UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 on
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 22, 2006
(Date of earliest event reported)
Public Storage, Inc.
(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
1-8389 95-3551121
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(Commission File Number) (IRS Employer Identification No.)
701 Western Avenue, Glendale, California 91201-2349
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(Address of Principal Executive Offices) (Zip Code)
(818) 244-8080
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(Registrant's Telephone Number, Including Area Code)
Not applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This Amendment No. 1 amends the Current Report on Form 8-K of Public
Storage, Inc. ("Public Storage") filed with the United States Securities and
Exchange Commission on August 23, 2006 related to the acquisition of Shurgard
Storage Centers, Inc. ("Shurgard") pursuant to an Agreement and Plan of Merger,
dated as of March 6, 2006, by and among Shurgard, Public Storage and Shurgard
Storage Centers LLC (formerly known as ASKL Sub LLC), a Delaware limited
liability company and subsidiary of Public Storage. This Form 8-K/A amends the
Form 8-K filed on August 23, 2006 to include the financial statements and pro
forma financial information required by Item 9.01 of Form 8-K and to furnish
certain other information. The information previously reported under Item 2.01
in the Form 8-K filed on August 23, 2006 is hereby incorporated by reference
into this Form 8-K/A.
ITEM 7.01 REGULATION FD DISCLOSURE
The information provided herein in Item 7.01 of this Form 8-K/A shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such filing.
(a) Recent liquidity events
On June 30, 2006, our cash balance was approximately $983,630,000. As a
result of the net impact of the Shurgard Merger and associated transactions as
reflected in the accompanying pro-forma balance sheet and income statement, our
cash balance was reduced to approximately $212,598,000 on a pro-forma basis at
June 30, 2006.
We have had additional financing and investing transactions after June
30, 2006 that are not reflected on the pro forma financial statements because
they were not directly related to the Shurgard merger, as follows:
o On August 8, 2006, we issued 18,400,000 depositary shares, each
representing 1/1,000 of a share of our 7.25% Cumulative Preferred
Stock, Series K, for aggregate gross proceeds of $460.0 million.
o On August 23, 2006, we acquired the remaining partnership interests
that we did not own in a series of partnerships. These partnerships,
which were formed by Shurgard, owned 20 self-storage facilities located
in Florida. The aggregate acquisition cost was approximately $16.5
million in cash.
o On September 6, 2006, we acquired the remaining partnership interests
in various partnerships that we did not own for an aggregate cost of
approximately $44.3 million in cash. These partnerships, which were
formed by Shurgard, owned 47 self-storage facilities located in North
Carolina and South Carolina.
o On September 28, 2006, we redeemed all of our outstanding 8.000%
Cumulative Preferred Stock, Series R, for a total redemption value of
$510.0 million, plus accrued dividends
o On September 26, 2006, we called for redemption all outstanding
depositary shares representing interests in our 7.875% Cumulative
Preferred Stock, Series S. The redemption will occur on October 31,
2006. The aggregate redemption amount to be paid to all holders of the
depositary shares, before payment of accrued dividends, is
approximately $143.8 million.
(b) Earnings for the quarter ended September 30, 2006
During the three months ended September 30, 2006, we expect to report
significant incremental expenses, principally associated with the integration of
Shurgard's operations into Public Storage's operations, the wind-down of
Shurgard's business affairs, and the reduction in capitalized development costs
for development projects that will no longer be pursued. These incremental
expenses are subject to change, but are currently estimated to be between
approximately $25,000,000 and $30,000,000, or approximately $0.17 to $0.21 per
common share based upon estimated weighted average shares outstanding totaling
approximately 146.0 million shares for the quarter ended September 30, 2006. We
expect to incur additional expenses in the quarter ended December 31, 2006
related to the continued winding down of the business affairs of Shurgard,
however, such expenses are expected to be significantly less than those
experienced in the quarter ended September 30, 2006. None of these expenses are
included in the pro forma financial statements filed within because they are not
expected to be recurring.
In addition, as a result of the aforementioned redemption activities
with respect to our Series R and Series S Cumulative Preferred Stock, pursuant
to Emerging Issues Task Force Topic D-42, "The Effect on the Calculation of
Earnings per Share for the Redemption or the Induced Conversion of Preferred
Stock" ("EITF D-42") we expect to reflect an additional allocation of income to
the preferred shareholders based upon the original issue costs, of approximately
$21,643,000 for the quarter ended September 30, 2006, representing approximately
$0.15 per common share based upon estimated weighted average shares outstanding
totaling approximately 146 million shares for the quarter ended September 30,
2006.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Audited Financial Statements of Shurgard as of December 31, 2005 and
2004 and for the years ended December 31, 2005, 2004, and 2003 and Unaudited
Financial Statements of Shurgard as of June 30, 2006 and for the six months
ended June 30, 2006 and 2005 are set forth as Exhibits 99.3 and 99.4 and are
incorporated herein by reference.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated Financial Statements of
Public Storage (i) as of June 30, 2006 and for the six months then ended and
(ii) for the year ended December 31, 2005 are set forth herein as Exhibits 99.1
and 99.2 and are incorporated herein by reference.
(d) Exhibits.
The following are filed as Exhibits to this Report.
Exhibit No. Exhibit Description
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23.1 Consent of PricewaterhouseCoopers LLP, independent registered public
accounting firm for Shurgard.
23.2 Consent of Deloitte Reviseurs d'Entreprises, independent auditor of
Shurgard Self Storage, SCA.
99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of
Public Storage as of June 30, 2006 and for the six months then
ended.
99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements of
Public Storage for the year ended December 31, 2005 (attached as
Exhibit 99.1 to a Current Report on Form 8-K filed by Public Storage
on April 24, 2006 and incorporated herein by reference).
99.3 Audited Financial Statements of Shurgard as of December 31, 2005 and
2004 and for the years ended December 31, 2005, 2004, and 2003 (set
forth in Shurgard's Form 8-K dated May 23, 2006 as exhibit 99.3, and
incorporated herein by reference).
99.4 Unaudited Financial Statements of Shurgard as of June 30, 2006 and
for the six months ended June 30, 2006 and 2005 (set forth on pages
3 to 31 of the Quarterly Report on Form 10-Q of Shurgard for the
quarter ended June 30, 2006 and incorporated herein by reference).
SIGNATURES
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.
Date: October 10, 2006 By:/s/ John Reyes
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Name: John Reyes
Title: Senior Vice President &
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit Description
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23.1 Consent of PricewaterhouseCoopers LLP, independent registered public
accounting firm for Shurgard.
23.2 Consent of Deloitte Reviseurs d'Entreprises, independent auditor of
Shurgard Self Storage, SCA.
99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of
Public Storage as of June 30, 2006 and for the six months then
ended.
99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements of
Public Storage for the year ended December 31, 2005 (attached as
Exhibit 99.1 to a Current Report on Form 8-K filed by Public Storage
on April 24, 2006 and incorporated herein by reference).
99.3 Audited Financial Statements of Shurgard as of December 31, 2005 and
2004 and for the years ended December 31, 2005, 2004, and 2003 (set
forth in Shurgard's Form 8-K dated May 23, 2006 as exhibit 99.3, and
incorporated herein by reference).
99.4 Unaudited Financial Statements of Shurgard as of June 30, 2006 and
for the six months ended June 30, 2006 and 2005 (set forth on pages
3 to 31 of the Quarterly Report on Form 10-Q of Shurgard for the
quarter ended June 30, 2006 and incorporated herein by reference).
Exhibit 23.1 Consent of PricewaterhouseCoopers, LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (Nos. 333-81041; 333-101425; 333-115660; 333-130137; and
333-136169), and on Form S-8 (Nos. 33-36004; 33-55541; 333-13463; 333-75327;
333-50270; 333-52400; and 333-59218) of Public Storage Inc., of our report dated
March 20, 2006, except with respect to our opinions on the consolidated
financial statements and financial statement schedule insofar as they relate to
the effects of the discontinued operations as discussed in Note 25, as to which
the date is May 23, 2006, relating to the financial statements, financial
statement schedule, management's assessment of the effectiveness of internal
control over financial reporting and the effectiveness of internal control over
financial reporting of Shurgard Storage Centers, Inc., which is incorporated by
reference in this Current Report on Form 8-K/A of Public Storage, Inc., dated
October 10, 2006.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Seattle, Washington
October 10, 2006
Exhibit 23.2 Consent of Deloitte Reviseurs d'Entreprises
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (Nos. 333-81041; 333-101425; 333-115660; 333-130137; and
333-136169) and on Form S-8 (Nos. 33-36004; 33-55541; 333-13463; 333-75327;
333-50270; 333-52400; and 333-59218), of our report dated April 23, 2004
relating to the consolidated financial statements of Shurgard Self-Storage, SCA
which is incorporated by reference in this Current Report on Form 8K/A of Public
Storage Inc. dated October 10, 2006.
/s/ Deloitte Reviseurs d'Entreprises
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Deloitte Reviseurs d'Entreprises
SC s.f.d. SCRL
Represented by Daniel Kroes
October 9, 2006