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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 9, 1999
MOBILE MINI, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12804 86-0748362
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) Identification No.)
1834 West Third Street, Tempe, Arizona, 85281
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (602) 894-6311
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 9, 1999, the Board of Directors of Mobile Mini, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $0.01 per share, of the
Company (the "Common Stock"). The dividend distribution is payable on December
30, 1999 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series C Junior Participating Preferred Stock, par
value $0.01 per share (the "Preferred Stock"), of the Company at a price of
$80.00 per one one-hundredth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of December 9, 1999, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and
Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the tenth
business day following the date of public announcement or the date on which the
Company first has notice or determines that a person or group of affiliated or
associated persons (other than the Company, any subsidiary of the Company or any
employee benefit plan of the Company or Richard E. Bunger, his family and
certain related entities) (an "Acquiring Person") has acquired, or obtained the
right to acquire, 15% or more of the outstanding shares of voting stock of the
Company without the prior express written consent of the Company executed on
behalf of the Company by a duly authorized officer of the Company following
express approval by action of at least a majority of the members of the Board of
Directors then in office (the "Stock Acquisition Date") or (ii) the close of
business on the tenth business day (or such later date as may be determined by
action of the Board of Directors but not later than the Stock Acquisition Date)
following the commencement of a tender offer or exchange offer, without the
prior written consent of the Company, by a person (other than the Company, any
subsidiary of the Company or an employee benefit plan of the Company or Richard
E. Bunger, his family and certain related entities) which, upon consummation,
would result in such party's control of 15% or more of the Company's voting
stock (the earlier of the dates in clause (i) or (ii) above being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificates.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Company's Common Stock. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuances of
Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and
such separate certificates alone will then evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire, if not previously exercised, on December 30, 2009 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a share of Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential dividend in an amount equal to 100
times any dividend declared on each share of Common Stock. In the event of
liquidation, the holders of the Preferred Stock will receive a preferred
liquidation payment of equal to the greater of $100 and 100 times the payment
made per share of Common Stock. Each share of Preferred Stock will have 100
votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are converted
or exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common Stock.
The rights of the Preferred Stock as to dividends, liquidation and voting, and
in the event of mergers and consolidations, are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
If any person or group (other than the Company, any subsidiary of the
Company, any employee benefit plan of the Company or Richard E. Bunger, his
family and certain related entities) acquires 15% or more of the Company's
outstanding voting stock without the prior written consent of the Board of
Directors, each Right, except those held by such persons, would entitle each
holder of a Right to acquire such number of shares of the Company's Common Stock
as shall equal the result obtained by multiplying the then current Purchase
Price by the number of one one-hundredths of a share of Preferred Stock for
which a Right is then exercisable and dividing that product by 50% of the then
current per-share market price of Company Common Stock.
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If any person or group (other than the Company, any subsidiary of the
Company, any employee benefit plan of the Company or Richard E. Bunger, his
family and certain related entities) acquires more than 15% but less than 50% of
the outstanding Company Common Stock without prior written consent of the Board
of Directors, each Right, except those held by such persons, may be exchanged by
the Board of Directors for one share of Company Common Stock.
If the Company were acquired in a merger or other business combination
transaction where the Company is not the surviving corporation or where Company
Common Stock is exchanged or changed or 50% or more of the Company's assets or
earnings power is sold in one or several transactions without the prior written
consent of the Board of Directors, each Right would entitle the holders thereof
(except for the Acquiring Person) to receive such number of shares of the
acquiring company's common stock as shall be equal to the result obtained by
multiplying the then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is then exercisable and dividing
that product by 50% of the then current market price per share of the common
stock of the acquiring company on the date of such merger or other business
combination transaction.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), and in lieu thereof an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including, but not
limited to, an amendment to lower certain thresholds described above to not less
than the greater of (i) any percentage greater than the largest percentage of
the voting power of all securities of the Company then known to the Company to
be beneficially owned by any person or group of affiliated or associated persons
(other than an excepted person) and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto the form
of Right Certificate, is attached as Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on
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December 13, 1999 and is incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the form of Rights Agreement (and the exhibits
thereto) attached hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 Form of Rights Agreement, dated as of December 9,
1999, between Mobile Mini, Inc. and Norwest Bank
Minnesota, N.A., as Rights Agent, which includes the
form of Certificate of Designations, setting forth
the terms of the Series C Junior Participating
Preferred Stock, par value $0.01 per share, as
Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Preferred Stock Purchase Rights as
Exhibit C. Pursuant to the Rights Agreement, printed
Right Certificates will not be mailed until as soon
as practicable after the earlier of the tenth day
after public announcement that a person or group
(except for certain exempted persons or groups) has
acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or the tenth
business day (or such later date as may be determined
by action of the Board of Directors) after a person
commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a
person or group of 15% or more of the outstanding
shares of Common Stock (incorporated by reference to
Exhibit 1 to the Registration Statement on Form 8-A
filed by Mobile Mini, Inc., on December 13, 1999).
99.1 Press release dated December 9, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOBILE MINI, INC.
Date: December 13, 1999 By: /s/ Larry Trachtenberg
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Larry Trachtenberg
Chief Financial Officer and
Executive Vice President
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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4.1 Form of Rights Agreement, dated as of December 9,
1999, between Mobile Mini, Inc. and Norwest Bank
Minnesota, N.A., as Rights Agent, which includes the
form of Certificate of Designations, setting forth
the terms of the Series C Junior Participating
Preferred Stock, par value $0.01 per share, as
Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Preferred Stock Purchase Rights as
Exhibit C. Pursuant to the Rights Agreement, printed
Right Certificates will not be mailed until as soon
as practicable after the earlier of the tenth day
after public announcement that a person or group
(except for certain exempted persons or groups) has
acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or the tenth
business day (or such later date as may be determined
by action of the Board of Directors) after a person
commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a
person or group of 15% or more of the outstanding
shares of Common Stock (incorporated by reference to
Exhibit 1 to the Registration Statement on Form 8-A
filed by Mobile Mini, Inc., on December 13, 1999).
99.1 Press release dated December 9, 1999.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
MOBILE MINI, INC. DECLARES DIVIDEND DISTRIBUTION OF
PREFERRED STOCK PURCHASE RIGHTS
TEMPE, ARIZONA, DECEMBER 9, 1999 - On December 9, 1999, the Board of
Directors of Mobile Mini, Inc. (Nasdaq: MINI) approved the adoption of a
Shareholder Rights Plan designed to discourage takeovers that involve abusive
tactics or do not provide fair value to stockholders. Similar plans have been
adopted by many other publicly traded companies.
Richard E. Bunger, Chairman of the Board of Directors stated, "The
Board of Directors determined that adopting the Shareholder Rights Plan is an
effective and reasonable method to safeguard the interests of our stockholders.
We are particularly concerned that the future benefits of current programs and
initiatives could be denied to stockholders by an opportunistic, undervalued
acquisition of the Company. The plan is designed to assure that stockholders are
not deprived of their rights to share in the full measure of the Company's
long-term potential, while not preventing a fully valued bid for the Company."
The Shareholder Rights Plan provides for a dividend distribution of one
Preferred Stock Purchase Right for each outstanding share of Mobile Mini, Inc.
common stock. The dividend distribution will be made to stockholders of record
on December 30, 1999. Each stockholder is automatically entitled to the Rights
and no physical distribution of new certificates will be made at this time. The
Rights distribution is not taxable to stockholders.
The Rights will be exercisable only if a person or group (except for
certain exempted persons or groups, including Mr. Bunger, his family and certain
related entities who now own over 15% of the Company's common stock) acquires
15% or more of Mobile Mini, Inc.'s common stock or announces a tender offer
which would result in ownership of 15% or more of the common stock. The Rights
entitle the holder to purchase one one-hundredth of a share of Series C Junior
Participating Preferred Stock at an exercise price of $80.00 and will expire on
December 30, 2009.
Following the acquisition of 15% or more of Mobile Mini, Inc.'s common
stock by a person or group, the holders of the Rights (other than the acquiring
person) will be entitled to purchase shares of common stock at one-half the then
current market price, and, in the event of a subsequent merger or other
acquisition of the Company, to buy shares of common stock of the acquiring
entity at one-half of the market price of those shares.
Mobile Mini, Inc. will be able to redeem the Rights at $0.01 per Right
at any time until a person or group acquires 15% or more of the Company's
shares.
A letter outlining the Shareholder Rights Plan in more detail will be
sent to the Company's stockholders following the record date.
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Mobile Mini, Inc. is a leading provider of portable storage solutions
through its fleet of over 38,000 portable storage units. The Company currently
operates 18 branches located in eleven states.
CONTACT: -OR- INVESTOR RELATIONS COUNSEL:
Larry Trachtenberg, The Equity Group Inc.
Executive VP & Chief Financial Officer Linda Latman
Mobile Mini, Inc. (212) 836-9609
(480) 894-6311 www.theequitygroup.com
www.mobilemini.com
