Edgar Filing: PUBLIC STORAGE INC /CA

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2001
REGISTRATION NO. 333-

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------
PUBLIC STORAGE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CALIFORNIA 95-3551121
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION) HARVEY LENKIN
PUBLIC STORAGE, INC.
701 WESTERN AVENUE 701 WESTERN AVENUE
GLENDALE, CALIFORNIA 91201 GLENDALE, CALIFORNIA 91201
(818) 244-8080 (818) 244-8080
(ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP
TELEPHONE NUMBER, INCLUDING CODE, AND TELEPHONE NUMBER,
AREA CODE, OF REGISTRANT'S PRINCIPAL INCLUDING AREA CODE, OF
EXECUTIVE OFFICES) AGENT FOR SERVICE)

--------------
COPIES TO:
DAVID GOLDBERG, ESQ.
PUBLIC STORAGE, INC.
701 WESTERN AVENUE
GLENDALE, CALIFORNIA 91201
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]

If this Form is filed to register additional securities for an offering pursuant
to rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-81041

If this Form is a post-effective amendment filed pursuant to Rule 462(a) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.

This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. This Registration Statement hereby
incorporates in its entirety by reference the contents of the Registrant's
Registration Statement on Form S-3 (File No. 333-81041).

CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
--------------------------------------------------------------------------------------------------------

8.000% Cumulative
Preferred Stock, Series R,
$.01 par value per share
(the "Preferred Stock")....... (1) (2) (1)(2) N/A
Depositary Shares Each
Representing 1/1,000 of a
Share of Preferred Stock
(the "Depositary Shares")...... 3,396,400 $25.00 $84,910,000 $21,228
Total........................ $84,910,000 (2) $84,910,000 $21,228(3)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------

(1) There is being registered hereunder shares of Preferred Stock, and
Depositary Shares representing 1/1,000 of a share of Preferred Stock.
Depositary Receipts will be distributed to those persons acquiring such
fractional interests and the shares of Preferred Stock will be issued to a
Depositary under a Deposit Agreement.
(2) No separate consideration will be received for any Preferred Stock
represented by Depositary Shares.
(3) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Glendale, State of California, on the 5th day of
September, 2001.

PUBLIC STORAGE, INC.

By: /s/ B. Wayne Hughes
--------------------------------------
B. Wayne Hughes, Chairman of the Board

Each person whose signature appears below hereby authorizes B. Wayne Hughes
and Harvey Lenkin, and each of them, as attorney-in-fact, to sign on his behalf,
individually and in each capacity stated below, any amendment, including post-
effective amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE CAPACITY DATE
--------- -------- ----

/s/ B. Wayne Hughes Chairman of the Board, Chief September 5, 2001
-----------------------------
B. Wayne Hughes Executive Officer and Director
(principal executive officer)

/s/ Harvey Lenkin President and Director
-----------------------------
Harvey Lenkin September 5, 2001

/s/ Marvin M. Lotz Senior Vice President and Director September 5, 2001
-----------------------------
Marvin M. Lotz

/s/ B. Wayne Hughes, Jr. Vice President and Director September 5, 2001
-----------------------------
B. Wayne Hughes, Jr.

Senior Vice President and September 5, 2001
/s/ John Reyes Chief Financial Officer
-----------------------------
John Reyes (principal financial officer and
principal accounting officer)

/s/ Robert J. Abernethy Director September 5, 2001
-----------------------------
Robert J. Abernethy

/s/ Dann V. Angeloff Director September 5, 2001
-----------------------------

Dann V. Angeloff

/s/ William C. Baker Director September 5, 2001
-----------------------------
William C. Baker

Director
_____________________________
Thomas J. Barrack, Jr.

/s/ Uri P. Harkham Director September 5, 2001
-----------------------------
Uri P. Harkham

Director
_____________________________
Daniel C. Staton

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
------- ------------------------
5.1 Opinion of David Goldberg as to the legality of the securities being
registered.
8.1 Opinion of Hogan & Hartson L.L.P. re tax matters.
23.1 Consent of Independent Auditors.
23.2 Consent of David Goldberg (included in Exhibit 5.1).
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1).