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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A-2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required] For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required] For the transition period
from ___________ to ________________
Commission File Number 1-12804
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mobile mini, inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 86-0748362
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1834 West 3rd Street
Tempe, Arizona 85281
(Address of Principal Executive Offices)
(602) 894-6311
(Registrant's Telephone Number)
Securities Registered Under Section 12(g) of the Exchange Act:
Title of Class Name of Each Exchange on Which Registered
Common Stock, $.01 par value NASDAQ Stock Market National Market
Warrant to Purchase Common Stock NASDAQ Stock Market Small Cap Market
at $5.00 per share
Indicate by checkmark whether the Registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value on March 25, 1997 of the voting stock owned by
non-affiliates of the registrant was $11,872,272 (calculated by excluding all
shares held by executive officers, directors and holders of five percent of more
of the voting power of the registrant, without conceding that such persons are
"affiliates" of the registrant for purposes of the federal securities law).
As of March 25, 1997, there were outstanding 6,739,324 shares of the issuer's
common stock, par value $.01.
Documents incorporated by reference: None
The Registrant hereby amends its annual report on Form 10-K for the
fiscal year ended December 31, 1996 by deleting therefrom Item 6 and Item 12 and
replacing it with a revised Item, reading in its entirety as follows:
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ITEM 6. SELECTED FINANCIAL DATA.
The following table summarizes certain selected financial data of the Company
and is qualified in its entirety by the more detailed consolidated financial
statements and notes thereto appearing elsewhere herein. The data has been
derived from the consolidated financial statements of the Company audited by
Arthur Andersen LPL, independent public accountants.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1996 1995 1994 1993(1) 1992(1)
------ ------ ------ --------- --------
CONSOLIDATED STATEMENT OF INCOME (in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Revenues $42,210 $39,905 $28,182 $17,122 $12,001
Income from operations 4,527 4,306 2,791 1,514 710
Income before extraordinary item 481 777 956 276 116
Extraordinary item (410) 0 0 0 185
Net income 70 777 956 276 301
Earnings per common and common equivalent share:
Income before extraordinary item 0.07 0.16 0.21 0.10 0.04
Extraordinary item (0.06) 0.00 0.00 0.00 0.07
Net income 0.01 0.16 0.21 0.10 0.11
CONSOLIDATED BALANCE SHEET DATA
(as of December 31 of each year)
Total assets 64,816 54,342 40,764 20,082 14,773
Long term lines of credit 26,406 4,099 -- -- --
Long term debt and obligations under capital leases,
including current portion 13,742 24,533 16,140 9,334 6,622
</TABLE>
(1) Prior to 1994, the Company's predecessor was operated as a sole
proprietorship. Per share information are therefore calculated on a
proforma 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 proforma statements.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of March 31, 1997
with respect to the beneficial ownership of the Company's Common Stock by each
shareholder known by the Company to be the beneficial owner of more than five
percent of its outstanding Common Stock, by each director who owns shares of the
Company's Common Stock, and by all executive officers and directors as a group.
Each person named has sole voting and investment power with respect to all of
the shares indicated, except as otherwise noted.
<TABLE>
<CAPTION>
Common Stock
Name and Address of Beneficial Owner Beneficially Owned(1) Percent(2)
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<S> <C> <C>
Richard E. Bunger 2,350,000(3) 34.6%
1834 West 3rd Street
Tempe, Arizona 85281
Lawrence Trachtenberg 33,395(4) *
1834 West 3rd Street
Tempe, Arizona 85281
Steven G. Bunger 215,989(5) 3.2%
1834 West 3rd Street
Tempe, Arizona 85281
Ronald J. Marusiak 104,700(6) 1.5%
1834 West 3rd Street
Tempe, Arizona 85281
George Berkner 17,500(7) *
1834 West 3rd Street
Tempe, Arizona 85281
REB/BMB Family Limited Partnership(8) 2,290,000 34.0%
1834 West 3rd Street
Tempe, Arizona 85281
Bunger Holdings, L.L.C.(9) 410,000 6.1%
1834 West 3rd Street
Tempe, Arizona 85281
Kennedy Capital Management, Inc. (10) 344,425 5.11%
10829 Olive Blvd.
St. Louis, Missouri 63141
All Directors and Executive Officers as a group 2,618,900 38.0%
(6 persons)(3)(4)(5)(6)(7)
</TABLE>
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* Less than 1%.
(1) The inclusion herein of any shares of Common Stock does not constitute an
admission of beneficial ownership of such shares, but are included in
accordance with rules of the Securities and Exchange Commission.
(2) Includes shares of Common Stock subject to options or Warrants which are
presently exercisable or which may become exercisable within 60 days of
March 31, 1997.
(3) Includes 2,290,000 shares owned by REB/BMB Family Limited Partnership and
60,000 shares subject to exercisable options. Mr. Bunger disclaims any
beneficial ownership of shares held by REB/BMB Family Limited Partnership
in excess 1,894,379. All shares held by Mr. Bunger are held as community
property.
(4) Includes 30,000 shares subject to exercisable options.
(5) Includes 82,000 shares owned by Bunger Holdings, L.L.C., 102,684 shares
owned by REB/BMB Family Limited Partnership and 30,000 shares subject to
exercisable options. Of the 102,684 shares owned by REB/BMB Family Limited
Partnership, 80,150 are held for members of Mr. Bunger's immediate family.
(6) Includes: (a) 7,700 shares and warrants to acquire 2,500 shares at $5.00
per share held by Mr. Marusiak's children; (b) 8,500 shares and warrants to
acquire 1,500 shares at $5.00 per share held by Mr. Marusiak and his wife
(c) 64,000 shares and warrants to acquire 18,000 shares at $5.00 per share
held by Micro-Tronics, Inc.'s Profit Sharing Plan and Trust (the "Plan") of
which Mr. Marusiak is Trustee and Plan Administrator. Mr. Marusiak
disclaims any beneficial ownership of 80% of the shares held by the Plan,
as his pro rata ownership interest is limited to 20% of the Plan's assets;
and (d) 2,500 shares subject to exercisable options..
(7) Includes 6,000 shares, warrants to acquire 3,000 shares at $5.00 per share
and 8,500 shares subject to exercisable options.
(8) Richard E. Bunger and his wife, Barbara M. Bunger, are the general partners
of REB/BMB Family Limited Partnership.
(9) The members of Bunger Holdings, L.L.C. are Steven G. Bunger, Carolyn
Clawson, Michael Bunger, Jennifer Blackwell and Susan Keating, each a child
of Richard E. Bunger.
(10) Furnished in reliance upon information set forth in a Schedule 13G dated
February 10, 1997 and filed by Kennedy Capital Management, Inc. ("KCMI")
with the Securities and Exchange Commission. KCMI is an Investment Advisor
registered under the Investment Advisors Act of 1940 according to
information set forth in its Schedule 13G.
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MOBILE MINI, INC.
(Registrant)
Date: June 25, 1997 By: /s/Steven G. Bunger
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Steven G. Bunger, Chief Executive
Officer and Director
Date: June 25, 1997 By: /s/Lawrence Trachtenberg
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Lawrence Trachtenberg, Chief Financial Officer
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