit and equity to support continued increase in the
size of its container lease fleet. At October 20, 1997, the Company had
borrowings of approximately $32.5 million outstanding under the Senior Credit
Agreement. While the Company believes that the net proceeds from the sale of the
Senior Notes together with borrowings under the Senior Credit Agreement provide
sufficient capital to permit continued growth at recent levels, there can be no
assurance that such financial resources will be sufficient to sustain recent
growth levels throughout the Company's fiscal year beginning January 1, 1998.
During fiscal 1996, the cost of used ocean-going containers, which the Company
purchases and refurbishes, increased materially as compared to prior periods.
Although used container prices stabilized and then decreased during the first
six months of 1997, there can be no assurance that current price levels will
continue, and if the cost of used containers increases over existing levels, the
Company would be required to secure additional financing through debt or equity
offerings, additional borrowings or a combination of these sources (in addition
to any net proceeds from the exercise of any of the Public Warrants) in order to
sustain recent-period growth levels. However, there is no assurance that any
such financings will be obtained or obtained on terms acceptable to the Company.
The availability of borrowings under the Senior Credit Agreement is dependent
upon the orderly liquidation value of the Company's container lease fleet. A
significant reduction in such values may adversely affect the Company's ability
to finance its business through the Senior Credit Agreement. See
"Business-Financing" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

Container Fleet Utilization

Historically, the Company has maintained container fleet utilization
levels in the 85-to-92% range. During 1996, the Company's container fleet
utilization level was 90% and at June 30, 1997 was 87%. Should the Company
experience an unexpected decline in demand for its lease units due to economic
conditions, an increase in competition, an increase in supply of used containers
or any other reason, the Company would expect to dispose of containers in order
to maintain acceptable utilization levels. If this were to occur at a time when
the market price of used containers has declined, it could result in losses on
the sale of these containers. In addition, the Company's operating results would
be adversely affected because it would continue to be subject to the high fixed
costs of its branch operations but it would have reduced lease revenues.

Risk of Senior Debt Covenant Defaults

The Company's obligations under the Senior Credit Agreement are secured
by a lien in favor of its lenders covering substantially all of the assets of
the Company. The Company is required to comply with certain covenants and
restrictions, including covenants relating to the Company's financial condition
and results of operations. If the Company is unable or fails to comply with the
covenants and restrictions of the Senior Credit Agreement, the lenders would
have the right not to make loans under the Senior Credit Agreement and to
require early payment of outstanding loans. The lack of availability of loans or
the requirement to make early repayment of loans would have a material adverse
effect on the Company. See "Management's Discussion and Analysis Financial
Condition and Results of Operations - Liquidity and Capital Resources."

Uncertainty of Future Financial Performance, Fluctuations in Operating Results

The Company's results of operations may vary from period to period due
to a variety of factors which affect demand for the Company's products and
influence the Company's operating costs and margins, including general economic
and industry conditions, availability of and cost increases of used containers
from which the Company builds its container fleet, changes in marketing and
sales expenditures, pricing pressures, market acceptance of the Company's
products, particularly in new market areas in which the Company may expand,
expenditures to acquire or start-up and integrate into the Company's operations
new businesses which the Company seeks to acquire as part of its expansion
strategy, and the introduction of new products by the Company or its
competitors.
11
<PAGE>
Fluctuations in Raw Materials Costs and Supply

The Company purchases used ocean-going shipping containers, steel,
vinyl, wood, glass and other raw materials from various suppliers. While all
such materials are available from numerous independent suppliers, commodity raw
materials are subject to fluctuations in price. Because such materials in the
aggregate constitute significant components of the Company's cost of goods sold,
such price fluctuations could have a material adverse effect on the Company's
results of operations. Although the Company believes that it can pass on gradual
increases in raw material prices, there can be no assurance that the Company
will continue to be able to do so in the future. In addition, sharp increases in
material prices are more difficult to pass through to the customer in short a
period of time and may negatively impact the short-term financial performance of
the Company.

Potential Adverse Effects of Government Regulation

The Company's manufacturing and storage facilities are subject to
regulation by a number of governmental authorities, including regulations
relating to occupational health and safety and to environmental issues as well
as federal and state laws governing such matters as overtime and minimum wages.
The Company believes that its operations comply in all material respects with
all applicable regulatory requirements. However, any failure to comply with
applicable regulations, or the adoption of new regulations or changes in
existing regulations, could impose additional compliance costs on the Company,
require a cessation of certain activities or otherwise have a material adverse
impact on the Company's business and results of operations.
12
<PAGE>

Competition

The Company believes that its products, services, pricing and
manufacturing capabilities allow it to compete favorably in each of the on-site
leasing, off-site leasing and sales segments of the Company's markets in the
areas it currently operates. However, the Company's ability to continue to
compete favorably in each of its markets is dependent upon many factors,
including the market for used ocean-going shipping containers and the cost of
steel.

The Company believes that competition in each of its markets may
increase significantly in the future. It is possible that some such competitors
will have greater marketing and financial resources than the Company. As
competition increases, significant pricing pressure and reduced profit margins
may result. Prolonged price competition, along with other forms of competition,
could have a material adverse affect on the Company's business and results of
operations. See "Business-Competition."

Reliance on Key Employees

The Company is substantially dependent on the personal efforts and
abilities of Richard E. Bunger, the Company's founder and its Chairman, Steven
G. Bunger, the Company's President and Chief Executive Officer, and Lawrence
Trachtenberg, the Company's Executive Vice President and Chief Financial
Officer. The loss or unavailability of any of these officers or certain other
key employees for any significant period of time could have a material adverse
effect on the Company's business prospects or earning capacity.

Management Control

The Company's executive officers and directors as at October 20, 1997
own an aggregate of approximately 2,646,350 shares, or 38.3% of the outstanding
Common Stock. Richard E. Bunger, the Company's Chairman, beneficially owns
approximately 34.6% of the Common Stock outstanding. Consequently, the executive
officers and directors of the Company collectively, and Mr. Bunger individually,
have substantial influence in the election of all members of the Board of
Directors and therefor on the direction of the Company's business and affairs.

Anti-Takeover Considerations

The Company's Board of Directors has proposed that the Company's
shareholders adopt at the Company's 1997 annual meeting a group of proposals,
including amendments to the Company's Certificate of Incorporation which could,
together or separately, discourage potential acquisition proposals, delay or
prevent a change in control of the Company, and limit the price that certain
investors might be willing to pay in the future for the Company's Common Stock.
These proposals include a classified board of directors and a provision barring
shareholder action by written consent. The Company is also subject to Section
203 of the Delaware General Corporation Law, which may also inhibit a change in
control of
13
<PAGE>
the Company. In addition, the provisions of certain executive employment
agreements and stock option agreements may result in economic benefits to the
holders thereof upon the occurrence of a change in control.

USE OF PROCEEDS

In the event that all of the Public Warrants are exercised, the Company
will receive maximum gross proceeds of $5,337,500 from the exercise of the
Public Warrants. Accordingly, the maximum net proceeds which the Company would
receive from such exercise, after deduction of expenses of approximately $30,000
incurred in connection with this Offering, would be approximately $5,307,500.
The Company intends to utilize the net proceeds of the Offering to repay a
portion of borrowings outstanding under the revolving credit line portion of the
Senior Credit Agreement, which borrowings totaled approximately $32.5 million at
October 20, 1997. Interest accrues on borrowings under the Senior Credit
Agreement at the Company's option at either prime plus 1.5% (10.0% per annum at
October 20, 1997) or the Eurodollar rate (as defined) plus 3% per annum.

On October 24, 1997, the last sale price quoted on Nasdaq for the
Common Stock was $6.25 per share. Although it is possible that the Warrants,
exercisable at $5.00 per share, may be exercised if the market price of the
Common Stock continued to exceed such exercise price prior to the February 17,
1998 expiration date of the Public Warrants, it is impossible to predict how
many of the Warrants will be exercised and the amount of the proceeds, if any,
realizable therefrom.

14
<PAGE>
PRICE RANGE OF COMMON STOCK

The Common Stock trades on the Nasdaq National Market under the symbol
"MINI." Prior to December 26, 1995, the Common Stock was traded on the Nasdaq
SmallCap Market. The following table sets forth, for the indicated periods, the
high and low sale prices for the Common Stock as reported by the Nasdaq Market.
The quotations set forth below reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual transactions.

High Low
---- ---
Fiscal 1995
First Quarter................. $ 4.500 $3.500
Second Quarter................ $ 5.000 $3.625
Third Quarter................. $ 6.125 $4.750
Fourth Quarter................ $ 5.875 $3.625
Fiscal 1996
First Quarter................. $ 4.375 $2.875
Second Quarter................ $ 4.437 $3.375
Third Quarter................. $ 4.375 $2.812
Fourth Quarter................ $ 4.500 $3.000
Fiscal 1997
First Quarter................. $ 3.625 $3.000
Second Quarter................ $ 4.500 $3.000

Third Quarter ................ $ 5.375 $4.437
Fourth Quarter(1)............. $ 6.250 $5.000
- ---------------------
(1) Through October 24, 1997.

The Company has approximately 67 holders of record of its Common Stock.
The Company believes it has in excess of 400 beneficial owners of its Common
Stock. Holders of the Common Stock are entitled to receive such dividends as may
be declared by the Board of Directors of the Company. To date, the Company has
neither declared nor paid any cash dividends on its Common Stock, nor does the
Company anticipate that cash dividends will be paid in the foreseeable future.
Additionally, the Senior Credit Agreement prohibits the payment of dividends.

DIVIDEND POLICY

Cash dividends have not been paid on the Common Stock. The Company
presently intends to retain earnings to finance the development and growth of
its business. Accordingly, the Company does not anticipate that any dividends
will be declared on the Common Stock for the foreseeable future. Future payment
of cash dividends, if any, will depend upon the Company's financial condition,
results of operations, business conditions, capital requirements, future
prospects and other factors deemed relevant by the Company's Board of Directors.
The Senior Credit Agreement prohibits the payment of dividends on any class of
the Company's capital stock.

In connection with the issuance of its Series A Convertible Preferred
Stock, the Company recorded a preferred stock dividend of $1,250,000 at December
31, 1995 in accordance with the accounting treatment announced by the staff of
the SEC at the March 13, 1997 meeting of the EITF, as the Series A Convertible
Preferred Stock had "beneficial conversion" features which permitted the holders
to convert their holdings to common shares at a fixed discount off of the market
price of the common shares when converted. The effect of the dividend resulted
in a decrease in earnings per share applicable to common shareholders of $.25.
See note 10 of Notes to Consolidated Financial Statements.
15
<PAGE>
CAPITALIZATION

The following table sets forth at June 30, 1997, the short-term debt
and capitalization of the Company as adjusted to give effect to (i) the sale of
the Bridge Notes and warrants and the application of the net proceeds of
approximately $2.8 million therefrom, (ii) the sale of the Senior Notes and the
Redeemable Warrants on October 14, 1997 and the application of the estimated net
proceeds of approximately $6.0 million therefrom and (iii) the issuance of the
1,067,500 Warrant Shares subject to the Public Warrants at the Public Warrant
exercise price of $5.00 per share and application of the estimated net proceeds
of approximately $5.3 million therefrom. This table should be read in
conjunction with "Use of Proceeds" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," included elsewhere herein.

<TABLE>
<CAPTION>
June 30, 1997
--------------------------------
Actual As adjusted
------------ ------------
<S> <C> <C>
Short-term debt:
Current portion of long-term debt .................................. $ 1,494,925 $ 1,494,925
Current portion of obligations under capital leases ................ 1,993,239 1,993,239
------------ ------------
Total short-term debt ............................................ 3,488,164 3,488,164
------------ ------------
Long-term debt:
Senior Credit Agreement(1) ......................................... 33,776,461 22,507,961
Bridge Notes ....................................................... - -
Senior Subordinated Notes due 2002(2) .............................. - 6,639,180
Other long-term debt, excluding current portion .................... 5,101,700 5,101,700
Obligations under capital leases, excluding current portion ........ 4,086,298 4,086,298
------------ ------------
Total long-term debt ............................................. 42,964,459 38,335,139
------------ ------------

Stockholders' equity:
Common Stock, $.01 par value; 17,000,000 shares authorized,
6,739,324 issued and outstanding, 7,866,824 as adjusted(3)........ 67,393 78,668
Additional paid-in-capital(4) ...................................... 15,588,873 21,511,543
Retained earnings .................................................. 1,275,354 1,275,354
------------ ------------
Total stockholders' equity ....................................... 16,931,620 22,865,565
------------ ------------
Total capitalization ............................................. $ 63,384,243 $ 64,688,868
============ ============
</TABLE>
- -------------
(1) Interest accrues at the Company's option at either prime plus 1.5% or the
Eurodollar rate plus 3% and is payable monthly.
(2) Includes an adjustment related to the estimated fair value ascribed to all
Redeemable Warrants issued in connection with the Senior Notes.
(3) Includes 60,000 shares of Common Stock issued as additional underwriting
compensation on October 14, 1997 to the underwriter in connection with the
public offering of the Senior Notes.
(4) Includes an increase of $260,820 related to the estimated fair value
ascribed to all warrants issued in connection with the Senior Notes. The
fair value has been estimated using the Black-Scholes option-pricing model
with the following average assumptions: fair market value per share on the
date of issuance of $4.94; dividend yield of 0%; expected volatility of
48.6%; risk-free interest rate of 5.74%; and expected lives of two years.

16
<PAGE>
BUSINESS

General

Mobile Mini, Inc. designs and manufactures portable steel storage
containers, portable offices and telecommunication shelters and acquires,
refurbishes, and modifies ocean-going shipping containers for sales and leasing
as inland portable storage units. The Company also produces certain steel
products, such as portable offices, built to special order specifications. The
Company has patented, proprietary or trade secret rights in all products it has
designed and manufactured. The locking system for the Company's containers is
patented and provides virtually impenetrable security to the storage container.
The Company's main product in its storage market segment is the portable steel
storage container. The Company acquires used ocean-going cargo containers which
it reconditions and retrofits with its patented locking system. To compensate
for supply and price fluctuations associated with acquiring used ocean-going
containers, the Company also manufactures various lines of new containers,
featuring the Company's proprietary "W" or "stud wall" panels. Storage container
units may be significantly modified and turned into portable offices, portable
storage facilities, open-sided storage and retail facilities, as well as a large
variety of other applications.

The Company sells and leases its storage containers to a wide variety
of individual, business and governmental users. The Company's lease activities
include both on-site and off-site leasing. "Off-site" leasing occurs when the
Company leases a portable storage container which is then located at the
customer's place of use. "On-site" leasing occurs when the Company stores the
portable container containing the customer's goods at one of the Company's
facilities, which are similar to a standard mini-storage facility, but with
increased security, ease of access and container delivery and pick-up service.

In mid-1995, the Company established a telecommunication shelter
division targeted at both the domestic and international markets to complement
its storage container business and diversify its product line. The Company's
modular telecommunication shelters, marketed under the name "Mobile
Telestructures," can be built in a variety of designs, sizes, strengths,
exterior appearances and configurations. The Company has developed proprietary
technology that makes these units very portable, lightweight, highly secure and
virtually weather proof. The Company intends to devote additional resources
toward marketing this product.

The Company has developed technology to add a stucco finish to the
exterior of its all steel buildings, making them more aesthetically appealing
while retaining the strength and durability afforded by steel. This attribute is
especially important to the Mobile Telestructures operations, where
telecommunication companies are under pressure to use shelters and towers that
blend in with their locale. In addition, in 1996, the Company introduced its
ArmorKoat(TM) line of telecommunication shelters which feature a specially
formulated concrete exterior coat to its steel shelters. This formulation
increases the strength of the building and can meet the needs of customers that
require concrete buildings.

The Company also designs, develops and manufactures a complete
proprietary line of truck trailers and other delivery systems utilized in
connection with its storage container sales and leasing activities. The Company
provides delivery and pick-up services for customers at their places of
business, homes or other locations.

From 1983 through 1993, the business operations of the Company were
conducted as a sole proprietorship by Richard E. Bunger under the trade name
"mobile mini storage systems" ("MMSS"). The business operations transferred to
the Company were comprised of MMSS and a related corporation, Delivery Design
Systems, Inc. ("DDS"). The Company's subsidiaries include DDS, which formerly
engaged in the business of designing, developing and manufacturing truck
trailers and other delivery systems for the Company's portable storage
containers and Mobile Mini I, Inc. which engages in the business of acquiring
and maintaining certain of the Company's facilities. The business and assets of
DDS were transferred to the Company in 1996.

Marketing

The Company markets its storage containers both directly to end-users
and through its national dealer network. The Company also sells and leases its
storage containers directly to end users through its
17
<PAGE>
branches in Phoenix and Tucson, Arizona, San Diego and Rialto, California and
Houston, Dallas, San Antonio and Austin, Texas. The Company services Phoenix and
Tucson from its Maricopa, Arizona plant, the greater Los Angeles, California
area from its Rialto hub and its Texas operations from its Houston and
Dallas/Fort Worth hubs. Marketing for individual consumer sales and rentals is
primarily through Yellow Page ads, direct mailings and customer referrals.

The Company markets its Mobile Telestructure products directly to
telecommunication companies as well as to companies providing turn-key
installations of shelters and towers.

Sales are also made through the Company's national dealer network which
at October 15, 1997 provided the Company's manufactured containers to 52 dealers
for retail sale. Such dealers are in 80 separate locations in 28 states and two
Canadian provinces. Marketing to dealers and potential dealers is primarily
through direct solicitation, trade shows, trade magazine advertising and
referrals. The dealers receive containers which they assemble and paint. The
Company provides training in assembly and marketing to its dealers. None of the
dealers are employed by the Company, nor does any dealer have a long term
requirements contract for the supply of unassembled containers or any contract
for training in assembly and marketing with the Company. The Company does,
however, benefit from the use of its name by several dealers on the containers
once they are constructed.

Leasing Operations

The Company's primary goal is to grow the container leasing segment of
its business. This business, which involves the short-term leasing of a product
with a long useful life and relatively low depreciation, offers higher margins
than the Company's other products and services.

The Company has sought to grow this business by opening branch
facilities in several cities in the Southwestern United States. When the Company
opens a facility, it devotes substantial resources, including a sizable
advertising budget, to the location. The new location therefore generates losses
in early years until cash flow generated at the new location is sufficient to
cover fixed costs associated with the location. Historically, profitability is
not expected until approximately one to three years after the new location is
opened. The actual time to profitability depends upon numerous factors,
including differences in container costs compared to historic cost levels, the
level of competition in the new market, the development of additional storage
containers in the market by competitors and other factors which are generally
beyond the Company's control.

The Company plans to continue adding leased containers to existing
locations in order to increase its profitability. During 1996, the Company
entered into the Senior Credit Agreement which has enabled the Company to expand
its container leasing operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources." The Company increased containers on lease at its branch locations at
June 30, 1997 by 28% from June 30, 1996.

The Company's plan is to continue increasing its lease fleet at
existing locations at a rate in line with historical increases. Management
anticipates that such an increase will positively impact profitability in fiscal
1997 and 1998, particularly if the cost of used ocean-going containers remains
constant at levels prevailing during the first half of 1997. See "Risk Factors -
Uncertainty in Supply and Price of Used Containers."

The Company also intends to expand its operations into additional
cities on a controlled basis. Such expansion could be through new start-up
operations by the Company or through acquisitions of existing operations.
Expansion through start-up operations would have the effect of reducing net
income during the early years of operations while the Company increased its
lease fleet at these locations. The Company has identified several potential new
markets, and is investigating start-up and acquisition possibilities in those
markets. As of the date of this Prospectus, the Company is not a party to any
binding agreement respecting new sites or material acquisition transactions.

Financing

The Company in recent periods has required increasing amounts of
financing to support the growth of its business. This financing was required
primarily to fund the acquisition of containers for the Company's lease fleet
and to fund the acquisition of property, plant and equipment to support both the
Company's container leasing and manufacturing operations.
18
<PAGE>
The Company finances its operations and growth primarily through the
Senior Credit Agreement. The Company first entered into the Senior Credit
Agreement in March 1996, in order to improve its cash flow, increase its
borrowing availability and fund its continued growth. Prior to 1996, the
Company's growth was financed in part through financing of containers pursuant
to capital leases or secured borrowings. These financings generally required
repayment in full over a five year period and provided for interest at a fixed
rate. Since the Company's containers have a useful life far in excess of five
years, these financings required the Company to pay in full the debt related to
a capital expenditure well in advance of the related asset's useful life. The
repayment terms of these financings adversely affected cash flow and were
refinanced with borrowings under the Senior Credit Agreement.

Under the terms of the Senior Credit Agreement, the lenders originally
provided the Company with a $35.0 million revolving line of credit (subsequently
increased to $40.0 million) and a $6.0 million term loan. Borrowings under the
Senior Credit Agreement are secured by substantially all of the Company's
assets. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."

The Senior Credit Agreement contains several financial covenants,
requires minimum utilization rates for the Company's lease fleet, limits capital
expenditures, acquisitions, changes in control, the incurrence of additional
debt and the repurchase of common stock, and prohibits the payment of dividends.

Patents, Trade Names and Trade Secrets

The Company has eight patents issued by and four patents pending with
the U.S. Patent and Trademark Office related to the design and application of
its products. The Company may process other patent applications for additional
products if and when developed, to the extent the Company deems such
applications appropriate. "mobile mini" and "mobile mini storage systems" are
registered trade names and service marks in the United States and Canada. The
Company has applied to have "mobile telestructures" registered as a trade name
and service mark in the U.S. and Canada.

The patents as well as the various state trade secret laws afford
proprietary protection to the Company's products, including the unique locking
system and design of its manufactured products. The Company has in place several
access control and proprietary procedure policies implemented to meet the
requirements of protecting its trade secrets under applicable law. The Company
follows a policy of aggressively pursuing claims of patent, trade name, service
mark and trade secret infringement. The Company does not believe that its
products and trademarks or other confidential and proprietary rights infringe
upon the proprietary rights of third parties. There can be no assurance,
however, that third parties will not assert infringement claims against the
Company in the future.

Customers

The market for the Company's products can generally be divided into
four distinct areas - retail, residential, commercial and
institutional/governmental. Revenues are derived from either rentals or sales
directly to customers or through sales to the Company's dealers.

The Company's customer profile is diverse and does not rely on one
industry. Instead, the Company targets several different markets within various
geographic areas. For the year ended December 31, 1996, the Company's customers
fall into the following categories and approximate percentages of units
leased/sold: (i) with respect to leasing: retail and wholesale businesses, 52%;
homeowners, 17%; construction, 22%; institutions, 4%; government, industrial and
other, 5%; (ii) with respect to sales: retail and wholesale businesses, 54%;
homeowners, 5%; construction, 12%; institutions, 14%; government, industrial and
other, 15%.
19
<PAGE>
Customers utilize the Company's storage units in a variety of ways. For
example, retail companies use the Company's storage units for extra warehousing;
real estate development companies utilize the Company's products to securely
store equipment, tools and materials; and governmental agencies such as the U.S.
Armed Forces and the U.S. Drug Enforcement Agency lease and buy the Company's
high-security, portable storage units to store equipment and other goods.

Competition

Because the Company competes in several market segments, no one entity
is known to be in direct competition with the Company in all its market
segments. With respect to its on-site leasing activities, the Company competes
directly with conventional mini-storage warehouse facilities in the localities
in which it operates. The Company's on-site leasing competitors include U-Haul,
Public Storage and Shurgard Storage Centers. With respect to off-site leasing
and sales, the Company has several competitors, which include Haulaway, Mobile
Storage, National Security Containers, and a large number of smaller
competitors. The Company believes that its products, services, pricing and
manufacturing capabilities allow it to compete favorably in each of the on-site
leasing, off-site leasing and sales segments of the Company's markets in the
areas it currently operates.

The Company's Mobile Telestructures division competes against several
competitors that supply shelters, the largest of which the Company believes to
be Fibrebond Corporation, the Rohn division of UNR Industries and the Andrew
Corporation.

Management believes that the Company has a number of competitive
advantages both in terms of products and operations. Among its products'
patented features is the locking system which serves to meet the customer's
primary concern, security. Based on reports from customers who have suffered
burglary attempts, the Company's locking system is extremely difficult to
defeat. The Company's delivery trailers have largely been designed and built by
the Company and certain key features have patent potential which the Company may
pursue. These proprietary delivery systems, which are specifically designed to
transport, load and unload containers, allow the Company to deliver containers
economically in otherwise inaccessible locations.

Operationally, the Company manufactures containers from raw steel as an
alternative to using ocean-going containers. In the event ocean-going containers
are in short supply or become uneconomical to retrofit to the needs of the
Company, the Company can manufacture its own container product. The Company will
continue to manufacture new storage units for inclusion primarily in its sales
inventory and also in its lease fleet.

The Company's ability to continue to compete favorably in each of its
markets is dependent upon many factors, including the market for used
ocean-going containers and the costs of steel. During 1996, the price of used
steel cargo containers increased by approximately 20%, although prices declined
somewhat during the first six months of 1997. Management believes that the
Company's container manufacturing capabilities makes the Company less
susceptible than its competitors to ocean-going container price fluctuations,
particularly since the cost of used containers is affected by many factors, only
one of which is the cost of steel from which the Company can manufacture new
containers.

Employees

As of October 17, 1997, the Company had approximately 820 full time
employees at all of its locations. The Company believes that its continued
success depends on its ability to attract and retain highly qualified personnel.
The Company's employees are not represented by a labor union and the Company has
no knowledge of any current organization activities. The Company has never
suffered a work stoppage and considers its relations with employees to be good.

20
<PAGE>
Properties

The Company has four manufacturing centers located in Maricopa,
Arizona, Rialto, California, and Houston and Dallas/Fort Worth, Texas. Sales and
leasing are conducted from Phoenix, Rialto, Houston and Dallas/Fort Worth in
addition to four other locations.

The Company's primary manufacturing center is located in a
heavy-industry zoned industrial park near Maricopa, Arizona, approximately 30
miles south of Phoenix. The facility is seven years old and is located on an
approximately 45 acre industrial site. Twenty-three acres of this site were
purchased from Richard E. Bunger in 1996. See, "Certain Relationships and
Related Transactions." The facility includes nine manufacturing buildings,
totaling approximately 130,000 square feet, which house manufacturing, assembly,
construction, painting and vehicle maintenance operations.

The Phoenix, Arizona sales and leasing branch services the Phoenix
metropolitan area from its approximately 10.7 acre facility. All Phoenix
marketing and any on-site storage is conducted from this site. Approximately 3.4
acres are owned by the Company, approximately 5.8 acres are leased from
non-affiliated parties and the remaining 1.5 acres are owned by members of the
Bunger family and are under lease at what management believes to be competitive
market rates. See "Certain Relationships and Related Transactions."

The Rialto, California sales and leasing hub is approximately 10 acres
in size, with three industrial shops used for modification of ocean-going
containers, assembly of the Company's manufactured containers and on-site
leases. The Rialto facility serves as the Company's southern California hub and
supports the San Diego branch. The Rialto site is owned by a corporation owned
by Richard E. Bunger, and is leased to the Company at what management believes
to be competitive market rates. See "Certain Relationships and Related
Transactions."

The Texas operations are supported by hub facilities in Houston and
Dallas/Fort Worth. Both facilities contain manufacturing centers, sales and
leasing operations and on-site storage facilities. The Houston facility is
located on seven acres with six buildings totaling approximately 34,400 square
feet. The Dallas/Fort Worth facility, which is owned by the Company, is located
on 17 acres with six buildings totaling approximately 36,600 square feet.

The Company's administrative and sales offices are located in Tempe,
Arizona. The facilities are leased by the Company from an unaffiliated third
party and have approximately 28,800 square feet of space which the Company
anticipates will meet its needs for the near-term. The Company's lease term is
through December 2000.
21
<PAGE>
In addition to its administrative offices and manufacturing facilities,
the Company has facilities used for sales, leasing and onsite storage. The major
properties owned or leased by the Company are listed in the table below:

<TABLE>
<CAPTION>
Location Use Area Title
-------- --- ---- -----
<S> <C> <C> <C>
Tempe, Arizona Sales and administration 28,800 sq. ft. Leased
Maricopa, Arizona Manufacturing 44.8 acres Owned(1)
Rialto, California Sales, leasing, manufacturing and 10 acres Leased(2)
on-site storage
Houston, Texas Sales, leasing, manufacturing and 7.0 acres Leased
on-site storage
Phoenix, Arizona Sales, leasing and on-site storage 10.7 acres Owned(1)/leased(3)
Tucson, Arizona Sales, leasing and on-site storage 2.7 acres Leased(4)
San Diego, California Sales, leasing and on-site storage 5.0 acres Leased
Dallas, Texas Sales, leasing, manufacturing and 17 acres Owned(1)
on-site storage
San Antonio, Texas Sales, leasing and on-site storage 3.0 acres Leased
Round Rock, Texas(5) Sales, leasing and on-site storage 5.0 acres Leased
</TABLE>
- -------------------------------

(1) Pledged pursuant to the Senior Credit Agreement. See "The Company -
Financing."

(2) Leased by the Company from an affiliate of Richard E. Bunger. See
"Certain Relationships and Related Transactions."

(3) Of the 10.7 acres comprising these sites, 3.4 acres are owned by the
Company and 1.5 acres are subject to long-term leases from members of
the Bunger family. See "Certain Relationships and Related
Transactions."

(4) This property is leased by the Company from members of the Bunger
family. See "Certain Relationships and Related Transactions."

(5) A community of the Austin, Texas metropolitan area.
22
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial data as of December 31, 1995 and 1996
and for each of the three years in the period ended December 31, 1996 has been
derived from the audited consolidated financial statements of the Company
included herein. The selected financial data as of December 31, 1992, 1993 and
1994 and for the years ended December 31, 1992 and 1993 has been derived from
audited financial statements not included herein. The selected consolidated
financial data presented as of and for the six month periods ended June 30, 1996
and 1997 have been derived from the unaudited interim consolidated financial
statements of the Company and has been prepared on the same basis as the audited
financial statements and, in the opinion of management, contain all adjustments
necessary for a fair presentation of the results of operations and financial
condition for such periods.

<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended June 30,
------------------------------------------------------- --------------------
(unaudited)
1992(1)(2) 1993(1) 1994 1995 1996 1996 1997
---------- ------- ------ ------ ------ ------ ------
(dollars in thousands, except per share amounts):
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated Statement of
Operations Data:
Revenues ............................ $ 12,001 $ 17,122 $ 28,182 $ 39,905 $ 42,210 $ 19,201 $ 21,843
Income from operations .............. 710 1,514 2,791 4,306 4,527 2,318 3,539
Income before extraordinary item .... 116 276 956 777 481 209 723
Extraordinary item .................. 185 -- -- -- (410) (410) --
Preferred stock dividend(3) ......... -- -- -- 1,250 -- -- --
Net income (loss) available to common
shareholders ...................... 301 276 956 (473) 70 (201) 723

Earnings per common and common
equivalent share:

Income (loss) available to common
shareholders before extraordinary
item .............................. $ 0.04 $ 0.10 $ 0.21 $ (0.09) $ 0.07 $ 0.03 $ 0.11
Extraordinary item .................. 0.07 -- -- -- (0.06) (0.06) --
-------- -------- -------- -------- -------- -------- --------
Net income (loss) available to common
shareholders ...................... $ 0.11 $ 0.10 $ 0.21 $ (0.09) $ 0.01 $ (0.03) $ 0.11
======== ======== ======== ======== ======== ======== ========

At December 31, At June 30,
----------------------------------------------------- ---------------------
(unaudited)
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- -------- ------- ------- --------
(dollars in thousands):

Consolidated Balance Sheet Data:
Total assets ......................... $14,773 $20,082 $40,764 $54,342 $64,816 $57,001 $73,217
Long term lines of credit ............ -- -- -- 4,099 26,406 18,379 33,776
Long term debt and obligations under
capital leases, including current
portion ............................ 6,622 9,334 16,140 24,533 13,742 15,209 12,676
Total stockholders' equity ........... 5,713 3,292(4) 11,275 16,160 16,209 15,937 16,932
</TABLE>
(Footnotes for the table on next page)
23
<PAGE>

- -------------------------
(1) Prior to 1994, the Company's predecessor was operated as a sole
proprietorship. Per share information are therefore calculated on a pro
forma basis assuming that the only common stock outstanding was that
issued to Richard E. Bunger at the time the Company was capitalized and
all significant transactions for the transfer of assets to the Company
have been eliminated for the pro forma statements.

(2) Certain amounts have been restated to conform with subsequent years'
presentation.

(3) In accordance with the accounting treatment announced by the staff of
the SEC at the March 13, 1997 meeting of the EITF, the Company recorded
a prefered stock dividend at December 31, 1995. See note 10 of Notes to
Consolidated Financial Statements.

(4) The capitalization of the Company effective on December 31, 1993
resulted in a change in tax status from a sole proprietorship to a
C-corporation, which resulted in the Company recognizing a net deferred
tax liability of approximately $2,393,000.

24
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The Company designs and manufactures portable steel storage containers,
portable office and other modular buildings, and telecommunication's equipment
shelters and modifies ocean-going shipping containers which it sells and leases
as inland portable storage units. The Company also designs and manufactures a
variety of delivery systems to complement its storage container sales and
leasing business. The Company's manufacturing, sales and leasing facilities are
located in the states of Arizona, Texas and southern California, and are
supplemented by the Company's national dealer network. The Company has increased
its revenues from $12.0 million in the fiscal year ended December 31, 1992 to
$42.2 million in the fiscal year ended December 31, 1996, and increased its
total assets from $14.8 million at December 31, 1992 to $64.8 million at
December 31, 1996. At June 30, 1997, total assets were $73.2 million.

The leasing of containers stored on-site at the Company's locations
(similar to traditional mini-storage warehouses) as well as the leasing of
containers stored off-site is becoming a more significant portion of the
Company's business and is contributing to the Company's growth. Between December
31, 1992 and June 30, 1997, the number of units at the Company's leasing
locations increased by 282%.

As the leasing operations are the most profitable of the Company's
operations, management plans to increase the level of these operations,
especially at existing locations. In addition, the Company expects to open
additional facilities on a controlled basis at locations which management
believes can become profitable over a relatively short period of time,
consistent with the Company's historical experience.

Results of Operations

The following table sets forth, for the periods indicated, the
percentage of total revenue represented certain items in the Consolidated
Financial Statements of the Company included elsewhere herein. The table and the
discussion below should be read in conjunction with the Consolidated Financial
Statements and Notes thereto.
<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended June 30,
--------------------------- -----------------
1994 1995 1996 1996 1997
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Revenues:
Container and modular building sales ........... 65.6% 60.8% 56.0% 55.5% 49.2%
Leasing ........................................ 25.5 30.6 32.3 33.0 36.6
Other .......................................... 8.9 8.6 11.7 11.5 14.2
------- ------- ------- ------- -------
Total revenues .............................. 100.0 100.0 100.0 100.0 100.0

Costs and expenses:
Cost of container and modular building sales ... 49.3 47.9 47.2 47.1 36.7
Leasing, selling and general expenses .......... 38.5 38.0 36.3 36.9 42.5
Depreciation and amortization .................. 2.2 3.3 4.1 3.9 4.6
Restructuring charge ........................... -- -- 1.7 -- --
------- ------- ------- ------- -------
Income from operations ........................... 10.0 10.8 10.7 12.1 16.2
Other income (expenses):
Interest income and other ...................... 0.6 0.7 0.5 -- --
Interest expense ............................... (4.5) (8.0) (9.2) (10.2) (10.3)
------- ------- ------- ------- -------
Income before provision for income taxes and
extraordinary item ............................. 6.1 3.5 2.0 1.9 5.9
Provision for income taxes ....................... 2.7 1.5 0.9 0.9 2.6
------- ------- ------- ------- -------
Income before extraordinary item ................. 3.4 2.0 1.1 1.0 3.3
Extraordinary item ............................... -- -- (1.0) (2.1) --
------- ------- ------- ------- -------

Net income (loss) ................................ 3.4 2.0 0.1 (1.1) 3.3
Preferred stock dividend ......................... -- (3.1) -- -- --
------- ------- ------- ------- -------
Net income (loss) available to common shareholders 3.4% (1.1%) 0.1% (1.1%) 3.3%
======= ======= ======= ======= =======
</TABLE>
25
<PAGE>
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

Revenues for the six months ended June 30, 1997 were $21,843,000 which
represents a 13.8% increase over revenues of $19,201,000 for the six months
ended June 30, 1996. Revenues from the sales of the Company's products increased
0.7%, while the revenues from the leasing of portable storage containers and
from the Company's trucking and other related leasing activities increased 30.0%
and represented 50.8% of total revenue compared to 44.5% for the same period in
1996. This increase in lease and lease related revenues primarily is a result of
a 20.0% increase in the average number of containers on lease, an increase in
the average container rental rate, yielding 3.1%, and an increase in other
income, including trucking services income and loss limitation waiver income.

Cost of container and other sales as a percentage of container and
other sales for the six months ended June 30, 1997 was 74.6% compared to 84.8%
for the same period in 1996. This decrease primarily resulted from an increase
in sales of the Company's higher margin telecommunication shelters, and the
discontinuation of the Company's modular building line, which produced lower
margins during fiscal 1996.

Leasing, selling and general expenses were 42.5% of total revenue for
the six months ended June 30, 1997 compared to 36.9% in the six months ended
June 30, 1996. The increase is primarily related to additional operating costs
to support the increased leasing operations. These additional costs included
higher maintenance costs associated with a larger trucking fleet, additional
equipment to maintain, service and transport a larger container lease fleet, and
increased personnel costs and related benefits to support the growth of the
leasing operations.

Interest expense was 10.3% of revenues during the six months ended June
30, 1997 compared to 10.2% of revenues during the six months ended June 30,
1996. This increase is related to financing the Company's growth in its
container lease fleet and equipment which permitted the Company to substantially
increase its leasing revenue. This increase is partially offset by a 1.9%
decrease in the Company's weighted average borrowing rate as a result of lower
interest rates under the Senior Credit Agreement (including the effect of
amortization of additional debt issuance costs in connection with the Senior
Credit Agreement).

Depreciation and amortization increased from 3.9% of revenues for the
six month period ended June 30, 1996 to 4.6% for the six month period ended June
30, 1997. This increase is related to the increase in the Company's lease fleet
and the acquisition of additional equipment at the Company's various locations.

The Company posted a net income of $723,000, or $0.11 per share for the
six months ended June 30, 1997 compared to net income before extraordinary item
of $209,000 or $0.03 per share during the prior year. This increase is primarily
a result of increased revenues and the higher profit margins on sales partially
offset by higher administrative costs. The Company's effective tax rate remained
unchanged at 44.0%. During the quarter ended March 31, 1996, the Company prepaid
certain debt and capital leases in connection with entering into the Senior
Credit Agreement. The Company recognized an extraordinary charge to earnings of
$410,000 or $.06 per share, net of the benefit for income taxes, as a result of
this early extinguishment of debt.

Fiscal 1996 Compared to Fiscal 1995

Revenues for the year ended December 31, 1996 increased to $42,210,000
from $39,905,000 during 1995. Revenues during 1995 included $3,645,000 of
container sale revenue recorded under sale-leaseback transactions. The revenue
from sale-leaseback transactions was offset by an equal cost of container sales
and did not produce any gross margin. The Company did not enter into
sale-leaseback transactions during 1996. Excluding the effect of these
sale-leaseback transactions, revenues increased by 16.4% from 1995 to 1996,
primarily the result of increases in both sales and leasing revenues generated
from existing branch locations and the sale of certain used modular buildings
that had been previously leased. The Texas operations, which commenced in late
1994, sustained growth and contributed 8.5% to the Company's container sale
revenues and 15.8% to its leasing revenues during 1996 as compared to 7.0% and
9.6%, respectively, in 1995. The dealer and telecommunication shelter division
contributed 25.5% and 4.1%, respectively, of the sales revenues in 1996 as
compared to 27.2% and 5.8%, respectively, in 1995. Revenues
26
<PAGE>
related to container and modular building sales and leasing activities increased
14.5% and 11.7%, respectively, from the prior year, exclusive of container sale
revenue recorded under sale-leaseback transactions.

Excluding the effect of sale-leaseback transactions, cost of container
and modular building sales as a percentage of container and modular building
sales increased to 84.4% compared to 74.8% for the prior year. This increase is
attributable to the mix of products sold, a shortage in supply of used
containers, which caused an increase in the acquisition cost of these
containers, in addition to an increase in sales of manufactured new containers
which typically result in lower margins to the Company, and a refinement in the
Company's allocation of certain indirect manufacturing costs.

Excluding the effect of sale-leaseback transactions, leasing, selling
and general expenses were 36.3% of total revenue in 1996, compared to 41.8% in
1995. The decrease primarily results from the continued efficiencies obtained by
the Company's Texas operations, which were in their start-up phase during 1995,
and to the Company passing certain property tax expenses on to customers.

The Company recorded a restructuring charge of $700,000, or 1.7% of
total revenue in 1996. There was no similar charge in 1995. The Company
previously was involved in the manufacture, sale and leasing of modular steel
buildings in the State of Arizona. These buildings were used primarily as
portable schools, but could be used for a variety of purposes. Although the
Company believes its modular buildings were superior to the wood-framed
buildings offered by its competitors, the Company was not able to generate
acceptable margins on this product line, and implemented a strategic
restructuring program designed to concentrate management effort and resources
and better position itself to achieve its strategic growth objectives. As a
result of this program, the 1996 fiscal year results includes the restructuring
charge which was comprised of the write-down of assets used in the Company's
discontinued modular building operations and related severance obligations of
$300,000, and the write-down of other fixed assets of $400,000.

Income from operations was $4,527,000 in 1996 compared to $4,345,000 in
1995. Excluding the restructuring charge, income from operations would have been
12.4% of total revenue in 1996 as compared to 12.0% in 1995.

Interest expense increased to $3,894,000 in 1996 compared to $3,212,000
in 1995. This increase in interest expense was primarily the result of an
increase in the average balance of debt outstanding of 51.4% compared to 1995
(incurred in order to finance the substantial increase in the Company's
equipment and container lease fleet), along with the related amortization of
debt issuance costs, partially offset by a decrease of 3.0% in the Company's
weighted average borrowing rate resulting from lower interest rates under the
Senior Credit Agreement.

Depreciation and amortization increased to 4.1% of revenues in 1996,
from 3.3% in 1995, and is directly related to the expansion of the Company's
manufacturing facility along with the substantial growth in the Company's lease
fleet and additional support equipment at the Company's sales and leasing
locations.

The Company had income before extraordinary item of $481,000, or $.07
per share in 1996, compared to net income of $777,000, or $.16 per share in 1995
before the effect of dividends on the Company's Series A Convertible Preferred
Stock of $(.25) per share (see note 10 of Notes to Consolidated Financial
Statements). This decrease primarily resulted from the $700,000 restructuring
charge recorded by the Company in the fourth quarter of 1996 discussed above.
Excluding this charge, 1996 earnings before extraordinary item were
approximately $873,000, or $.13 per share. The weighted average common shares
outstanding at the end of 1996 increased by 34% from the prior year due to the
issuance of additional common stock in 1996 pursuant to the conversion of the
Series A Convertible Preferred Stock, issued during the fourth quarter of 1995,
which was converted to common stock in 1996.

The Company prepaid approximately $14.1 million of debt and capital
leases in connection with entering into the Senior Credit Agreement in March
1996. As a result of this early extinguishment of debt, the Company recognized
an extraordinary charge to earnings of $410,000, or $.06 per share, net of the
benefit for income taxes. The Company also incurred financing costs of
$2,000,000 in connection with the Senior Credit Agreement, which have been
deferred and are being amortized over the term of the Senior Credit Agreement.
27
<PAGE>
Fiscal 1995 Compared to Fiscal 1994

Revenues for the year ended December 31, 1995 increased to $39,905,000
from $28,182,000 in 1994. This 41.6% increase was primarily the result of
increases in both sales and leasing revenues generated from the new branch
locations in Texas, coupled with increased demand for the Company's products at
its existing locations. The Texas operation contributed 7.0% to the Company's
container sale revenues and 9.6% to its leasing revenues. Additionally, the
telecommunication shelter division comprised 5.8% of sales revenues. Revenues
related to container and modular building sales and leasing activities increased
31.3% and 70.2%, respectively, from the prior year. Additional revenues,
primarily related to delivery operations, increased 35.6% from 1994 levels.

Cost of sales increased to 78.7% of sales and leasing revenues from
75.2% of sales and leasing revenues in 1994. The increase was primarily
attributable to the modular division which contracted for the construction of
more sophisticated units requiring substantially more interior build-out than in
previous years and the start up of the new telecommunication shelter division,
which generated lower profit margins during the start-up phase.

Leasing, selling and general expenses were 38.0% of total revenues in
1995, which approximated their 1994 level of 38.5% of total revenues. The
Company's new branch locations incurred higher administrative and advertising
costs than in 1994, which were offset by the increased revenues from the
existing locations where a large portion of the leasing, selling and general
expenses are fixed or semi-variable. Depreciation and amortization expense
increased to $1,318,000 from $625,000 in 1994 as a result of the increase in the
container lease fleet and the increase in support equipment required for the
delivery operations and manufacturing facilities.

Interest expense increased to $3,212,000 in 1995 compared to $1,274,000
in 1994. The Company utilized its line of credit availability more extensively
in 1995, and also increased borrowings during the year to finance the
substantial growth in its container lease fleet. The average outstanding balance
on the line of credit was approximately $4.2 million and $1.1 million for 1995
and 1994, respectively.

Net income for fiscal 1995 was $777,000, or $.16 per share before the
effect of the dividend on the Company's Series A Convertible Preferred Stock
compared to $956,000, or $.21 per share for 1994. The effective tax rate was
44.0% for both years. Earnings (loss) available to common shareholders was
$(.09) per share after the effect of dividends on the Company's Series A
Convertible Preferred Stock for 1995. The weighted average number of common and
common equivalent shares outstanding increased to 5,004,817 in 1995 compared to
4,496,904 in 1994. This increase was a result of the shares issued in the
Company's initial public offering in 1994 being outstanding for the entire year
in 1995 and a private placement of 50,000 shares of Series A Convertible
Preferred Stock in 1995. In connection with the issuance of the Series A
Convertible Preferred Stock, the Company recorded a preferred stock dividend of
$1,250,000 at December 31, 1995 in accordance with the accounting treatment
announced by the staff of the SEC at the March 13, 1997 meeting of the EITF, as
the Series A Convertible Preferred Stock had "beneficial conversion" features
which permitted the holders to convert their holdings to common shares at a
fixed discount off of the market price of the common shares when converted. The
effect of the dividend resulted in a decrease in earnings per share applicable
to common shareholders of $.25. See note 10 of Notes to Consolidated Financial
Statements.
28
<PAGE>
Quarterly Results of Operations

The following table reflects certain selected unaudited quarterly
operating results of the Company for each of the ten quarters through the
quarter ended June 30, 1997. The Company believes that all necessary adjustments
have been included to present fairly the quarterly information when read in
conjunction with the Consolidated Financial Statements included elsewhere
herein. The operating results for any quarter are not necessarily indicative of
the results for any future period.

QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
1995 1996 1997
------------------------------------- -------------------------------------- ------------------
Mar 31 June 30 Sept 30 Dec 31 Mar 31 June 30 Sept 30 Dec 31 Mar 31 June 30
------ ------- ------- ------ ------ ------- ------- ------ ------ -------
(dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Container and modular
building sales ....... $ 5,448 $ 6,313 $ 7,555 $ 4,948 $ 4,916 $ 5,746 $ 6,376 $ 6,581 $ 4,543 $ 6,197
Leasing ................. 2,521 2,959 3,259 3,475 3,171 3,171 3,433 3,863 3,899 4,106
Other ................... 706 1,118 702 901 770 1,344 1,348 1,491 1,207 1,891
------- ------- ------- -------- -------- ------- -------- -------- -------- --------
8,675 10,390 11,516 9,324 8,857 10,261 11,157 11,935 9,649 12,194
Costs and expenses:
Cost of container and
modular building sales 4,347 4,887 5,949 3,924 3,926 5,120 5,380 5,500 3,446 4,564
Leasing, selling and
general expenses ..... 3,466 4,141 3,942 3,625 3,874 3,215 3,680 4,575 4,281 5,011
Depreciation and
amortization ......... 238 312 359 409 368 380 452 513 472 530
Restructuring charge .... -- -- -- -- -- -- -- 700 -- --
------- ------- ------- -------- -------- ------- -------- -------- -------- --------
Income from operations .... 624 1,050 1,266 1,366 689 1,546 1,645 647 1,450 2,089
Other income (expense):
Interest income ......... 115 7 73 98 56 31 23 115 -- --
Interest expense ........ (650) (723) (846) (993) (948) (1,001) (974) (971) (1,090) (1,159)
------- ------- ------- -------- -------- ------- -------- -------- -------- --------
Income (loss)before
provision for income tax
(benefit) and
extraordinary item ...... 89 334 493 471 (203) 576 694 (209) 360 930
Provision for (benefit of)
income taxes ............ 39 147 217 207 (89) 253 305 (92) 158 409
------- ------- ------- -------- -------- ------- -------- -------- -------- --------
Income (loss) before
extraordinary item ...... 50 187 276 264 (114) 323 389 (117) 202 521
Extraordinary item ........ -- -- -- -- (410) -- --
------- ------- ------- -------- -------- ------- -------- -------- -------- --------
Net income (loss) ......... 50 187 276 264 (524) 323 389 (117) 202 521
Preferred stock dividend .. -- -- -- 1,250 -- -- -- -- -- --
------- ------- ------- -------- -------- ------- -------- -------- -------- --------
Net income (loss)
available to common
shareholders ............ $ 50 $ 187 $ 276 $ (986) $ (524) $ 323 $ 389 $ (117) $ 202 $ 521
======= ======= ======= ======== ======== ======= ======== ======== ======== ========
Earnings (loss) per
common and common
equivalent share: .......
Income (loss) available
to common
shareholders before
extraordinary item ... $ 0.01 $ 0.04 $ 0.06 $ (0.20) $ (0.02) $ 0.05 $ 0.06 $ (0.02) $ 0.03 $ 0.08
Extraordinary item ........ -- -- -- -- (0.06) -- -- -- -- --
------- ------- ------- -------- -------- ------- -------- -------- -------- --------
Net income (loss)
available to common
shareholders ............ $ 0.01 $ 0.04 $ 0.06 $ (0.20) $ (0.08) $ 0.05 $ 0.06 $ (0.02) $ 0.03 $ 0.08
======= ======= ======= ======== ======== ======= ======== ======== ======== ========
</TABLE>

Quarterly results can be affected by a number of factors, including the
timing of orders, customer delivery requirements, production delays,
inefficiencies, the mix of product sales and leases, raw material availability
and general economic conditions.
29
<PAGE>
Seasonality

There is little seasonality inherent in the Company's operations.
However, sales of custom built units can be dependent on the purchasers' timing
needs to place the units into service. In addition, demand for off-site
container leases is stronger from September through December due to increased
needs for storing inventory for the holiday season by the Company's retail
customers. Containers used by these customers are often returned early in the
following year, causing a lower than normal occupancy rate for the Company
during the first quarter. The occupancy levels have historically ranged from a
low of 82% to a high of 95%. These seasonal fluctuations created a marginal
decrease in cash flow for each of the first quarters during the past several
years. On-site storage is not as subject to seasonal fluctuation, and the
Company anticipates that as on-site storage becomes a larger percentage of its
storage operations, the Company will experience less seasonality.

Liquidity and Capital Resources

Due to the capital-intensive nature of its business, the Company
required increased amounts of financing to support the growth of its business
during the last several years. This financing has been required primarily to
fund the acquisition and manufacture of containers for the Company's lease
fleet, to fund the acquisition of property, plant and equipment and to support
the Company's container leasing and manufacturing operations. The Company
continues to require increasing amounts of financing to sustain the growth of
its business. In order to improve its cash flow, increase its borrowing
availability and fund continued growth of its container fleet, in March 1996 the
Company entered into the Senior Credit Agreement. Under the terms of the Senior
Credit Agreement as amended to the date of this Prospectus, the lenders provide
the Company with a $40.0 million revolving line of credit. Borrowings under the
Senior Credit Agreement are secured by substantially all of the Company's
assets.

Available borrowings under the revolving line of credit portion of the
Senior Credit Agreement are based upon the level of the Company's inventories,
receivables and container lease fleet. The container lease fleet is appraised at
least annually for purposes of the Senior Credit Agreement, and up to 90% of the
lesser of cost or appraised orderly liquidation value may be included in the
borrowing base. Interest accrues at the Company's option at either prime plus
1.5% or the Eurodollar rate plus 3% and is payable monthly or at the end of the
term of any Eurodollar borrowing period. The term of this line of credit is
three years, with a one-year extension option. As of December 31, 1996 and June
30, 1997, $26.4 million and $33.8 million, respectively, of borrowings were
outstanding under the line of credit and approximately $0.9 million and $1.2
million respectively, of additional borrowing was available under the line of
credit. On July 31, 1997, the Company sold $3.0 million of bridge notes (the
"Bridge Notes") in a private placement, and the maximum borrowing availability
under the Credit Agreement was increased from $35.0 million to $40.0 million.
The net proceeds of the sale of the Bridge Notes were used to repay a portion of
outstanding borrowings under the line of credit. The Bridge Notes were repaid
with a portion of the proceeds of the Company's issuance of $6.9 million of 12%
Senior Subordinated Notes in a public offering completed in October 1997. At
October 20, 1997, approximately $7.5 million of additional borrowings were
available under the line of credit.

The Senior Credit Agreement also provided for a $6.0 million term loan,
which has been fully drawn and which amounted to $4.9 million at August 1, 1997.
Borrowings under the Senior Credit Agreement term loan are to be repaid over a
five-year period ending in March 2001. Interest accrues on the term loan at the
Company's option at either prime plus 1.75% or the Eurodollar rate plus 3.25%.
Borrowings under the term loan are payable monthly as follows (plus interest):

Months 1 through 12 (April 1996 - March 1997) ....... $ 62,500
Months 13 through 24 (April 1997 - March 1998) ....... 83,333
Months 25 through 60 (April 1998 - March 2001) ....... 118,056

Additional principal payments equal to 75% of Excess Cash Flow, as defined in
the term loan documents, are required annually. To date, no additional principal
payments have been required. The term loan borrowings were used by the Company
to refinance and consolidate existing term indebtedness and capital leases.
30
<PAGE>
The Senior Credit Agreement contains several financial covenants
including a minimum tangible net worth requirement, a minimum fixed charge
coverage ratio, a maximum ratio of debt-to-equity, minimum operating income
levels and minimum required utilization rates. In addition, the Senior Credit
Agreement contains limits on capital expenditures, acquisitions, change in
control, the incurrence of additional debt, and the repurchase of common stock,
and prohibits the payment of dividends. The Company has been in compliance with
such financial covenants at all determination dates.

In connection with the closing of the Senior Credit Agreement in March
1996, the Company terminated its line of credit with its previous lender,
repaying all indebtedness under that line. In addition, the Company repaid other
long-term debt and obligations under capital leases totaling $14.1 million.

During 1996, the Company's operations provided cash flow of $1.4
million compared to utilizing $166,000 in 1995. The improvement in cash flow
primarily resulted from the improved financing terms under the Senior Credit
Agreement which permitted a reduction of accounts payable, partially offset by
an increase in accrued liabilities and an increase in receivables. During the
six months ended June 30, 1997, the Company utilized cash from operations of
$491,000. Cash was invested in higher inventory levels and higher outstanding
receivables which were partially offset by an increase in accounts payable,
accrued liabilities and deferred taxes.

During 1996, the Company invested $10.7 million in equipment and the
container lease fleet. This amount is net of $2.7 million in related sales and
financing. The Company invested $6.1 million in its container lease fleet and
other equipment during the six months ended June 30, 1997. This amount is net of
$1.0 million in sales of containers from the lease fleet.

Cash flow from financing activities totaled $8.7 million during 1996.
This was the result of increased borrowings to finance container lease fleet and
equipment acquisitions and the restructuring of the Company's debt under the
Senior Credit Agreement, partially offset by the principal payments on
indebtedness and an increase in other assets associated with deferred financing
costs incurred in connection with the closing of the Senior Credit Agreement.
Cash flow from financing activities provided $6.3 million for the six months
ended June 30, 1997. This financing was utilized to fund the increase in the
lease fleet and related equipment and was partially offset by principal payments
on long-term debt and capitalized leases.

The Company believes that its current capitalization, together with
borrowings available under the Senior Credit Agreement, is sufficient to
maintain its current level of operations and permit controlled growth,
consistent with the Company's growth rate since January 1, 1996, during the next
12 months. However, should demand for the Company's products materially exceed
the Company's current expectations, or should the Company expand its operations
to several additional cities, the Company would be required to secure additional
financing through debt or equity offerings, additional borrowings, or a
combination of these sources to meet such demand. The Company has neither sought
nor received commitments from any sources for such financing and there can be no
assurance that such financing, if needed, will be available to the Company or
could be obtained on terms acceptable to the Company.

31
<PAGE>
MANAGEMENT

Directors and Executive Officers

The following table sets forth information concerning each of the
directors and executive officers of the Company:

Name Age Positions
---- --- ---------

<S> <C> <C>
Richard E. Bunger ........ 60 Chairman of the Board of Directors and Director of Product
Research and Market Development
Steven G. Bunger ......... 36 President, Chief Executive Officer and Director
Lawrence Trachtenberg .... 41 Executive Vice President, Chief Financial Officer and Director
George E. Berkner ........ 63 Director
Ronald J. Marusiak ....... 49 Director
Burton K. Kennedy Jr. .... 50 Senior Vice President of Sales and Marketing

</TABLE>

Richard E. Bunger has served as the Chairman of the Board and a
Director since the Company's inception in 1983. He also served as the Company's
Chief Executive Officer and President from inception through April 1997. Since
April 1997, Mr. Bunger has served as the Company's Director of Product Research
and Market Development. Mr. Bunger has been awarded approximately 70 patents,
many related to portable storage technology. For a period of approximately 25
years prior to founding the Company, Mr. Bunger owned and operated Corral
Industries Incorporated, a worldwide designer/builder of integrated animal
production facilities, and a designer/builder of mini storage facilities.

Steven G. Bunger has served as Chief Executive Officer, President and a
Director since April 1997. Prior to April 1997, Mr. Bunger served as the
Company's Chief Operating Officer and was responsible for overseeing all of the
Company's operations and sales activities with overall responsibility for
advertising, marketing and pricing. Mr. Bunger graduated from Arizona State
University in 1986 with a B.A.-Business Administration. He is the son of Richard
E. Bunger.

Lawrence Trachtenberg has served as its Executive Vice President and
Chief Financial Officer, General Counsel, Secretary, Treasurer and a Director
since December 1995. Mr. Trachtenberg is primarily responsible for all
accounting, banking and related financial matters for the Company. Mr.
Trachtenberg is admitted to practice law in the States of Arizona and New York
and is a Certified Public Accountant in New York. Prior to joining the Company,
Mr. Trachtenberg served as Vice President and General Counsel at Express America
Mortgage Corporation, a mortgage banking company, from February 1994 through
September 1995 and as Vice President and Chief Financial Officer of Pacific
International Services Corporation, a corporation engaged in car rentals and
sales, from March 1990 through January 1994. Mr. Trachtenberg received his Juris
Doctorate from Harvard Law School in 1981 and his B.A. - Accounting/Economics
from Queens College City University of New York in 1977.

George E. Berkner has served as a Director since December, 1993. From
August 1992 to present, Mr. Berkner has served as Vice President of AdGraphics,
Inc., a computer graphics company. From May 1990 to August 1992, Mr. Berkner was
a private investor. From February 1972 until May 1990, Mr. Berkner was the
President and Chief Executive Officer of Gila River Products, a plastics
manufacturer with 155 employees. Mr. Berkner graduated from St. Johns University
with a B.A.-Economics/Business in 1956.

Ronald J. Marusiak has served as a Director since February 1996. From
January 1988 to present, Mr. Marusiak has been the Division President of
Micro-Tronics, Inc., a corporation engaged in precision machining and tool and
die building for companies throughout the United States. Mr. Marusiak is the
co-owner of R2B2 Systems, Inc., a computer hardware and software company. Mr.
Marusiak received a Masters of Science in Management from LaVerne University in
1979 and graduated from the United States Air Force Academy in 1971.

Burton K. Kennedy Jr. has served as Senior Vice President of Sales and
Marketing since July 1996, and served with the Company's predecessor from March
1986 until September 1991. Mr. Kennedy has the
32
<PAGE>
overall responsibility for all branch lease and sale operations and also directs
the acquisition of container inventory. From September 1993 through June 1996,
Mr. Kennedy served in various executive positions with National Security
Containers, a division of Cavco, Inc. From April 1992 through August 1993 he was
a working partner in American Bonsai.

Executive Compensation

In 1997, the Company changed the method by which its executive officers
are compensated, by increasing base salary and terminating annual bonuses based
upon a percentage of gross profit. The 1997 annual base salaries of Mr. Richard
Bunger is $175,000, of Mr. Steven Bunger is $175,000, and Mr. Trachtenberg is
$150,000. Executive officers also participate in the Company's incentive
compensation programs, and any incentive compensation amounts and bonuses paid
are determined by the Company's Board of Directors based upon the Company's
operating results.

The following table sets forth certain compensation paid or accrued by
the Company during the fiscal year ended December 31, 1996 to the Chief
Executive Officer ("CEO") and executive officers of the Company whose salary and
bonus exceeded $100,000 (collectively with the CEO, the "Named Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-
Term
Compen-
Annual Compensation sation
--------------------------------------------- ----------
Other Securities All
Name and Fiscal Annual Underlying Other
Principal Position Year Salary Bonus Compensation Options Compensation
------------------ ------ -------- -------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Bunger, ........... 1996 $100,000 $107,873 -- -- $20,999(2)
Chief Executive Officer(1) 1995 104,167 77,808 -- -- 20,358(2)
1994 125,000 -- -- 75,000 18,238(2)

Steven G. Bunger, ............ 1996 50,000 95,887 -- 25,000 5,000(3)
Chief Operating Officer, 1995 42,500 94,128 -- 50,000 4,375(3)
Executive Vice President(1) 1994 20,000 103,988 -- -- --

Lawrence Trachtenberg, ....... 1996 50,000 95,887 -- 25,000 5,000(3)
Chief Financial Officer, 1995 -- -- -- 50,000 --
Executive Vice President 1994 -- -- -- -- --
</TABLE>

- ---------------------------
(1) The Named Officers served in these capacities through fiscal year ended
1996. In April 1997, Steven G. Bunger succeeded Mr. Richard E. Bunger
as the Company's Chief Executive Officer and President.

(2) The Company provides Mr. Bunger with the use of a Company-owned vehicle
and a $2 million life insurance policy. The amount shown represents the
Company's estimate of costs borne by it in connection with the vehicle,
including fuel, maintenance, license fees and other operating costs
($4,100 for such year) and the life insurance premiums paid by the
Company.

(3) Mr. Trachtenberg and Mr. Steven Bunger are each paid $5,000 per year in
consideration of their respective non-compete agreements. Mr. Bunger
entered into such agreement after the commencement of the 1995 fiscal
year.
33
<PAGE>
Option Grants

The following table sets forth certain information regarding individual
grants of stock options to the Named Officers in 1996.

OPTION GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
---------------------------------------------------------- Annual Rates of
Number of Stock Price
Securities Percent of Total Appreciation for
Underlying Options Granted Exercise or Option Term (1)
Options to Employees in Base Price Expiration --------------------
Name Granted Fiscal Year ($/Sh) Date 5%($) 10%($)
---- ----------- ---------------- ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Bunger ... -- -- -- -- -- --
Steven G. Bunger .... 25,000 25% $3.85 April 2001 $26,592 $ 58,762
Lawrence Trachtenberg 25,000 25% $3.50 April 2006 $55,028 $139,452
</TABLE>
- ------------------------

(1) This disclosure is provided pursuant to Item 402(c) of Regulation S-K
and assumes that the actual stock price appreciation over the maximum
remaining option terms (10 and 5 years for Mr. Trachtenberg's and Mr.
Bunger's options, respectively) will be at the assumed 5% and 10%
levels.

During 1997, each Named Officer was granted options to purchase 40,000
shares of Common Stock under the Company's employee stock option plan. Such
options are subject to vesting, and are exercisable (when vested) at $3.25 to
$4.50 per share, which was equal to the fair market value of the Common Stock on
the dates of grant. The options expire on the tenth anniversary of the grant
date.

Option Exercises and Values

The following table sets forth certain information regarding the
exercise and values of options held by the Named Officers as of December 31,
1996.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at December 31, December 1996(1)
Acquired on Value 1996 Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
---- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Richard E. Bunger ......... -- -- 45,000/30,000 $0/$0
Steven G. Bunger .......... -- -- 25,000/50,000 0/0
Lawrence Trachtenberg ..... -- -- 25,000/50,000 0/0
</TABLE>

- ---------------------------

(1) All the exercisable options were exercisable at a price greater than
the last reported sale price of the Common Stock ($3.125) on the Nasdaq
National Market on December 31, 1996.

Employment Agreements

Although the Company has not entered into any long-term employment
contracts with any of its employees, the Company has entered into numerous
agreements with key employees which are terminable at will, with or without
cause, including agreements with Lawrence Trachtenberg and Steven G. Bunger.
Each of these agreements contains a covenant not to compete for a period of two
years after termination of employment and a covenant not to disclose
confidential information of a proprietary nature to third parties.

Compensation of Directors

The Company's directors (other than officers of the Company) received
cash compensation for service on the Board of Directors and committees thereof
in the amount of $500 per quarterly meeting.
34
<PAGE>

Mr. Berkner and Mr. Marusiak each have the right to receive options to acquire
3,000 shares of Common Stock on each August 1 while serving as members of the
compensation committee of the Board of Directors, up to a maximum of 15,000
options per person. At the Company's 1997 annual meeting, stockholders will be
asked to approve an amendment which increases to 7,500 the number of shares
awarded annually to outside directors, and eliminates the maximum on the number
of such shares which may be granted.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective December 31, 1993, Richard E. Bunger, an executive officer,
director and founder of the Company, contributed substantially all of the assets
and liabilities of MMSS and the stock of DDS to the Company in exchange for
2,700,000 shares of Common Stock and the assumption of certain liabilities by
the Company. Such liabilities include liabilities associated with the MMSS
assets and operations and certain income tax liabilities of Mr. Bunger and an
affiliate arising from the MMSS operations occurring prior to January 1, 1994.
Such income tax liabilities were estimated at $428,000. Deferred income tax
liabilities associated with the assets contributed, established at $2,393,000,
were also required to be recognized by the Company in connection with such
capitalization. The Company will indemnify and defend Mr. Bunger against loss or
expense related to all liabilities assumed by the Company and for any contingent
liabilities arising from past operations. Prior to the capitalization of the
Company, Mr. Bunger personally guaranteed the Company's lines of credit and
other material debts. These obligations have subsequently been extinguished by
payment of the debts by the Company.

The Company leases certain of its business locations from affiliates of
Mr. Bunger, including his children. The Company entered into an agreement,
effective January 1, 1994, to lease a portion of the property comprising its
Phoenix location and the property comprising its Tucson location from Richard E.
Bunger's five children. Total annual base lease payments under these leases
currently equal $66,000, with annual adjustment based on the consumer price
index. Lease payments in fiscal year 1996 equaled $69,702. The term of each of
these leases will expire on December 31, 2003. Prior to 1994, these properties
were leased by the Company's predecessor at annual rental payments equaling
$14,000. Additionally, the Company entered into an agreement effective January
1, 1994 to lease its Rialto facility from a corporation wholly owned by Richard
E. Bunger for total annual base lease payments of $204,000 with annual
adjustments based on the consumer price index. This lease agreement was extended
for an additional five years during 1996. Lease payments in fiscal year 1996
equaled $215,442. Prior to 1994, the Rialto site was leased to the Company's
predecessor at an annual rate of $132,000. Management believes the increase in
rental rates reflect the fair market rental value of these properties. Prior to
the effectiveness of the written leases, the terms were approved by the
Company's independent and disinterested directors.

In March 1994 the Company's manufacturing facility in Maricopa, Arizona
needed additional acreage to expand its manufacturing capabilities and began
using approximately 22 acres of property owned by Richard E. Bunger. The Company
leased this property from Mr. Bunger with annual payments of $40,000 with an
annual adjustment based on the Consumer Price Index. The Company purchased the
property from Mr. Bunger on March 29, 1996 for a purchase price of $335,000,
which management believes reflects the fair market value of the property.
35
<PAGE>

WARRANTHOLDERS

The 1,067,500 Warrant Shares offered hereby are issuable upon exercise
of the Public Warrants which were issued in the Company's Initial Public
Offering in 1994 and which are currently publicly traded on Nasdaq.

PLAN OF DISTRIBUTION

The Warrant Shares issuable upon exercise of the Public Warrants may be
distributed if, as and when such Public Warrants are exercised by the holders
thereof. The Company may solicit the exercise of the Public Warrants at any time
by reducing the exercise price of the Public Warrants. As of the date of this
Prospectus, the Company does not have the right to call the Public Warrants
because the Common Stock has not traded at or above $7.00 for at least 20
consecutive trading days.

The Company may engage one or more broker-dealers to solicit the
exercise of Public Warrants in compliance with the provisions of Regulation M
promulgated under the Exchange Act. The Company anticipates that it would pay
any such broker-dealer a fee of between 1% and 5% of the exercise price of the
Public Warrants solicited for exercise which are exercised.

The Warrant Shares offered hereby may be sold from time to time to
purchasers directly by the Warrantholders or by pledgees, donees, transferees or
other successors in interest, or in negotiated transactions and on Nasdaq
through brokers or dealers, or otherwise. Such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Warrantholders for whom such broker-dealers may act as agents or to whom they
sell as principal, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.

Alternatively, the Warrantholders may from time to time offer the
Warrant Shares offered hereby through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Warrantholders and/or the purchasers of Warrant Shares for
whom they may act as agents.

The Warrantholders and any underwriters, dealers or agents that
participate in the distribution of Warrant Shares offered hereby may be deemed
to be underwriters, and any profit on the sale of such Warrant Shares by them
and any discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of Warrant Shares is
made, to the extent required, a post-effective amendment to this Registration
Statement will be filed with the Commission which will set forth the aggregate
amount of Warrant Shares being offered and the terms of the offering, including
the name or names of any underwriters, dealers or agents, and discounts,
commissions and other items constituting compensation from the Warrantholders
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers.

The Warrant Shares offered hereby may be sold from time to time in one
or more transactions at market prices prevailing at the time of sale, at a fixed
offering price, which may be changed, at varying prices determined at the time
of sale or at negotiated prices. The Warrantholders will pay the commissions and
discounts of underwriters, dealers or agents, if any, incurred in connection
with the sale of the Warrant Shares.

The Company will not receive any proceeds from the sale of the Warrant
Shares issuable upon exercise of the Public Warrants. On the assumption that all
of the Public Warrants are exercised, the maximum net proceeds which the Company
would receive from such exercise, after deduction of expenses of this Offering,
would be approximately $5.3 million. See "Use of Proceeds." There can be no
assurance that any of the Public Warrants will be exercised.

DESCRIPTION OF THE PUBLIC WARRANTS

The Company issued the Public Warrants in connection with its 1994
initial public offering. Each Public Warrant entitles the holder thereof to
purchase one share of Common Stock, at $5.00 per share. The number of shares and
the exercise price are subject to adjustment upon the occurrence of certain
specified events. As of the date of this Prospectus, no such adjustment has been
required or made. The Public Warrants expire on February 17, 1998. The Company
has the right to redeem the Public Warrants at $.01 per share of Common Stock
subject to the Public Warrants at any time after the closing price of the Common
Stock has been $7.00 or more for at least 20 consecutive trading days. An
aggregate of 1,067,500 shares of Common Stock was issuable upon exercise of all
of the Public Warrants. The Public Warrants are quoted on the Nasdaq SmallCap
Market under the symbol "MINIW."

The Company issued to the underwriters of its initial public offering
unit warrants to purchase units comprised of an aggregate of 187,500 shares of
Common Stock and warrants to purchase an additional aggregate of 93,750 shares
of Common Stock. The unit warrants are exercisable at $12.00 per unit (each unit
being comprised of two shares of Common Stock and a warrant to purchase one
share of Common Stock), and the warrants included within the units are
exercisable at $5.00 per share of Common Stock. The warrants to purchase the
units, and the warrants included therein, expire on February 17, 1998. None of
such warrants are covered by this Prospectus.

DESCRIPTION OF COMMON STOCK AND OTHER SECURITIES

General

The Company's Certificate of Incorporation authorizes the issuance of
22,000,000 shares, consisting of 17,000,000 shares of Common Stock and 5,000,000
shares of preferred stock, par value $.01 per share. As of October 20, 1997, the
Company had 6,799,324 shares of Common Stock outstanding and no shares of
preferred stock outstanding. At October 20, 1997, the Company had reserved an
aggregate of 995,250 shares of Common Stock for issuance upon the exercise of
outstanding options, warrants and other rights to acquire shares of Common Stock
(excluding the 1,067,500 shares issuable upon exercise of the Public Warrants).

Common Stock

The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of stockholders of the Company. In addition, such
holders are entitled to receive ratably such dividends,
36
<PAGE>
if any, as may be declared from time to time by the Board of Directors out of
funds legally available therefor. In the event of the dissolution, liquidation
or winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of all liabilities of the Company.
All outstanding shares of Common Stock are fully paid and nonassessable.

The holders of Common Stock do not have any subscription, redemption or
conversion rights, nor do they have any preemptive or other rights to acquire or
subscribe for additional, unissued or treasury shares. Accordingly, if the
Company were to elect to sell additional shares of Common Stock following this
Offering, persons acquiring Common Stock in this Offering would have no right to
purchase additional shares, and as a result, their percentage equity interest in
the Company would be reduced.

Pursuant to the Company's Bylaws, except for any matters which,
pursuant to the Delaware General Corporation Law ("Delaware Law"), require a
greater percentage vote for approval, the holders of one-third of the
outstanding Common Stock, if present in person or by proxy, are sufficient to
constitute a quorum for the transaction of business at meetings of the Company's
stockholders. Holders of shares of Common Stock are entitled to one vote per
share on all matters submitted to the vote of Company stockholders. Except as to
any matters which, pursuant to Delaware Law, require a greater percentage vote
for approval, the affirmative vote of the holders of a majority of the Common
Stock present in person or by proxy at any meeting (provided a quorum as
aforesaid is present thereat) is sufficient to authorize, affirm or ratify any
act or action, including the election of directors.

The holders of Common Stock do not have cumulative voting rights.
Accordingly, the holders of more than half of the outstanding shares of Common
Stock can elect all of the Directors to be elected in any election, if they
choose to do so. In such event, the holders of the remaining shares of Common
Stock would not be able to elect any Directors. The Board is empowered to fill
any vacancies on the Board created by the resignation, death or removal of
Directors.

In addition to voting at duly called meetings at which a quorum is
present in person or by proxy, Delaware Law and the Company's Bylaws provide
that stockholders may take action without the holding of a meeting by written
consent or consents signed by the holders of a majority of the outstanding
shares of the capital stock of the Company entitled to vote thereon. Prompt
notice of the taking of any action without a meeting by less than unanimous
consent of the stockholders will be given to those stockholders who do not
consent in writing to the action. The purposes of this provision are to
facilitate action by stockholders and to reduce the corporate expense associated
with annual and special meetings of stockholders. Pursuant to the rules and
regulations of the Commission, if stockholder action is taken by written
consent, the Company will be required to send to each stockholder entitled to
vote on the matter acted on, but whose consent was not solicited, an information
statement containing information substantially similar to that which would have
been contained in a proxy statement. The Board of Directors intends to place
before the Company's stockholders at the Company's 1997 annual meeting a
proposal that would amend the Company's Bylaws and Certificate of Incorporation
to prohibit shareholder action by written consent.

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of preferred
stock, $.01 par value per share ("Preferred Stock"), 50,000 of which were
designated as Series A Convertible Preferred Stock during December 1995 and
issued for consideration of $100 per share. All of the outstanding shares of the
Series A Convertible Preferred Stock were converted according to their terms
into an aggregate of 1,904,324 shares of Common Stock during the first quarter
of 1996, at which time all such shares of the Series A Convertible Preferred
Stock became authorized but unissued shares of Preferred Stock which may be
reissued.

Under the Company's Certificate of Incorporation, shares of Preferred
Stock may, without any action by the stockholders of the Company, be issued by
the Board of Directors of the Company from time to time in one or more series
for such consideration and with such relative rights, privileges and preferences
as the Board may determine. Accordingly, the Board has the power, without
stockholder approval, to fix the dividend rate and to establish the provisions,
if any, relating to voting rights, redemption rate, sinking
37
<PAGE>
fund, liquidation preferences and conversion rights for any series of Preferred
Stock issued in the future, which could adversely affect the voting power or
other rights of the holders of the Common Stock.

It is not possible to state the actual effect of the authorization of
the Preferred Stock upon the rights of the holders of the Common Stock until the
Board determines the specific rights of the holders of any series of preferred
Stock. The Board's authority to issue Preferred Stock provides a convenient
vehicle in connection with possible acquisitions and other corporate purposes,
but could have the effect of making it more difficult for a person or group to
gain control of the Company. The Company has no present plans to issue any
shares of Preferred Stock.

Classified Board Of Directors And Related Provisions

The Company's Board of Directors has proposed that the Company's
stockholders adopt at the Company's 1997 annual meeting of stockholders
(scheduled to be held on November 12, 1997) an amendment to the Company's
Certificate of Incorporation to provide for a classified board of directors. The
amendment provides that the Board of Directors be divided into three classes,
and that the directors serve staggered terms of three years each. The purpose of
the classified board is to promote conditions of continuity and stability in the
composition of the Board of Directors and in the policies formulated by the
Board of Directors, by insuring that in the ordinary course, at least two-thirds
of the directors will at all times have at least one year's experience as
directors. However, the classified board structure may prevent stockholders who
do not approve of the policies of the Board of Directors from removing a
majority of the Board of Directors at a single annual meeting, because it will
normally take two annual meetings of stockholders to elect a majority of the
Board.

Delaware Anti-Takeover Law

Section 203 of the Delaware Law prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) prior to the date
of the business combination, the transaction is approved by the board of
directors of the corporation, (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or (iii) on or
after such date, the business combination is approved by the board of directors
and by the affirmative vote of at least 66 2/3% of the outstanding voting stock
that is not owned by the interested stockholder. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person, who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock.
38
<PAGE>
Transfer Agent and Public Warrant Agent

The transfer agent for the Common Stock and the Warrant Agent for the
Public Warrants is Harris Trust and Savings Bank.

39
<PAGE>
LEGAL MATTERS

The validity of the Common Stock issuable upon exercise of the Public
Warrants will be passed upon for the Company by Bryan Cave LLP, Phoenix,
Arizona.

EXPERTS

The consolidated financial statements and schedule of the Company and
its subsidiaries as of December 31, 1995 and 1996 and for each of the three
years in the period ended December 31, 1996 included or incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included and
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
40
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy statements and
other information with the SEC. Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the SEC, at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional Offices located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can
be obtained upon written request from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates or on the
World Wide Web through the SEC's Internet address at "http://www.sec.gov."

The Company has filed with the SEC a registration statement on Form S-2
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the rules
and regulations of the SEC. For further information, reference is hereby made to
the Registration Statement. Each statement made in this Prospectus concerning a
document filed as part of the Registration Statement is qualified in its
entirety by reference to such document for a complete statement of its
provisions. Copies of the Registration Statement may be inspected, without
charge, at the offices of the SEC, or obtained at prescribed rates from the
Public Reference Section of the Commission, at the address set forth above, or
on the World Wide Web through the Commission's Internet address at
"http://www.sec.gov."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 1-12804)
pursuant to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and the following amendments thereto:
Amendment No. 1 dated April 29, 1997, Amendment No. 2 dated
June 15, 1997, and Amendment No. 3 dated August 21, 1997;

2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1996,
consisting of the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1997 and June 30, 1997;
and

3. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, dated February 9, 1994, as
amended by Amendment No. 1 dated February 16, 1994.

All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the Offering made hereby shall be deemed
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified shall not
be deemed to constitute a part of this Prospectus except as so modified, and any
statement so superseded shall not be deemed to constitute a part of this
Prospectus.
41
<PAGE>
The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents which are incorporated herein by
reference (other than exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Requests for such copies
should be directed to: Stockholder Relations Department, Mobile Mini, Inc., 1834
West Third Street, Tempe, Arizona 85281, telephone: (602) 894-6311.
42
<PAGE>
INDEX

Report of Independent Public Accountants ................................. F-2

Financial Statements- ....................................................
Consolidated Balance Sheets - December 31, 1996 and 1995 .......... F-3
Consolidated Statements of Operations - For the Years Ended
December 31, 1996, 1995 and 1994 .................................. F-4
Consolidated Statements of Stockholders' Equity - For the Years
Ended December 31, 1996, 1995 and 1994 ............................ F-5
Consolidated Statements of Cash Flows - For the Years Ended
December 31, 1996, 1995 and 1994 .................................. F-6

Notes to Consolidated Financial Statements - December 31, 1996 and 1995 .. F-7

Financial Statements (Unaudited)- ........................................
Consolidated Balance Sheet - June 30, 1997 (unaudited) and
December 31, 1996 ................................................. F-19
Consolidated Statements of Operations - Three Months and Six
Months ended June 30, 1997 and June 30, 1996 (unaudited) .......... F-20
Consolidated Statements of Cash Flows - Six Months ended June 30,
1997 and June 30, 1996 (unaudited) ................................ F-21
Notes to Consolidated Financial Statements ........................ F-22
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mobile Mini, Inc.:

We have audited the accompanying consolidated balance sheets of MOBILE
MINI, INC. (a Delaware corporation) and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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 financial statements referred to above present
fairly, in all material respects, the financial position of Mobile Mini, Inc.
and subsidiaries as of December 31, 1996 and 1995 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

As explained in Note 1 to the consolidated financial statements, the
Company has given retroactive effect to the change in accounting for its
convertible securities having beneficial conversion features.

ARTHUR ANDERSEN LLP

Phoenix, Arizona
March 24, 1997 (except with respect to the
matter discussed in Note 1 - Restatement,
as to which the date is August 7, 1997).
F-2
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995
<TABLE>
<CAPTION>
ASSETS
1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS:

Cash ................................................................ $ 736,543 $ 1,430,651
Receivables, net of allowance for doubtful accounts of $268,000 and
$158,000 at December 31, 1996 and 1995, respectively ............. 4,631,854 4,312,725
Inventories ......................................................... 4,998,382 5,193,222
Prepaid and other ................................................... 742,984 718,574
----------- -----------
Total current assets ......................................... 11,109,763 11,655,172
CONTAINER LEASE FLEET, net of accumulated depreciation of
$1,244,000 and $911,000, respectively ............................... 34,313,193 26,954,936
PROPERTY, PLANT AND EQUIPMENT, net ..................................... 17,696,046 15,472,164
OTHER ASSETS ........................................................... 1,697,199 259,672
----------- -----------
$64,816,201 $54,341,944
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable .................................................... $ 2,557,329 $ 4,265,147
Accrued compensation ................................................ 674,818 238,132
Other accrued liabilities ........................................... 1,517,295 1,334,332
Current portion of long-term debt (Note 4) .......................... 1,378,829 737,181
Current portion of obligations under capital leases (Note 5) ........ 1,352,279 2,488,205
----------- -----------
Total current liabilities .................................... 7,480,550 9,062,997
LINE OF CREDIT (Note 3) ................................................ 26,406,035 4,099,034
LONG-TERM DEBT, less current portion (Note 4) .......................... 5,623,948 8,363,333
OBLIGATIONS UNDER CAPITAL LEASES, less current portion
(Note 5) ............................................................ 5,387,067 12,944,653
DEFERRED INCOME TAXES .................................................. 3,709,500 3,711,985
----------- -----------
Total liabilities ............................................ 48,607,100 38,182,002
----------- -----------

COMMITMENTS AND CONTINGENCIES (Notes 7 and 9)
STOCKHOLDERS' EQUITY (Note 10):
Series A Convertible Preferred Stock, $.01 par value, $100 stated
value, 5,000,000 shares authorized, 0 and 50,000 shares issued and
outstanding at December 31, 1996 and 1995, respectively ........... -- 5,000,000
Common stock, $.01 par value, 17,000,000 shares authorized, 6,739,324
and 4,835,000 shares issued and outstanding at December 31, 1996
and 1995, respectively ............................................ 67,393 48,350
Additional paid-in capital .......................................... 15,588,873 10,628,979
Retained earnings ................................................... 552,835 482,613
----------- -----------
Total stockholders' equity ................................... 16,209,101 16,159,942
----------- -----------
$64,816,201 $54,341,944
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-3
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES:
Container and modular building sales ................ $ 23,618,754 $ 24,264,547 $ 18,480,503
Leasing ............................................. 13,638,635 12,213,888 7,174,585
Delivery, hauling and other ......................... 4,952,705 3,426,767 2,527,146
------------ ------------ ------------
42,210,094 39,905,202 28,182,234
COSTS AND EXPENSES:
Cost of container and modular building sales ........ 19,926,191 19,106,960 13,903,299
Leasing, selling, and general expenses .............. 15,343,210 15,174,159 10,863,068
Depreciation and amortization ....................... 1,713,419 1,317,974 624,754
Restructuring charge (Note 1) ....................... 700,000 -- --
------------ ------------ ------------
INCOME FROM OPERATIONS ................................. 4,527,274 4,306,109 2,791,113

OTHER INCOME (EXPENSE):
Interest income and other ........................... 225,053 292,686 204,007
Interest expense .................................... (3,894,155) (3,211,659) (1,274,204)
------------ ------------ ------------
INCOME BEFORE PROVISION FOR INCOME
TAXES AND EXTRAORDINARY ITEM ........................ 858,172 1,387,136 1,720,916

PROVISION FOR INCOME TAXES ............................. (377,596) (610,341) (765,098)
------------ ------------ ------------
INCOME BEFORE EXTRAORDINARY ITEM ....................... 480,576 776,795 955,818
EXTRAORDINARY ITEM, net of income tax benefit of
$322,421 (Note 3) ................................... (410,354) -- --
------------ ------------ ------------
NET INCOME ............................................. 70,222 776,795 955,818

PREFERRED STOCK DIVIDENDS (Notes 1 and 10) ............. -- 1,250,000 --
------------ ------------ ------------
NET INCOME (LOSS) AVAILABLE TO COMMON
SHAREHOLDERS ........................................ $ 70,222 $ (473,205) $ 955,818
============ ============ ============
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE:
Income (loss) available to common shareholders before
extraordinary item ................................ $ 0.07 $ (0.09) $ 0.21
Extraordinary item .................................. (0.06) -- --
------------ ------------ ------------
Net income (loss) available to common shareholders .. $ 0.01 $ (0.09) $ 0.21
============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING ......................................... 6,737,592 5,004,817 4,496,904
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-4
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1996, 1995, and 1994
<TABLE>
<CAPTION>
Additional Total
Preferred Common Paid-in Retained Stockholders'
Stock Stock Capital Earnings Equity
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>

BALANCE, December 31, 1993 ................... $ -- $ 27,000 $ 3,265,097 $ -- $ 3,292,097
Sale of common stock (Note 10) ............ -- 21,350 7,005,768 -- 7,027,118
Net income ................................ -- -- -- 955,818 955,818
------------ ------------ ------------ ------------ ------------
BALANCE, December 31, 1994 ................... -- 48,350 10,270,865 955,818 11,275,033
Sale of preferred stock (Note 10) ......... 5,000,000 -- (891,886) -- 4,108,114
Preferred stock discount (Note 10) ........ -- -- 1,250,000 -- 1,250,000
Net income ................................ -- -- -- 776,795 776,795
Preferred stock dividend (Note 10) ........ -- -- -- (1,250,000) (1,250,000)
------------ ------------ ------------ ------------ ------------
BALANCE, December 31, 1995 ................... 5,000,000 48,350 10,628,979 482,613 16,159,942
Conversion of preferred stock
(Note 10) ................................. (5,000,000) 19,043 4,959,894 -- (21,063)
Net income ................................ -- -- -- 70,222 70,222
------------ ------------ ------------ ------------ ------------
BALANCE, December 31, 1996 ................... $ -- $ 67,393 $ 15,588,873 $ 552,835 $ 16,209,101
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-5
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................... $ 70,222 $ 776,795 $ 955,818
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Extraordinary loss on early debt extinguishment .......... 410,354 -- --
Amortization of deferred costs on credit agreement ....... 385,473 -- --
Depreciation and amortization ............................ 1,713,419 1,317,974 624,754
Loss (gain) on disposal of property, plant and
equipment .............................................. 3,938 1,763 (399)
Changes in assets and liabilities:
Increase in receivables, net ........................... (319,129) (292,339) (2,255,883)
Decrease (increase) in inventories ..................... 194,840 (1,085,216) (2,681,378)
Increase in prepaid and other .......................... (24,410) (219,109) (112,169)
Decrease (increase) in other assets .................... 45,902 (87,617) (89,495)
(Decrease) increase in accounts payable ................ (1,707,818) (825,657) 3,551,884
(Decrease) increase in accrued liabilities ............. 619,649 (382,147) 618,970
(Decrease) increase in deferred income taxes ........... (2,485) 629,987 688,998
------------ ------------ ------------
Net cash provided by (used in) operating activities 1,389,961 (165,566) 1,301,100

CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of container lease fleet ....................... (7,737,552) (6,752,060) (6,512,209)
Net purchases of property, plant and equipment ............... (3,013,247) (4,025,574) (7,918,913)
------------ ------------ ------------
Net cash used in investing activities ............. (10,750,799) (10,777,634) (14,431,122)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit ......................... 22,307,001 876,804 1,427,208
Proceeds from issuance of long-term debt ..................... 7,127,997 5,855,982 3,290,005
Proceeds from sale-leaseback transactions .................... -- 5,857,235 4,690,350
Payment for deferred financing costs ......................... (1,963,484) -- --
Principal payments and penalties on early debt
extinguishment ............................................ (14,405,879) -- --
Principal payments on long-term debt ......................... (1,334,083) (2,081,883) (1,081,740)
Principal payments on capital lease obligations .............. (3,043,759) (3,089,046) (1,505,677)
Additional paid in capital ................................... (21,063) 4,108,114 7,027,118
------------ ------------ ------------
Net cash provided by financing activities ......... 8,666,730 11,527,206 13,847,264
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH ................................. (694,108) 584,006 717,242
CASH, beginning of year ......................................... 1,430,651 846,645 129,403
------------ ------------ ------------
CASH, end of year ............................................... $ 736,543 $ 1,430,651 $ 846,645
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for interest ....................... $ 3,186,774 $ 2,745,542 $ 1,320,084
============ ============ ============
Cash paid during the year for income taxes ................... $ 59,958 $ 277,600 $ 300,692
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF NONCASH
FINANCING ACTIVITIES:
Capital lease obligations of $548,697, $1,851,336 and $1,413,061 during 1996, 1995, and 1994,
respectively, were incurred in connection with lease agreements for containers and equipment.
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-6
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996

(1) THE COMPANY, ITS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization

Mobile Mini, Inc., a Delaware corporation, designs and manufactures portable
steel storage containers and telecommunications shelters and acquires and
refurbishes ocean-going shipping containers for sale and lease primarily in
Arizona, California and Texas. It also designs and manufactures a variety of
delivery systems to compliment its storage container sales and leasing
activities.

Principles of Consolidation

The consolidated financial statements include the accounts of Mobile Mini, Inc.
and its wholly owned subsidiaries, Delivery Design Systems, Inc. ("DDS") and
Mobile Mini I, Inc. (collectively the "Company"). All material intercompany
transactions have been eliminated.

Management's Plans

The Company has experienced rapid growth during the last several years with
revenues increasing at a 35.0% compounded rate during the last three years. This
growth related to both the opening of additional sales and leasing offices in
California and Texas and to an increase in leasing revenues due to the expansion
of the Company's container lease fleet. Much of this growth was financed with
short-term debt or capital leases, which was not adequate to meet the Company's
growth needs.

As discussed more fully in Note 3, in March 1996, the Company entered into a
$41.0 million credit agreement (the "Senior Credit Agreement") with a group of
lenders. Initial borrowings under the Senior Credit Agreement of $22,592,000
were used to refinance a majority of the Company's outstanding indebtedness with
more favorable terms. The Company intends to use its remaining borrowing
availability, primarily to expand its container lease fleet and related
operations.

The Company believes that its current capitalization together with borrowings
available under the Senior Credit Agreement, is sufficient to maintain the
Company's current level of operations and permit controlled growth. However,
should demand for the Company's products exceed current expectations, the
Company would be required to secure additional financing through debt or equity
offerings, additional borrowings or a combination of these sources. However,
there is no assurance that any such financings will be available or will be
available on terms acceptable to the Company.

The Company's ability to obtain used containers for its lease fleet is subject
in large part to the availability of these containers in the market. This is in
part subject to international trade issues and the demand for containers in the
ocean cargo shipping business. Should there be a shortage in supply of used
containers, the Company could supplement its lease fleet with new manufactured
containers. However, should there be an overabundance of these used containers
available, it is likely that prices would fall. This could result in a reduction
in the lease rates the Company could obtain from its container leasing
operations. It could also cause the appraised orderly liquidation value of the
containers in the lease fleet to decline. In such event, the Company's ability
to finance its business through the Senior Credit Agreement would be severely
limited, as the maximum borrowing limit under that facility is based upon the
appraised orderly liquidation value of the Company's container lease fleet.

The Company previously was involved in the manufacture, sale and leasing of
modular steel buildings in the state of Arizona. These buildings were used
primarily as portable schools, but could be used for a variety of purposes.
Although the Company believes its modular buildings were superior to the
wood-framed buildings offered by its competitors, the Company was not able to
generate acceptable margins on this product line. During 1996, the Company
implemented a strategic restructuring program designed to concentrate management
effort and resources and better position itself to achieve its strategic growth
objectives. As a result of this program, the Company's 1996 results include
charges of $700,000 ($400,000
F-7
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

after tax, or $.06 per share) for costs associated with restructuring the
Company's manufacturing operations and for other related charges. These charges
were recorded in the fourth quarter of 1996, and were comprised of the
write-down of assets used in the Company's discontinued modular building
operations and related severance obligations ($300,000), and the write-down of
other fixed assets ($400,000). By discontinuing its modular building operations,
the Company will be able to utilize the management resources and production
capacity previously utilized by this division to expand the Company's
telecommunications shelter business and its container leasing operations.

Revenue Recognition

The Company recognizes revenue from sales of containers upon delivery. Revenue
generated under container leases is recognized on a straight-line basis over the
term of the related lease.

Revenue under certain contracts for the manufacture of modular buildings is
recognized using the percentage-of-completion method primarily based on contract
costs incurred to date compared with total estimated contract costs. Provision
for estimated losses on uncompleted contracts is made in the period in which
such losses are determined. Costs and estimated earnings less billings on
uncompleted contracts of approximately $141,000 and $112,000 in 1996 and 1995,
respectively, represent amounts received in excess of revenue recognized and are
included in accrued liabilities in the accompanying balance sheet. In 1995,
costs and estimated revenue recognized in excess of amounts billed were included
in receivables.

Revenue for container delivery, pick-up and hauling is recognized as the related
services are provided.

Concentrations of Credit Risk

Financial instruments which potentially expose the Company to concentrations of
credit risk, as defined by Statement of Financial Accounting Standards ("SFAS")
No. 105, consist primarily of trade accounts receivable. The Company's trade
accounts receivable are generally secured by the related container or modular
building sold or leased to the customer.

The Company does not rely on any one customer base. The Company's sales and
leasing customers by major category are presented below as a percentage of units
sold/leased:
1996 1995
--------------- ---------------
Sales Leasing Sales Leasing
----- ------- ----- -------
Retail and wholesale businesses ............. 54% 52% 50% 44%
Homeowners .................................. 5% 17% 6% 22%
Construction ................................ 12% 22% 10% 23%
Institutions ................................ 14% 4% 20% 5%
Government, industrial and other ............ 15% 5% 14% 6%

Inventories

Inventories are stated at the lower of cost or market, with cost being
determined under the specific identification method. Market is the lower of
replacement cost or net realizable value. Inventories at December 31 consisted
of the following:
1996 1995
---------- ----------
Raw materials and supplies ......... $3,547,487 $2,858,181
Work-in-process .................... 288,986 883,814
Finished containers ................ 1,161,909 1,451,227
---------- ----------
$4,998,382 $5,193,222
========== ==========
F-8
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated
depreciation. Depreciation is provided using the straight-line method over the
assets' estimated useful lives. Salvage values are determined when the property
is constructed or acquired and range up to 25%, depending on the nature of the
asset. In the opinion of management, estimated salvage values do not cause
carrying values to exceed net realizable value. Normal repairs and maintenance
to property, plant and equipment are expensed as incurred.

Property, plant and equipment at December 31 consisted of the following:

Estimated
Useful Life
in Years 1996 1995
----------- ----------- -----------
Land ............................ - $ 708,555 $ 328,555
Vehicles and equipment .......... 5 to 10 11,218,281 9,469,092
Buildings and improvements ...... 30 6,958,247 6,363,154
Office fixtures and equipment ... 5 to 20 2,514,812 1,714,312
----------- -----------
21,399,895 17,875,113
Less-Accumulated depreciation ... (3,703,849) (2,402,949)
------------ ------------
$17,696,046 $15,472,164
=========== ===========

Included in property plant and equipment are assets held under capital leases of
$6,304,895 and $21,416,130, and accumulated amortization of $191,892 and
$620,283 at December 31, 1996 and 1995, respectively.

At December 31, 1996 and 1995, substantially all property, plant and equipment
has been pledged as collateral for long-term debt obligations and obligations
under capital lease (see Notes 3, 4 and 5).

Accrued Liabilities

Included in accrued liabilities in the accompanying consolidated balance sheets
are customer deposits and prepayments totaling approximately $412,000 and
$505,000 for the years ended December 31, 1996 and 1995, respectively.

Earnings Per Common and Common Share Equivalent

Earnings per common and common share equivalent is computed by dividing net
income by the weighted average number of common and common equivalent shares
outstanding. Fully diluted and primary earnings per common and common share
equivalent are considered equal for all periods presented.

Fair Value of Financial Instruments

The estimated fair value of financial instruments has been determined by the
Company using available market information and valuation methodologies.
Considerable judgment is required in estimating fair values. Accordingly, the
estimates may not be indicative of the amounts the Company could realize in a
current market exchange.

The carrying amounts of cash, receivables and accounts payable approximate fair
values. The carrying amounts of the Company's borrowing under the line of credit
agreement and long-term debt instruments approximate their fair value. The fair
value of the Company's long-term debt and line of credit is estimated using
discounted cash flow analyses, based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements.
F-9
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

Deferred Financing Costs

Included in other assets are deferred financing costs of $1,659,218 and $172,715
at December 31, 1996 and 1995, respectively. These costs of obtaining long-term
financing are being amortized over the term of the related debt, using the
straight line method. The difference between amortizing the deferred financing
costs using the straight line method and amortizing such costs using the
effective interest method is not material.

Advertising Expense

The Company expenses the costs of advertising the first time the advertising
takes place, except for direct-response advertising, which is capitalized and
amortized over its expected period of future benefits. Advertising expense
totaled $2,341,000 and $2,258,000 in 1996 and 1995, respectively.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

Recently Issued Accounting Standard

Statement of Financial Accounting Standards No. 121 (SFAS No. 121), Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of, was adopted in 1996. The adoption of SFAS No. 121 did not have a material
effect on the Company's financial position or its results of operations.

Restatement

The financial position and results of operations presented in the financial
statements and footnotes for the year ended December 31, 1995, have been
restated to give effect to the accounting treatment announced by the staff of
the Securities and Exchange Commission ("SEC") at the March 13, 1997 meeting of
the Emerging Issues Task Force relevant to the Company's issuance of Series A
Convertible Preferred Stock having "beneficial conversion" features. Such
issuance included conversion features, which permitted the holders to convert
their holdings to common shares at a fixed discount off of the market price of
the common shares when converted.

Under this accounting treatment, the estimated value of the fixed discount (20%
of the closing price at the date of conversion) has been accounted for as
additional paid-in-capital. The difference between the stated value of the
Series A Convertible Preferred Stock and its original carrying value (i.e.,
fixed discount) was accreted through the first possible conversion date,
December 31, 1995, as preferred stock dividends. The restatement gives effect to
the recognition in the calculation of earnings (loss) per share of the accretion
of the fixed discount as preferred stock dividends on the Company's Series A
Convertible Preferred Stock. None of these restatements had any effect on cash
flows of the Company.

(2) CONTAINER LEASE FLEET:

The Company has a container lease fleet consisting of refurbished or constructed
containers and modular buildings that are leased to customers under operating
lease agreements with varying terms. Depreciation is provided using the
straight-line method over the containers' and modular buildings' estimated
useful lives of 20 years with salvage values estimated at 70% of cost. In the
opinion of management, estimated salvage values do not cause carrying values to
exceed net realizable value. At December 31, 1996 and 1995, approximately $6.9
million and $24.9 million, respectively of containers and modular buildings
included in the container lease fleet have been pledged as collateral for
long-term debt
F-10
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

and obligations under capital leases. The balance of the containers are secured
as collateral under the Senior Credit Agreement (see Notes 3, 4 and 5). Normal
repairs and maintenance to the containers and modular buildings are expensed as
incurred.

(3) LINE OF CREDIT:

In March 1996, the Company entered into the Senior Credit Agreement with BT
Commercial Corporation, as Agent for a group of lenders (the "Lenders"). Under
the terms of the Senior Credit Agreement, as amended, the Lenders have provided
the Company with a $35.0 million revolving line of credit and a $6.0 million
term loan. Borrowings under the Senior Credit Agreement are secured by
substantially all of the Company's assets.

Available borrowings under the revolving line of credit are based upon the level
of the Company's inventories, receivables and container lease fleet. The
container lease fleet will be appraised at lease annually, and up to 90% of the
lesser of cost or appraised orderly liquidation value, as defined, may be
included in the borrowing base. Interest accrues at the Company's option at
either prime plus 1.5% or the Eurodollar rate plus 3% and is payable monthly.
The term of this line of credit is three years, with a one-year extension
option.

In connection with the closing of the Senior Credit Agreement, the Company
terminated its line of credit with its previous lender, repaying all
indebtedness under that line. In addition, the Company repaid other long-term
debt and obligations under capital leases totaling $14.1 million. As a result,
the Company recognized costs previously deferred related to certain indebtedness
and prepayment penalties resulting in an extraordinary charge to earnings of
$410,000 ($732,000 net of a $322,000 benefit for income taxes).

The line of credit balance outstanding at December 31, 1996, was approximately
$26.4 million and is classified as a long-term obligation in the accompanying
1996 balance sheet. The amount available for borrowing was approximately
$957,000 at December 31, 1996. Prior to the refinancing, the Company had
available short-term lines of credit which bore interest at 1.5% over the prime
rate. During 1996 and 1995, the weighted average interest rate under the lines
of credit was 8.73% and 10.2%, respectively, and the average balance outstanding
during 1996 and 1995 was approximately $20.3 million and $4.2 million,
respectively.

The Senior Credit Agreement contains several covenants including a minimum
tangible net worth requirement, a minimum fixed charge coverage ratio, a maximum
ratio of debt to equity, minimum operating income levels and minimum required
utilization rates. In addition, the Senior Credit Agreement contains limits on
capital expenditures and the incurrence of additional debt, as well as
prohibiting the payment of dividends.
F-11
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

(4) LONG TERM DEBT:

Long-term debt at December 31, consists of the following:
<TABLE>
<CAPTION>
1996 1995
------ -----
<S> <C> <C>
Notes payable to BT Commercial Corporation, interest ranging from 3.25%
over Eurodollar rate (5.6% at December 31, 1996) to 1.75% over prime
(8.25% at December 31, 1996), fixed monthly installments of principal
plus interest, due March 2001, secured by various classes of the
Company's assets ....................................................... $5,437,500 $ --
Notes payable, interest ranging from 9% to 12.2%, monthly installments
of principal and interest, due March 1997 through September 2001,
secured by equipment and vehicles ...................................... 743,867 3,122,665
Notes payable, interest ranging from 11.49% to 12.63%, monthly
installments of principal and interest, due July 2000 through January
2001, secured by containers ............................................ 706,796 4,342,043
Short term note payable to financial institution, interest at 6.89%
payable in fixed monthly installments due March 1997, unsecured ........ 114,614 --
Notes payable to banks, interest ranging from 1.75% to 2.75% over
prime, monthly installments of principal and interest, paid off in
March 1996, secured by deeds of trust on real property. ................ -- 1,635,806
--------- ---------
7,002,777 9,100,514
Less: Current portion .................................................... (1,378,829) (737,181)
--------- ---------
$5,623,948 $8,363,333
========= =========
</TABLE>

Future maturities under long-term debt are as follows:

Years ending
December 31, 1996
------------ -----------
1997 ............................ $ 1,378,829
1998 ............................ 1,673,650
1999 ............................ 1,806,743
2000 ............................ 1,707,031
2001 ............................ 436,524
----------
$ 7,002,777
Less: current portion ........... (1,378,829)
----------
$ 5,623,948
==========

The Senior Credit Agreement with BT Commercial Corporation contains restrictive
covenants. See Note 3

(5) OBLIGATIONS UNDER CAPITAL LEASES:

The Company leases certain storage containers and equipment under capital leases
expiring through 2001. Certain storage container leases were entered into under
sale-leaseback arrangements with various leasing companies. The lease agreements
provide the Company with a purchase option at the end of the lease term based on
an agreed upon percentage of the original cost of the containers. These leases
have been capitalized using interest rates ranging from approximately 8% to 14%.
The leases are secured by storage containers and equipment under lease.

During 1995 and 1994, the Company entered into multi-year agreements (the
"Leases") to lease a number of portable classrooms to school districts in
Arizona. Subsequent to entering the leases, the Company
F-12
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

"sold" the portable classrooms and assigned the Leases to an unrelated third
party financial institution (the "Assignee"). In addition, the Company entered
into Remarketing/Releasing Agreements (the "Agreements") with the Assignee. The
Agreements provide that the Company will be the exclusive selling/leasing agent
upon the termination of the aforementioned Leases for a period of 12 months. If
the Company is successful in releasing the buildings and the Assignee receives,
via lease payments, an amount equal to the Base Price, as defined, plus any
reimbursed remarketing costs of the Company, the Company has the option to
repurchase the buildings for $1 each. If the Company sells any of the buildings,
the Assignee shall receive from each sale that portion of the Base Price
allocated to the building sold plus costs the Assignee has reimbursed to the
Company plus interest on those combined amounts from the date of the Lease
termination at the Assignee's prime rate plus 4%. Any sales proceeds in excess
of this amount are to be remitted to the Company.

In the event the Company has not released or sold the buildings within 12 months
of the termination of the Leases, the Assignee has the right to require the
Company to repurchase the buildings for the Base Price plus all costs the
Assignee has reimbursed to the Company plus interest thereon at the Assignee's
prime rate plus 4% since the termination of the Lease. For financial reporting
purposes these transactions were accounted for as capital leases in accordance
with SFAS No. 13, Accounting for Leases. For income tax purposes these
transactions were treated as sales.

During 1996, leases on 15 of the buildings matured and the Company sold all 15
portable buildings in 1996 pursuant to the Agreements. The revenues from these
sales are included in the accompanying statements of operations and the
underlying capital lease obligations for these buildings were paid in full at
December 31, 1996.

Future payments of obligations under capital leases:

Years ending
December 31,
------------
1997 .................................. $2,091,580
1998 .................................. 2,456,136
1999 .................................. 2,405,222
2000 .................................. 1,313,241
2001 .................................. 54,418
---------
Total payments ........................ 8,320,598
Less: Amounts representing
interest .............................. (1,581,251)
---------
6,739,347
Less: Current portion ................. (1,352,279)
---------
$5,387,067
=========

Certain obligations under capital leases contain financial covenants which
include that the Company maintains a specified interest expense coverage ratio
and a required debt to equity ratio.

Gains from sale-leaseback transactions have been deferred and are being
amortized over the estimated useful lives of the related assets. Unamortized
gains at December 31, 1996 and 1995, approximated $288,000 and $305,000,
respectively, and are reflected as a reduction in the container lease fleet in
the accompanying financial statements.

Included in the accompanying statements of operations are revenues of
approximately $3,645,000 in 1995 for container sales under sale-leaseback
transactions where no profit was recognized. The Company did not enter into any
significant sale-leaseback transactions during 1996.
F-13
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

(6) INCOME TAXES:

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and
liability approach in accounting for income taxes. Deferred tax assets and
liabilities are recorded based on the differences between the financial
statement and tax bases of assets and liabilities at the tax rates in effect
when these differences are expected to reverse.

The provision for income taxes at December 31, 1996, 1995 and 1994 consisted of
the following:

1996 1995 1994
-------- -------- --------
Current .................... $ -- $ -- $ --
Deferred ................... 377,596 610,341 765,098
-------- -------- --------
Total ............ $377,596 $610,341 $765,098
======== ======== ========

The components of the net deferred tax liability at December 31, 1996 and 1995
are as follows:

1996 1995
----------- -----------
Net long-term deferred tax liability:
Accelerated tax depreciation ................... $(7,363,000) $(5,450,000)
Deferred gain on sale-leaseback transactions ... (429,000) 136,000
Deferred revenue (Note 5) ...................... -- (87,000)
Alternative minimum tax credit ................. 211,000 211,000
Reserve and other .............................. 324,500 (68,000)
Net operating loss carry forwards .............. 3,369,000 1,412,000
Valuation allowance ............................ (13,000) (13,000)
----------- -----------
(3,900,500) (3,859,000)
----------- -----------
Net short-term deferred tax asset:
Valuation reserve for accounts receivable ...... 113,000 66,000
Unicap adjustment .............................. 40,000 51,000
Vacation reserve ............................... 38,000 30,000
----------- -----------
191,000 147,000
----------- -----------
$(3,709,500) $(3,712,000)
=========== ===========

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized.

Stock issuances by the Company may cause a change in ownership under the
provisions of the Internal Revenue Code Section 382; accordingly, the
utilization of the Company's net operating loss carryforwards may be subject to
annual limitations. Due to a change in ownership during 1996, approximately
$1,300,000 of the Company's net operating losses are subject to limitation.

A reconciliation of the federal statutory rate to the Company's effective tax
rate for the years ended December 31 are as follows:

1996 1995 1994
---- ---- ----

Statutory federal rate ............................ 34% 34% 34%
State taxes, net of federal benefit ............... 6 6 8
Effect of permanent differences ................... 4 4 2
--- --- ---
44% 44% 44%
=== === ===
F-14
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

Net operating loss carryforwards for federal income tax purposes totaled $8.0
million and $3.6 million at December 31, 1996 and 1995, respectively, and expire
from 2008 through 2011.

(7) TRANSACTIONS WITH RELATED PARTIES:

Effective December 31, 1993, Richard E. Bunger contributed substantially all of
the assets and liabilities of Mobile Mini Storage Systems ("MMSS") and the stock
of DDS to the Company in exchange for 2,700,000 shares of common stock and the
assumption of certain liabilities by the Company. Such liabilities include
liabilities associated with the MMSS operations and certain income tax
liabilities of Mr. Bunger and an affiliate arising from the MMSS operations
occurring prior to January 1, 1994. These income tax liabilities were
approximately $2,821,000. The Company will indemnify and defend Mr. Bunger
against loss or expense related to all liabilities assumed by the Company and
for any contingent liabilities arising from past operations.

The Company leases a portion of the property comprising its Phoenix location and
the property comprising its Tucson location from Mr. Bunger's five children.
Annual payments under these leases currently total approximately $70,000 with an
annual adjustment based on the Consumer Price Index. The term of each of these
leases will expire on December 31, 2003. Additionally, the Company leases its
Rialto, California facility from Mobile Mini Systems, Inc., an affiliate, wholly
owned by Mr. Bunger, for total annual lease payments of $204,000, with annual
adjustments based on the Consumer Price Index. The Rialto lease is for a term of
15 years expiring on December 31, 2011. Management believes the rental rates
reflect the fair market value of these properties. The Company purchased certain
leased property at its Maricopa, Arizona facility from Mr. Bunger on March 29,
1996, for a purchase price of $335,000, which management believes reflects the
fair market value of the property.

All ongoing and future transactions with affiliates will be on terms no less
favorable than could be obtained from unaffiliated parties and will be approved
by a majority of the independent and disinterested directors.

(8) BENEFIT PLANS:

Stock Option Plan

In August 1994, the Company's board of directors adopted the Mobile Mini, Inc.
1994 Stock Option Plan ("the Plan"). Under the terms of the Plan, both incentive
stock options ("ISOs"), which are intended to meet the requirements of Section
422 of the Internal Revenue Code, and non-qualified stock options may be
granted. ISOs may be granted to the officers and key personnel of the Company.
Non-qualified stock options may be granted to the Company's directors and key
personnel, and to providers of various services to the Company. The purpose of
the Plan is to provide a means of performance-based compensation in order to
attract and retain qualified personnel and to provide an incentive to others
whose job performance or services affect the Company.

Under the Plan, as amended in 1996, options to purchase a maximum of 543,125
shares of the Company's common stock may be granted. The exercise price for any
option granted under the Plan may not be less than 100% (110% if the option is
granted to a stockholder who at the time the option is granted owns stock
comprising more than 10% of the total combined voting power of all classes of
stock of the Company) of the fair market value of the common stock at the time
the option is granted. The option holder may pay the exercise price in cash or
by delivery of previously acquired shares of common stock of the Company that
have been held for at least six months.

The Plan is administered by the compensation committee of the board of directors
which will determine whether such options will be granted, whether such options
will be ISOs or non-qualified options, which directors, officers, key personnel
and service providers will be granted options, the restrictions upon the
F-15
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

forfeitablity of such options and the number of options to be granted, subject
to the aggregate maximum number set forth above. Each option granted must
terminate no more than 10 years from the date it is granted.

The board of directors may amend the Plan at any time, except that approval by
the Company's shareholders may be required for any amendment that increases the
aggregate number of shares which may be issued pursuant to the Plan, changes the
class of persons eligible to receive such options, modifies the period within
which the options may be granted, modifies the period within which the options
may be exercised or the terms upon which options may be exercised, or increases
the material benefits accruing to the participants under the Plan. Unless
previously terminated by the board of directors, the Plan will terminate in
November, 2003, but any option granted thereunder will continue throughout the
terms of such option.

The following summarizes the activity for the Plan for the years ended December
31, 1996 and 1995:

<TABLE>
<CAPTION>
1996 1995
---------------------------- -----------------------------
Number Weighted Average Number Weighted Average
of Shares Exercise Price of Shares Exercise Price
--------- ---------------- --------- ---------------
<S> <C> <C> <C> <C>
Options outstanding,
beginning of year ............ 241,000 $ 4.04 128,000 $ 4.11
Granted ........................ 156,000 $ 3.43 143,000 $ 3.94
Canceled/Expired ............... (50,000) $ 3.16 (30,000) $ 3.88
Exercised ...................... -- -- -- --
----------- ---------- ----------- -------------
Options outstanding, end of year 347,000 $ 3.89 241,000 $ 4.04
----------- ---------- ----------- -------------
Options exercisable, end of year 158,500 89,250
----------- -----------
Range of exercise prices ....... $3.12-$3.85 $3.75-$5.38
=========== ===========
Weighted average fair value of
options granted .............. $ 1.70 $ .97
</TABLE>

At December 31, 1996, the weighted average remaining contractual life of the
options outstanding was 7.6 years.

Statement of Financial Accounting Standards No. 123

During 1995, the Financial Accounting Standards Board issued SFAS No. 123,
Accounting for Stock-Based Compensation, which defines a fair value based method
of accounting for an employee stock option or similar equity instrument and
encourages all entities to adopt that method of accounting for all of their
employee stock compensation plans. However, it also allows an entity to continue
to measure compensation cost related to stock options issued to employees under
the Plan using the method of accounting prescribed by the Accounting Principles
Board Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees.
Entities electing to remain under the accounting in APB No. 25 must make pro
forma disclosures of net income and earnings per share, as if the fair value
based method of accounting defined in SFAS No. 123 has been applied.

The vesting period for such options is determined by the Compensation Committee
at the time of grant. The vesting period for outstanding options at December 31,
1996, range from four to five years depending on the circumstances at the date
of grant.
F-16
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1995 and 1996:

Risk free interest rate .............. 6.4%
Expected dividend yield .............. None
Expected holding period .............. 4 years
Expected volatility .................. 48%

Options were assumed to be exercised at the end of the four year expected life
for the purpose of this valuation. Adjustments were not made for options
forfeited prior to vesting. The total value of options granted was computed to
be the following approximate amounts, which would be amortized on the
straight-line basis over the average holding period of options:

Year ended December 31, 1996 ........... $99,418

Year ended December 31, 1995 ........... $56,838

If the Company had accounted for stock options issued to employees using a fair
value based method of accounting, the Company's net income and net income per
share would have been reported as follows:

Year Ended December 31,
-----------------------------
1996 1995
--------- ----------
Net income (loss):
As reported ..................... $70,222 $(473,205)
Pro forma ....................... 14,548 (505,034)
Net income per common share and
common share equivalent:
As reported ..................... $0.01 $(0.09)
Pro forma ....................... 0.00 (0.10)

The effects of applying SFAS No. 123 for providing pro forma disclosures for
1996 and 1995 are not likely to be representative of the effects on reported net
income and net income per common share equivalent for future years, because
options vest over several years and additional awards generally are made each
year, and SFAS No. 123 has not been applied to options granted prior to January
1, 1995.

401(k) Plan

In 1995, the Company established a contributory retirement plan (the "401(k)
Plan") covering eligible employees with at least one year of service. The 401(k)
Plan is designed to provide tax-deferred income to the Company's employees in
accordance with the provisions of Section 401(k) of the Internal Revenue Code.

The 401(k) Plan provides that each participant may annually contribute 2% to 15%
of their respective salary, not to exceed the statutory limit. The Company may
elect to make a qualified non-elective contribution in an amount as determined
by the Company. Under the terms of the 401(k) Plan, the Company may also make
discretionary profit sharing contributions. Profit sharing contributions are
allocated among participants based on their annual compensation. Each
participant has the right to direct the investment of his or her funds among
certain named plans. The Company did not elect to make any qualified
non-elective contributions or profit sharing contributions to the 401(k) Plan
during 1996 or 1995.
F-17
<PAGE>
MOBILE MINI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 1996

(9) COMMITMENTS AND CONTINGENCIES:

As discussed more fully in Note 7, the Company is obligated under noncancelable
operating leases with related parties. The Company also leases its corporate
offices and other properties, as well as operating equipment from third parties
under noncancelable operating leases. Rent expense under these agreements was
approximately $649,000, $515,000 and $342,000 for the years ended December 31,
1996, 1995, and 1994, respectively. Total future commitments under all
noncancelable agreements for the years ended December 31, are as follows:

1997 ............................ $800,987
1998 ............................ 821,825
1999 ............................ 837,417
2000 ............................ 770,668
2001 ............................ 585,319
Thereafter ....................... 3,821,386
---------
$7,637,602
=========
The Company is involved in certain administrative proceedings arising in the
normal course of business. In the opinion of management, the Company's potential
exposure under the pending administrative proceedings is adequately provided for
in the accompanying financial statements and any adverse outcome will not have a
material impact on the Company's results of operations or its financial
condition.

(10) STOCKHOLDERS' EQUITY:

Initial Public Offering

In February 1994, the Company successfully completed an initial public offering
of 937,500 Units, each Unit consisting of two shares of common stock and one
detachable common stock warrant for the purchase of one share of common stock
for $5.00 per share. An additional 130,000 Units were sold in March 1994
pursuant to the underwriters' over-allotment option. Net proceeds to the Company
totaled $7,027,118.

The Company also granted the underwriters a warrant ("Underwriters' Warrant")
for the purchase of an additional 93,750 Units. The Underwriters' Warrant is
exercisable for four years, commencing on February 17, 1995, at an exercise
price of $12.00 per unit. As of December 31, 1995, none of the detachable common
stock warrants or Underwriters' Warrants had been exercised.

Series A Convertible Preferred Stock

In December 1995, the Company completed the private placement of 50,000 shares
of Series A Convertible Preferred Stock ("Series A"), $.01 par value, $100
stated value, for aggregate net proceeds of $4.1 million. Pursuant to the terms
of the Series A, all 50,000 shares of Series A were converted into 1,904,324
shares of the Company's common stock at an average conversion rate of $2.63 per
share during the first quarter of 1996.

In connection with the issuance of the Series A Convertible Preferred Stock, the
Company recorded a preferred stock dividend of $1,250,000 at December 31, 1995
in accordance with the accounting treatment announced by the staff of the SEC at
the March 13, 1997 meeting of the Emerging Issues Task Force whereas the Series
A Convertible Preferred Stock had "beneficial conversion" features which
permitted the holder to convert their holdings to common shares at a fixed
discount off of the market price of the common shares when converted. The effect
of the dividend resulted in a decrease in earnings per share applicable to
common shareholders of $.25.
F-18
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED BALANCE SHEETS

ASSETS
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:

Cash and cash equivalents ................................. $ 486,443 $ 736,543
Receivables, net .......................................... 6,317,555 4,631,854
Inventories ............................................... 7,411,453 4,998,382
Prepaid and other ......................................... 571,754 742,984
----------- -----------
Total current assets ........................... 14,787,205 11,109,763
CONTAINER LEASE FLEET, net ..................................... 39,144,436 34,313,193
PROPERTY, PLANT AND EQUIPMENT, net ............................. 17,827,040 17,696,046
OTHER ASSETS, net .............................................. 1,458,650 1,697,199
----------- -----------
Total assets ................................... $73,217,331 $64,816,201
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable .......................................... $ 3,180,063 $ 2,557,329
Accrued compensation ...................................... 445,265 674,818
Other accrued liabilities ................................. 1,929,720 1,517,295
Current portion of long-term debt ......................... 1,494,925 1,378,829
Current portion of obligations under capital leases ....... 1,993,239 1,352,279
----------- -----------
Total current liabilities ...................... 9,043,212 7,480,550
LINE OF CREDIT ................................................. 33,776,461 26,406,035
LONG-TERM DEBT, less current portion ........................... 5,101,700 5,623,948
OBLIGATIONS UNDER CAPITAL LEASES, less current
portion ..................................................... 4,086,298 5,387,067
DEFERRED INCOME TAXES .......................................... 4,278,040 3,709,500
----------- -----------
Total liabilities .............................. 56,285,711 48,607,100
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock; $.01 par value, 17,000,000 shares authorized,
6,739,324 issued and outstanding at June 30, 1997 and
December 31, 1996 ...................................... 67,393 67,393
Additional paid-in capital ................................ 15,588,873 15,588,873
Retained earnings ......................................... 1,275,354 552,835
----------- -----------
Total stockholders' equity ..................... 16,931,620 16,209,101
----------- -----------
Total liabilities and stockholders' equity ..... $73,217,331 $64,816,201
=========== ===========
</TABLE>
See the accompanying notes to these consolidated statements.
F-19
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Container and other sales ........... $ 6,196,750 $ 5,745,611 $ 10,739,381 $ 10,661,443
Leasing ............................. 4,106,333 3,171,376 8,005,281 6,342,676
Other ............................... 1,890,712 1,374,928 3,098,589 2,196,711
------------ ------------ ------------ ------------
12,193,795 10,291,915 21,843,251 19,200,830
COSTS AND EXPENSES:
Cost of container and other sales ... 4,564,586 5,119,910 8,010,356 9,045,348
Leasing, selling and general expenses 5,010,835 3,214,535 9,292,185 7,088,898
Depreciation and amortization ....... 529,709 380,136 1,001,876 748,415
------------ ------------ ------------ ------------
Income from operations ... 2,088,665 1,577,334 3,538,834 2,318,169

OTHER INCOME (EXPENSE):
Interest income and other ........... -- -- -- 4,000
Interest expense .................... (1,158,744) (1,001,059) (2,248,623) (1,949,408)
------------ ------------ ------------ ------------
INCOME BEFORE PROVISION FOR
INCOME TAXES AND
EXTRAORDINARY ITEM .................. 929,921 576,275 1,290,211 372,761

PROVISION FOR INCOME TAXES ............ 409,164 253,561 567,692 164,015
------------ ------------ ------------ ------------
INCOME BEFORE EXTRAORDINARY
ITEM ................................ 520,757 322,714 722,519 208,746
EXTRAORDINARY ITEM (Note C) ........... -- -- -- (410,354)
------------ ------------ ------------ ------------
NET INCOME (LOSS) ..................... $ 520,757 $ 322,714 $ 722,519 $ (201,608)
============ ============ ============ ============
EARNINGS (LOSS) PER SHARE OF
COMMON STOCK AND COMMON
STOCK EQUIVALENT:
INCOME BEFORE EXTRAORDINARY
ITEM ................................ $ 0.08 $ 0.05 $ 0.11 $ 0.03
EXTRAORDINARY ITEM .................... -- -- -- (0.06)
------------ ------------ ------------ ------------
NET INCOME (LOSS) ..................... $ 0.08 $ 0.05 $ 0.11 $ (0.03)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON
EQUIVALENT SHARES
OUTSTANDING ......................... 6,755,517 6,739,324 6,743,391 6,735,841
------------ ------------ ------------ ------------
</TABLE>
See the accompanying notes to these consolidated statements.
F-20
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ............................................. $ 722,519 $ (201,608)
Adjustments to reconcile income to net cash used in operating
activities:
Extraordinary loss on early debt retirement .............. -- 410,354
Amortization of deferred costs on credit agreement ....... 245,921 151,407
Depreciation and amortization ............................ 1,001,876 748,415
Loss (gain) on disposal of property, plant and equipment . 54,118 (2,164)
Changes in assets and liabilities:
Decrease (increase) in receivables, net .................. (1,685,701) 334,376
Increase in inventories .................................. (2,367,519) (1,322,909)
Decrease (increase) in prepaids and other ................ 171,230 (95,126)
Decrease (increase) in other assets ...................... (7,372) 255,720
(Decrease) increase in accounts payable .................. 622,734 (2,126,774)
Increase in accrued liabilities .......................... 182,872 243,145
(Decrease) increase in deferred income taxes ............. 568,540 (190,186)
------------ ------------
Net cash used in operating activities .................. (490,782) (1,795,350)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net sales (purchases) of container lease fleet .............. (5,147,114) 73,900
Net purchases of property, plant, and equipment ............. (916,669) (1,288,384)
------------ ------------
Net cash used in investing activities .................. (6,063,783) (1,214,484)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit ........................ 7,370,426 14,280,279
Proceeds from issuance of long-term debt .................... 314,265 6,635,069
Deferred financing costs .................................... -- (2,114,411)
Principal payments and penalties on early debt extinguishment -- (14,405,879)
Principal payments on long-term debt ........................ (720,417) (799,446)
Principal payments on capital lease obligations ............. (659,809) (1,311,457)
Additional paid in capital .................................. -- (21,069)
------------ ------------
Net cash provided by financing activities .............. 6,304,465 2,263,086
------------ ------------
NET DECREASE IN CASH .......................................... (250,100) (746,748)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .............. 736,543 1,430,651
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................... $ 486,443 $ 683,903
============ ============
</TABLE>
See the accompanying notes to these consolidated statements.
F-21
<PAGE>
MOBILE MINI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q. Accordingly, they do
not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations, and
cash flows for all periods presented have been made. The results of operations
for the six month period ended June 30, 1997 are not necessarily indicative of
the operating results that may be expected for the entire year ending December
31, 1997. These financial statements should be read in conjunction with the
Company's December 31, 1996 financial statements and accompanying notes thereto.

Certain amounts in the 1996 financial statements have been reclassified to
conform with the 1997 financial statement presentation.

NOTE B - Earnings (loss) per common share is computed by dividing net income
(loss) by the weighted average number of common share equivalents assumed
outstanding during the periods. Fully diluted earnings per common share is
considered equal to primary earnings per share in all periods presented.

In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128).
SFAS No. 128 is effective for fiscal years ending after December 15, 1997, and
when adopted, will require restatement of prior periods earnings per share. The
effect of this statement is not significant on any period presented.

NOTE C - The Company entered into a credit agreement (the "Credit Agreement") in
March, 1996 with BT Commercial Corporation, as Agent for a group of lenders (the
"Lenders"). Under the terms of the Credit Agreement, the Lenders provided the
Company with a $35.0 million revolving line of credit and a $6.0 million term
loan. In July, 1997, the revolving line of credit was increased to $40.0
million. Borrowings under the Credit Agreement are secured by substantially all
of the Company's assets.

In connection with the closing of the Credit Agreement, the Company repaid
long-term debt and obligations under capital leases totaling $14.1 million. As a
result, costs previously deferred related to this indebtedness and prepayment
penalties resulted in an extraordinary charge to earnings in 1996, of
approximately $410,000 after the benefit of income taxes.

NOTE D - Inventories are stated at the lower of cost or market, with cost being
determined under the specific identification method. Market is the lower of
replacement cost or net realizable value. Inventories consisted of the following
at:

June 30, 1997 December 31, 1996
------------- -----------------
Raw material and supplies .... $3,707,719 $3,547,487
Work-in-process .............. 1,335,426 288,986
Finished containers .......... 2,368,308 1,161,909
---------- ----------
$7,411,453 $4,998,382
========== ==========

NOTE E - In July 1997, the Company completed a private placement of $3 million
of 12% senior subordinated notes (the "Bridge Notes") and warrants to purchase
50,000 shares of Mobile Mini, Inc. common stock at $5.00 per share. The Bridge
Notes are due the earlier of July 2002, or on the refinancing of the Bridge
Notes on substantially similar terms. The proceeds received by the Company will
be allocated between the Bridge Notes and the warrants based on the respective
fair values of each instrument. The resulting discount increases the effective
interest rate of the Bridge Notes and will be amortized to interest expense over
the life of the debt.

NOTE F - The Company's publicly traded warrants issued in connection with the
Company's initial public offering have been extended six months to expire on
February 17, 1998.
F-22
<PAGE>

================================================== ===============================================

No dealer, salesperson or other person has been
authorized to give any information or to make any 1,067,500
representation other than those contained in this Shares of Common Stock
Prospectus in connection with the offer made by
this Prospectus, and, if given or made, must not mobile mini, inc.
be relied upon as having been authorized by the
Company or the Underwriter. This Prospectus does
not constitute an offer to sell or a solicitation Issuable Upon Exercise of
of an offer to buy any securities other than the Common Stock Purchase Warrants
registered securities to which it relates or an Shares of Common Stock
offer to or solicitation of any person in any
jurisdiction where such an offer or solicitation
would be unlawful. Neither the delivery of this
Prospectus at any time nor any sale made hereunder
shall, under any circumstances, create any
implication that the information herein contained
is correct as of any time subsequent to the date
of this Prospectus.
_________________
__________________________
TABLE OF CONTENTS
PROSPECTUS
Summary ....................................... __________________________
Risk Factors ..................................
Use of Proceeds ...............................
Price Range of Common Stock....................
Dividend Policy ...............................
Capitalization ................................
Business ......................................
Selected Consolidated Financial Data ..........
Management's Discussion and
Analysis of Financial Condition
and Results of Operations ...................
Management ....................................
Certain Relationships and Related
Transactions ................................
Warrantholders.................................
Plan of Distribution ..........................
Description of the Public Warrants.............
Description of Common Stock and Other
Securities ..................................
Legal Matters .................................
Experts ....................................... _________, 1997
Available Information .........................
Incorporation of Certain Documents by
Reference ...................................
Consolidated Financial Statements ............ F-1

================================================== ===============================================
</TABLE>

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The Company estimates that expenses in connection with the offering
described in this registration statement (other than underwriting and brokerage
discounts, commissions and fees and legal fees incurred by the Warrantholders,
if any, payable by such Warrantholders) will be as follows:

Securities and Exchange Commission registration fee $ 0
Legal fees and expenses 15,000
Accounting fees and expenses 15,000
-------

Total $30,000
=======

All amounts except the Securities and Exchange Commission registration
fee (which was paid in connection with prior filings) are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation and Bylaws provide that the
Company will indemnify its directors and executive officers and may indemnify
its other officers, employees and other agents to the fullest extent permitted
by Delaware law. Pursuant to these provisions, the Company intends to enter into
indemnity agreements with each of its directors and executive officers.

In addition, the Company's Certificate of Incorporation provides that,
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Company and its stockholders. This provision in the Certificate
of Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under Delaware law. Each director
will be subject to liability for breach of the director's duty of loyalty to the
Company, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the director
believes to be contrary to the best interests of the Company or its
stockholders, for any transaction from which the director derived an improper
personal benefit, for acts or omissions involving a reckless disregard for the
director's duty to the Company or its stockholders when the director was aware
or should have been aware of a risk of serious injury to the Company or its
stockholders, for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the Company
or its stockholders, for improper transactions between the director and the
Company and for improper distributions to stockholders and loans to directors
and officers. This provision also does not affect a director's responsibilities
under any other laws, such as the federal securities laws or state or federal
environmental laws.

ITEM 16. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

4.1 Form of Warrant Agreement.(1)

4.2 Form of Underwriter Warrant.(1)

4.3 Specimen Form of Common Stock Certificate. (1)
II-1
<PAGE>
4.4 Specimen Form of Warrant Certificate. (1)

5.1 Opinion of Bryan Cave LLP. (3)

23.1 Consent of Bryan Cave LLP (included in Exhibit 5.1).

23.2 Consent of Arthur Andersen LLP.

24.1 Power of Attorney(2)

- --------------------

(1) Incorporated by reference, filed as an exhibit to the Company's
Registration Statement on Form SB-2, SEC File No. 33-71528-LA.
(2) Included on the signature page of the Registration Statement, previously
filed.
(3) Previously filed.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tempe, Arizona, on this 29th day of October, 1997.

MOBILE MINI, INC.

By:/s/Steven G. Bunger
-------------------------------------
Steven G. Bunger,
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this to Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Steven G. Bunger President, Chief Executive Officer October 29, 1997
- ------------------------- Executive Officer and Director
Steven G. Bunger (principal executive officer)

/s/ Lawrence Trachtenberg Executive Vice President, Chief October 29, 1997
- ------------------------- Financial Officer and Director
Lawrence Trachtenberg (principal financial and accounting officer)

* Chairman of the Board October 29, 1997
- -------------------------
Richard E. Bunger

* Director October 29, 1997
- -------------------------
George Berkner

* Director October 29, 1997
- -------------------------
Ronald J. Marusiak

* = s/ Lawrence Trachtenberg
------------------------
Lawrence Trachtenberg,
Attorney-In-Fact

II-3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to (i) the use of our
report included in this registration statement and (ii) the incorporation by
reference in this registration statement of our report dated March 24, 1997
(except with respect to the matter discussed in Note 1 - Restatement, as to
which the date is August 7, 1997), included in Mobile Mini, Inc's Form 10-K/A-3
for the year ended December 31, 1996, and to all references to our firm included
in this registration statement.

ARTHUR ANDERSEN LLP

Phoenix, Arizona,
October 24, 1997