Public Storage 2003 Annual Report Download - page 36

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depositary shares, raising net proceeds of approximately $20,294,000. In November 2001, the Company
completed a direct placement of 100,000 depositary shares, raising net proceeds of approximately
$2,690,000. In January 2000, the Company issued 4,300,555 depositary shares (2,200,555 shares as part
of a special distribution declared on November 15, 1999 and 2,100,000 shares in a separate public
offering). In addition, in the second quarter of 2000, the Company issued 52,547 depositary shares to a
related party in connection with the acquisition of real estate facilities. In December 2000, the Company
issued 1,282,500 depositary shares in a public offering. All of the issuances of the depositary shares
described in this paragraph were registered under the Securities Act at the time of issuance.
At December 31, 2003, we had 8,776,102 depositary shares outstanding, each representing
1/1,000 of a share of Equity Stock A. The Equity Stock A ranks on a parity with common stock and junior
to the Senior Preferred Stock with respect to distributions and liquidation and has a liquidation amount
which cannot exceed $24.50 per share. Distributions with respect to each depositary share shall be the
lesser of: a) five times the per share dividend on the Common Stock or b) $2.45 per annum. Except in
order to preserve the Companys federal income tax status as a REIT, we may not redeem the depositary
shares before March 31, 2010. On or after March 31, 2010, we may, at our option, redeem the depositary
shares at $24.50 per depositary share. If the Company fails to preserve its Federal income tax status as a
REIT, each depositary share will be convertible into 0.956 shares of our common stock. The depositary
shares are otherwise not convertible into common stock. Holders of depositary shares vote as a single class
with our holders of common stock on shareholder matters, but the depositary shares have the equivalent of
one-tenth of a vote per depositary share. We have no obligation to pay distributions on the depositary
shares if no distributions are paid to common shareholders.
In June 1997, we contributed $22,500,000 (225,000 shares) of equity stock, now designated as
Equity Stock, Series AA (Equity Stock AA) to a partnership in which we are the general partner. As a
result of this contribution, we obtained a controlling interest in the partnership and began to consolidate the
accounts of the partnership and therefore the equity stock is eliminated in consolidation. The Equity Stock
AA ranks on a parity with Common Stock and junior to the Senior Preferred Stock with respect to general
preference rights and has a liquidation amount of ten times the amount paid to each Common Share up to a
maximum of $100 per share. Quarterly distributions per share on the Equity Stock AA are equal to the
lesser of (i) 10 times the amount paid per Common Stock or (ii) $2.20. We have no obligation to pay
distributions if no distributions are paid to common shareholders.
In November 1999, we sold $100,000,000 (4,289,544 shares) of Equity Stock, Series AAA
(Equity Stock AAA) to a newly formed joint venture. We control the joint venture and consolidate the
accounts of the joint venture, and accordingly the Equity Stock AAA is eliminated in consolidation. The
Equity Stock AAA ranks on a parity with common stock and junior to the Senior Preferred Stock (as
defined below) with respect to general preference rights, and has a liquidation amount equal to 120% of the
amount distributed to each common share. Annual distributions per share are equal to the lesser of (i) five
times the amount paid per common share or (ii) $2.1564. We have no obligation to pay distributions if no
distributions are paid to common shareholders.