Public Storage 2002 Annual Report Download - page 103

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PUBLIC STORAGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
F-26
(a) Includes 10,000 shares purchased in January 2001 from a corporation wholly-owned by a director of the Company for an
aggregate of $251,875 cash. Includes 2,619,893 shares purchased in March 2001 from a limited liability company of which
a director of the Company is a controlling member for an aggregate of $68,064,820 in cash. In each transaction, the
purchase price approximated market value as of the date of each transaction.
As previously announced, the Board of Directors authorized the repurchase from time to time of up to
10,000,000 shares of the Company’s common stock on the open market or in privately negotiated transactions.
On March 4, 2000, the Board of Directors increased the authorized number of shares that the Company could
repurchase to 15,000,000. On March 15, 2001, the Board of Directors increased the authorized number of
shares the Company could repurchase to 20,000,000. During 2001, the Board of Directors increased the
authorized number of shares the Company could repurchase to 25,000,000. Cumulatively through December
31, 2002, we repurchased a total of 21,497,020 shares of common stock at an aggregate cost of approximately
$535,862,000.
During 2001, we entered into an arrangement with a financial institution whereby we sold to the
institution the right to require us to purchase from the institution (or, at our option, pay in cash or common stock
the differential between the market price and $26.26 per share) up to 1,000,000 shares of our common stock at a
price of $26.26 on certain dates in September 2001 and October 2001. In exchange for this right, the financial
institution paid us $910,000, the amount of which was reflected as an increase to our paid-in capital. The right
expired without being exercised.
At December 31, 2002, we had 10,291,914 shares of common stock reserved in connection with the
Company’s stock option plans (Note 12), 7,000,000 shares of common stock reserved for the conversion of the
Class B Common Stock and 237,935 shares reserved for the conversion of Convertible Units.
Class B Common Stock
The Class B Common Stock participates in distributions at the rate of 97% of the per share
distributions on the Common Stock, provided that cumulative distributions of at least $0.22 per quarter per
share have been paid on the Common Stock. The Class B Common Stock will not participate in liquidating
distributions, not be entitled to vote (except as expressly required by California law) and automatically converts
into Common Stock, on a share for share basis, upon the later to occur of FFO, as defined, per common share
aggregating $3.00 during any period of four consecutive calendar quarters or January 1, 2003. The financial
condition of attaining FFO per common share was met on March 31, 2002, accordingly, on January 1, 2003, the
Class B Common Stock converted into Common Stock on a share for share basis.
Equity Stock
The Company is authorized to issue up to 200,000,000 shares of Equity Stock. The Articles of
Incorporation provide that the Equity Stock may be issued from time to time in one or more series and gives the
Board of Directors broad authority to fix the dividend and distribution rights, conversion and voting rights,
redemption provisions and liquidation rights of each series of Equity Stock.
Equity Stock, Series A
As of December 31, 2002, there were 8,776,102 depositary shares, each representing 1/1,000 of a
share, of Equity Stock, Series A outstanding. The following table summarizes the activity: