UNITED STATES
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
MARCH 6, 2006
Date of Report (Date of earliest event reported)
PUBLIC STORAGE, INC.
(Exact name of registrant as specified in its charter)
California 1-8389 95-3551121
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
701 Western Avenue, Glendale, California 91201-2349
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
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:
[X] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
MERGER AGREEMENT
On March 6, 2006, Public Storage, Inc. ("Public Storage") entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 6,
2006, by and among Shurgard Storage Centers, Inc. ("Shurgard"), Public Storage
and ASKL Sub LLC ("ASKL"), a Delaware limited liability company and subsidiary
of Public Storage. The Merger Agreement contemplates a merger (the "Merger")
whereby Shurgard will be merged with and into ASKL, each outstanding share of
common stock of Shurgard will be converted into the right to receive 0.82 of a
fully paid and nonassessable share of Public Storage common stock, each
outstanding share of Series C Preferred Stock and Series D Preferred Stock of
Shurgard is expected to be redeemed in accordance with its respective terms, and
Public Storage will assume approximately $1.8 billion of Shurgard debt. Holders
of Shurgard's stock options, restricted stock units and shares of restricted
stock will receive, subject to adjustments, options exercisable for shares of
Public Storage common stock, restricted stock units and restricted shares of
Public Storage common stock, respectively.
The Merger Agreement has been approved by the Board of Directors of both Public
Storage and Shurgard. The Merger is subject to Shurgard's shareholders approving
the merger, to Public Storage's shareholders approving the issuance of shares of
Public Storage stock to be used as merger consideration and other customary
closing conditions.
Shurgard has made certain representations and warranties in the Merger Agreement
to Public Storage and ASKL, and Shurgard has agreed to certain covenants,
including, among others, subject to certain exceptions to permit Shurgard's
Board of Directors to comply with its fiduciary duties, an obligation not to
solicit, negotiate, provide information in furtherance of, approve, recommend or
enter into an Acquisition Proposal (as defined in the Merger Agreement).
The Merger Agreement contains representations and warranties that the parties
have made to each other as of specific dates. The assertions embodied in those
representations and warranties were made solely for purposes of the contract
between the parties, and may be subject to important qualifications and
limitations agreed to by the parties in connection with negotiating its terms.
Moreover, the representations and warranties are subject to a contractual
standard of materiality that may be different from what may be viewed as
material to shareholders, and the representations and warranties may have been
used for the purpose of allocating risk between the parties rather than
establishing matters as facts.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
VOTING AGREEMENT
In connection with the execution of the Merger Agreement, Charles K. Barbo
entered into a Voting Agreement, dated as of March 6, 2006 (the "Shurgard Voting
Agreement"), with Public Storage, pursuant to which, among other things, Mr.
Barbo agreed to vote all of his shares of
Shurgard common stock, representing approximately 3% of outstanding shares, in
favor of the adoption of the Merger Agreement and the approval of the
transactions contemplated by the Merger Agreement. The Shurgard Voting Agreement
will terminate upon the earlier to occur of (i) the effective time of the Merger
and (ii) the termination of the Merger Agreement.
In addition, Shurgard entered into a Stockholders Voting Agreement, dated as of
March 6, 2006 (the "Public Storage Voting Agreement" and together with the
Shurgard Voting Agreement, the "Voting Agreements"), with certain shareholders
of Public Storage. Pursuant to the Public Storage Voting Agreement, such
shareholders agreed, among other things, to vote all of their shares of Public
Storage common stock, representing approximately 35% of outstanding shares in
favor of the adoption of the Merger Agreement and the approval of the
transactions contemplated by the Merger Agreement. The Public Storage Voting
Agreement will terminate upon the earlier to occur of (i) the effective time of
the Merger and (ii) the termination of the Merger Agreement.
The foregoing description of the Voting Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Voting Agreements. A copy of the Shurgard Voting Agreement is filed as Exhibit
10.1 hereto and is incorporated herein by reference. For similar reasons
discussed above with respect to the representations and warranties contained in
the Merger Agreement, no person should rely on the representations and
warranties of the Voting Agreement as statements of factual information.
ITEM 8.01 OTHER ITEMS
PRESS RELEASE
On March 7, 2006, Public Storage, Inc. issued a joint press release related to
these matters. A copy of such joint press release is furnished as Exhibit 99.1
hereto.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical and factual information contained herein, the matters
set forth in this filing, including statements as to the expected benefits of
the proposed merger such as efficiencies, cost savings, market profile and
financial strength, and the competitive ability and position of the combined
company, and other statements identified by words such as "expects," "believes,"
"will," and similar expressions are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance, achievements or transactions of Public Storage, Inc., Shurgard
Storage Centers, Inc. and their affiliates or industry results or the benefits
of the proposed merger to be materially different from any future results,
performance, achievements or transactions expressed or implied by such
forward-looking statements. Such risks, uncertainties and other factors relate
to, among others, difficulties encountered in integrating the companies,
approval of the transaction by the shareholders of the companies, the
satisfaction of closing conditions to the transaction, inability to realize the
expected synergies, unanticipated operating costs and the effects of general and
local economic and real estate conditions. Additional information or factors
which could impact the companies and the forward-looking statements contained
herein are included in each company's filings with the Securities and Exchange
Commission. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this communication. The companies
assume no obligation to update or supplement forward-looking statements that
become untrue because of subsequent events.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Public Storage and Shurgard expect
to file a joint proxy statement/prospectus as part of a registration statement
regarding the proposed merger with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT PUBLIC
STORAGE AND SHURGARD AND THE PROPOSED MERGER. Investors and security holders may
obtain a free copy of the definitive proxy statement/prospectus if and when they
become available and other documents filed by Public Storage and Shurgard with
the SEC at the SEC's website at www.sec.gov. The definitive joint proxy
statement/prospectus and other relevant documents if and when they become
available may also be obtained free of charge from Public Storage or Shurgard by
directing such request to: Public Storage, Inc., 701 Western Avenue, Glendale,
CA 91201-2349, Attention: Investor Relations or Shurgard Storage Centers, Inc.,
1155 Valley Street, Suite 400, Seattle, WA 98109, Attention: Investor Relations.
Investors and security holders are urged to read the proxy statement, prospectus
and other relevant material if and when they become available before making any
voting or investment decisions with respect to the merger.
Public Storage and Shurgard and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Public Storage and Shurgard in connection with the merger.
Information about Public Storage and its directors and executive officers, and
their ownership of Public Storage securities, is set forth in the proxy
statement for Public Storage 2005 Annual Meeting of Shareholders, which was
filed with the SEC on April 7, 2005. Information about Shurgard and its
directors and executive officers, and their ownership of Shurgard securities, is
set forth in the proxy statement for the 2005 Annual Meeting of Shareholders of
Shurgard, which was filed with the SEC on April 7, 2005. Additional information
regarding the interests of those persons may be obtained by reading the proxy
statement/prospectus when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
2.1 Merger Agreement, dated as of March 6, 2006, by and among Shurgard
Storage Centers, Inc., ASKL Sub LLC and Public Storage, Inc.
10.1 Voting Agreement, dated as of March 6, 2006, by and among Charles
K. Barbo and Public Storage, Inc.
99.1 Joint Press Release, dated March 7, 2006, of Public Storage, Inc.
and Shurgard Storage Centers, Inc.
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.
Dated: March 7, 2006 By: /s/ Stephanie Heim
----------------------------------
Name: Stephanie Heim
Title: Vice President
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
2.1 Merger Agreement, dated as of March 6, 2006, by and among Shurgard
Storage Centers, Inc., ASKL Sub LLC and Public Storage, Inc.
10.1 Voting Agreement, dated as of March 6, 2006, by and among Charles
K. Barbo and Public Storage, Inc.
99.1 Joint Press Release, dated March 7, 2006, of Public Storage, Inc.
and Shurgard Storage Centers, Inc.