SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) June 16, 2003
PUBLIC STORAGE, INC.
--------------------
(Exact name of registrant as specified in charter)
California 1-8389 95-3551121
---------- ------ ----------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
701 Western Avenue, Glendale, California 91201-2397
---------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (818) 244-8080
--------------
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events and Required FD Disclosure
On June 16, 2003, a complaint for declaratory relief was filed in the
California Superior Court, Central District, Los Angeles County, by Tamara H.
Gustavson, B. Wayne Hughes, individually and as trustee, and B. Wayne Hughes,
Jr., as plaintiffs, and naming Public Storage, Inc. (the "Company"), as
defendant. B. Wayne Hughes is the Chairman of the Board of Directors (and
formerly the Chief Executive Officer) of the Company, Tamara H. Gustavson is his
daughter and was formerly an officer of the Company, and B. Wayne Hughes, Jr.,
is his son and is currently a director and was formerly an officer of the
Company.
The complaint relates to the Company's acquisition from the plaintiffs
of all the outstanding shares of PS Insurance Company, Ltd. ("PSIC"), which was
completed on December 31, 2001. In exchange for their shares in PSIC, the
Company issued to the plaintiffs 1,439,765 shares of its common stock (or a net
of 1,138,733 shares, after taking into account 301,032 shares held by PSIC). The
transaction was approved in March 2001 by the disinterested directors of the
Company, and a financial advisor issued a fairness opinion to the Company's
Board of Directors on the transaction.
As the Company has previously reported, a shareholder of the Company
has made a demand on the Board of the Directors that challenged the fairness of
the acquisition of PSIC and demanded that the Company recover profits earned by
PSIC from November 1995 through December 2001 and that the entire purchase price
paid for PSIC in excess of its net assets be returned to the Company. The
Company Board of Directors has authorized an inquiry by its independent
directors to review the fairness of this transaction to the Company's
shareholders and the Company's ability to have started its own tenant
reinsurance business in 1995.
In their complaint, the plaintiffs are seeking the court to make (i) a
binding declaration either that the Company is not entitled to recover profits
or other moneys earned by PSIC from November 1995 through December 2001; or of
the amounts that the plaintiffs should surrender to the Company if it determines
that the Company is entitled to recover any of such profits or moneys; and (ii)
a binding declaration either that the Company cannot establish that the
acquisition agreement was not just and reasonable as to the Company at the time
it was authorized, approved or ratified; or of the amounts the plaintiffs should
surrender to the Company, if it determines that the agreement was not just and
reasonable to the Company at that time, and order the plaintiffs to do so.
Plaintiffs are not seeking any payments from the Company. In the event of a
determination that plaintiffs are obligated to pay certain amounts to the
Company, the complaint states that they have agreed to be bound by that
determination to pay such amounts to the Company.
2
The Company believes that plaintiffs' action will ultimately resolve
matters relating to PSIC and will not have any financially adverse effect on the
Company (other than the costs and other expenses relating to the lawsuit).
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.
PUBLIC STORAGE, INC.
By: /s/ Harvey Lenkin
---------------------
Harvey Lenkin
President
Date: June 18, 2003
3