Filed pursuant to Rule 424(b)(1)
Registration No. 333-58853
PROSPECTUS
Mobile Mini, Inc.
213,750 Shares of Common Stock
This Prospectus relates to up to 213,750 shares of common stock (the
"Shares") of Mobile Mini, Inc., a Delaware corporation (the "Company" or "Mobile
Mini"), which may be offered from time to time by the selling stockholders named
herein (the "Selling Stockholders"). The Company will not receive any of the
proceeds from the sale of the Shares. The Company will bear the costs relating
to the registration of the Shares estimated to be approximately $17,000.00.
The Shares are registered pursuant to (i) the terms of Underwriters
Unit Warrants and (ii) a purchase agreement relating to certain bridge financing
(the "Bridge Financing"). The Underwriter's Unit Warrants were issued to certain
of the underwriters of Mobile Mini's initial public offering in 1994. Each
Underwriters Unit Warrant entitles the holder to purchase a unit ("Unit")
comprised of two shares of the Company's common stock, $.01 par value (the
"Common Stock"), at an exercise price of $12.00 per Unit, subject to adjustment.
The adjusted exercise price is presently $11.32 per Unit. As originally issued,
the Underwriters Unit Warrants also entitled the holders to acquire on warrant
(a "Redeemable Warrant") to purchase one share of Common Stock at a $5.00
exercise price. The Redeemable Warrants, to the extent not exercised, expired on
February 17, 1998. A total of 198,750 of the Shares were issued or are issuable
upon exercise of Underwriters' Unit Warrants. In the Bridge Financing, the
Company issued 15,000 shares of Common Stock to its lender, Arizona Land Income
Corporation, and the Company agreed that it would cause a registration statement
to be filed covering the resale of such shares.
The Shares may be offered by the Selling Stockholders from time to time
in one or more transactions as described under "Plan of Distribution." To the
extent required, the number of shares to be sold, the name of the Selling
Stockholder(s), the purchase price, the name of any agent or broker-dealer, and
any applicable commissions, discounts or other items constituting compensation
to such agent or broker-dealer with respect to a particular offering will be set
forth in a supplement or supplements to this Prospectus (each, a "Prospectus
Supplement"). The aggregate proceeds to the Selling Stockholder(s) from the sale
of the shares offered from time to time hereby will be the purchase price of the
shares sold less commissions, discounts and other compensation, if any, paid by
the Selling Stockholder(s) to any agent or broker-dealer. The price at which any
of the Shares may be sold, and the commissions, if any paid in connection with
any such sale, are unknown and may vary from transaction to transaction. The
Company will pay all expenses incident to the offering and sale of the Shares to
the public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes. See "Selling Stockholders" and "Plan of
Distribution."
The Common Stock is traded on the Nasdaq National Market under the symbol
"MINI". The closing price of the Common Stock as reported on the Nasdaq National
Market on July 15, 1998 was $9.9375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is July 16, 1998.
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All of the securities to be registered hereby are to be offered for the
account of security holders.
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AVAILABLE INFORMATION
Mobile Mini is subject to the reporting requirements of the Securities
and Exchange Act of 1934 (the "Exchange Act") and files reports and other
information with the Securities and Exchange Commission (the "Commission") in
accordance therewith. Such reports, proxy statements, and other information
filed by Mobile Mini are available for inspection and copying at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C., 20549, and at the Commission's Regional Offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission. The Common Stock is traded as "National
Market Securities" on the Nasdaq National Market. Material filed by the Company
can be inspected at the offices of the National Association of Securities
Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C., 20006.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Mobile Mini with the Commission are
incorporated by reference in this Prospectus:
1. Mobile Mini's Annual Report on Form 10-K for the year
ended December 31, 1997;
2. Mobile Mini's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998; and
3. The description of Mobile Mini's 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 documents filed by Mobile Mini 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 of the Shares offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof.
Mobile Mini hereby undertakes to provide without charge to each person
to whom this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests should be directed to the Investor
Relations Department, Mobile Mini, Inc., 1834 West Third Street, Tempe, Arizona
85281, telephone number (602) 894-6311.
No dealer, salesman, or any other person has been authorized to give
any information or to make any representation not contained in this Prospectus,
and, if given or made, such information and representation must not be relied
upon as having been authorized by Mobile Mini. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is unlawful to
make such offer in such state. Neither the delivery of
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this Prospectus nor any sales made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of Mobile
Mini since the date hereof.
This Prospectus constitutes a part of a Registration Statement which
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "1933 Act"), with respect to the Shares. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and related Exhibits
thereto for further information with respect to the Company and the securities
offered hereby. Such additional information can be obtained from the
Commission's office in Washington, D.C. Any statements contained herein
concerning the provisions of any documents are not necessarily complete, and, in
each instance, reference is made to the copy of such documents filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
THE COMPANY
Mobile Mini is a vertically integrated lessor and vendor of portable
steel containers and, to a lesser extent, other portable structures. The Company
acquires, refurbishes and modifies used ocean-going shipping containers and also
manufactures its own containers. These units have a variety of applications
including use as portable storage facilities and portable offices. The Company
leases and sells its products to a variety of users including
retailers/wholesalers (such as Wal-Mart Stores, Inc., K-Mart Corporation and
Sears Roebuck & Co. locations), commercial customers (such as Motorola, Inc.,
Intel Corporation and General Motors Corporation), government entities and
homeowners.
Commencing in 1996, the Company has primarily focused on the leasing,
rather than the sale, of containers and portable offices. Leasing activities
occur both on-site and off-site. On-site leasing, which constitutes
approximately 11% of leasing activity, is similar to a standard mini-storage
facility in which the customer's goods are stored in a container at one of the
Company's facilities. Such facilities offer container pick-up and delivery
services and high levels of security. Off-site leasing involves the delivery of
containers to the customer location. Containers are leased pursuant to operating
leases with an average initial term of 9.4 months and are thereafter leased on a
month-to-month basis. The average lease duration in recent periods has ranged
from 18 to 24 months. The Company's containers, many of which are custom
designed, range in length from 5 to 45 feet and range in width from 8 to 10.5
feet. A majority of such containers have rental rates ranging from $75 to $150
per month. For the year ended December 31, 1997 and the three months ended March
31, 1998, leasing activities represented approximately 54% and 70%,
respectively, of total revenues. As of March 31, 1998, the Company had
approximately 19,000 containers in its lease fleet compared to approximately
2,700 containers in 1991.
The Company markets its storage products through 11 branch locations in
Arizona, southern California, New Mexico, Nevada, Oklahoma and Texas, and, to a
lesser extent, through its independent dealer network. The Company designs,
manufactures and refurbishes containers with many options including swing-out or
roll-up, side or end mounted doors, windows and partitions, insulation and air
conditioning, shelving and a highly reflective, heat resistant ceramic coating.
The Company has patent, proprietary or trade secret rights in all products it
designs and manufactures, including patented secure container locking systems.
The Company believes its manufacturing capabilities enable it to better meet the
needs of its customers and to respond to changes in market conditions.
Since 1992, the Company has experienced significant growth largely
through the growth of leasing revenues which have increased by an annual average
growth rate of approximately 58%. The Company's revenues have grown from $17.2
million in 1993 to $46.1 million in 1997, an average annual growth rate of
approximately 34%. During the same period, income from operations has grown from
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$1.6 million to $8.7 million, an average annual growth rate of approximately
91%. The Company intends to gain additional market penetration in existing and
targeted markets through the (i) selective acquisitions of complimentary
container leasing operations, (ii) development of new container leasing
operations in markets in which no acquisition opportunities exist, (iii)
continued growth of same-store leasing and (iv) addition and diversification of
product lines. Pursuant to its growth strategy, the Company acquired Nevada
Storage Containers of Las Vegas, Nevada in January 1998 and Aspen Instant
Storage of Oklahoma City, Oklahoma in April 1998. In addition, the Company also
developed and opened a new branch in Albuquerque, New Mexico in April 1998.
The Company's principal executive office is located at 1834 West Third
Street, Tempe, Arizona 85281, and its telephone number is (602) 894-6311.
USE OF PROCEEDS
Mobile Mini will not receive any proceeds from the sale of the Shares
offered hereby; nor will such proceeds be available for Mobile Mini's use or
benefit.
SELLING STOCKHOLDERS
The following table sets forth, as of the date of this Prospectus, the
name of each of the Selling Stockholders, the number of Shares that each such
Selling Stockholder owns as of such date, the number of Shares owned by each
Selling Stockholder that may be offered for sale from time to time by this
Prospectus, and the number of Shares to be held by each such Selling Stockholder
assuming the sale of all of the Shares offered hereby. The Underwriters' Unit
Warrants, pursuant to which an aggregate of 198,750 of the Shares were issued or
are issuable upon the exercise thereof, were issued to certain of the
underwriters of the Company's initial public offering in February 1994. A total
of 15,000 of the Shares were issued to the lender in the Bridge Financing. The
Underwriters' Unit Warrants constituted additional underwriting compensation in
that offering. None of the Selling Stockholders has a material relationship with
the Company.
SHARES OF SHARES SHARES
COMMON WHICH MAY BE BENEFICIALLY
STOCK SOLD PURSUANT OWNED
SELLING BENEFICIALLY TO THIS AFTER THIS
STOCKHOLDER OWNED (1) PROSPECTUS OFFERING (2)
- --------------------------- ------------- ------------- ------------
Arizona Land Income 15,000 15,000 0
Corporation
Glenn S. Cushman 12,720 12,720 0
Dickinson & Co. 53,000 53,000 0
T. Marshall Swartwood 21,200 21,200 0
Thomas M. Swartwood 32,330 32,330 0
W. B. McKee Securities, Inc. 59,625 59,625 0
William B. McKee 19,875 19,875 0
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(1) No selling Stockholder beneficially owns shares of the Company's
Common Stock in an amount equal to or exceeding 1% of the aggregate number of
shares of Common Stock issued and outstanding.
(2) Assumes all Shares offered by each Selling Stockholder are sold
during this offering.
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PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Stockholders may sell the Shares being
offered hereby on the Nasdaq National Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The Shares may be sold by one or more of the following
means of distribution: (a) a block trade in which the broker-dealer so engaged
will attempt to sell Shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance
with the rules of the Nasdaq National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (e)
in privately negotiated transactions. To the extent required, this Prospectus
may be amended and supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of the Shares or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of the
Company's Common Stock in the course of hedging the positions they assume with
Selling Stockholders. The Selling Stockholders may also sell the Company's
Common Stock short and redeliver the Shares to close out such short positions.
The Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of Shares offered hereby,
which Shares such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Stockholders may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). In
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"). The
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Company will pay all expenses incident to the offering and sale of the Shares to
the public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the Shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Company has advised the Selling Stockholders that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of Shares in the market and to the activities of the Selling Stockholders
and their affiliates. In addition, the Company will make copies of this
Prospectus available to the Selling Stockholders and has informed them of the
need for deliver of copies of this Prospectus to purchasers at or prior to the
time of any sale of the Shares offered hereby. The Selling Stockholders may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under
the 1933 Act.
At the time a particular offer of Shares is made, if required, a
Prospectus Supplement will be distributed that will set forth the number of
Shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
There can be no assurance that the Selling Stockholders will sell all
or any of the Shares.
The Company has agreed with certain Selling Stockholders pursuant to
the Underwriters' Unit Warrants to keep the Registration Statement of which this
Prospectus constitutes a part effective for up to 180 days following the date of
this Prospectus. The Company intends to de-register any of the Shares not sold
by the Selling Stockholders at the end of such period.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon Bryan
Cave LLP, Phoenix, Arizona, counsel to the Company.
EXPERTS
The consolidated financial statements and the related financial
statement schedule of Mobile Mini, Inc., at December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997, incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, have been audited by Arthur Andersen LLP, independent
auditors, as set forth in their reports thereon included or incorporated by
reference therein, and are incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting and
auditing.
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