FORM SC 13D/A

0000950152-09-000184.txt : 20090109 0000950152-09-000184.hdr.sgml : 20090109 20090109152546 ACCESSION NUMBER: 0000950152-09-000184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090109 DATE AS OF CHANGE: 20090109 GROUP MEMBERS: LORETTA AMSDELL FAMILY IRREVOCABLE TRUST GROUP MEMBERS: ROBERT J. AMSDELL FAMILY IRREVOCABLE TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSDELL TODD C CENTRAL INDEX KEY: 0001306272 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 440-234-0700 MAIL ADDRESS: STREET 1: 6745 ENGLE ROAD STREET 2: SUITE 300 CITY: MIDDLEBURG HEIGHTS STATE: OH ZIP: 44130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U-Store-It Trust CENTRAL INDEX KEY: 0001298675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 201024732 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80122 FILM NUMBER: 09518540 BUSINESS ADDRESS: STREET 1: 50 PUBLIC SQUARE STREET 2: SUITE 2800 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: (216) 274-1340 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE STREET 2: SUITE 2800 CITY: CLEVELAND STATE: OH ZIP: 44113 SC 13D/A 1 l35066asc13dza.htm FORM SC 13D/A FORM SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1 )

U-Store-It Trust

(Name of Issuer)

Common Shares of Beneficial Interest

(Title of Class of Securities)

91274F 10 4

(CUSIP Number)

Todd C. Amsdell, Amsdell Companies, 20445 Emerald Parkway Drive SW, Suite 220, Cleveland, OH 44135, (216) 458-0670

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 30, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		91274F 10 4		Page		2		of		7

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Todd C. Amsdell

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

8,331,384*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

8,331,384*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,331,384*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

14.4%

TYPE OF REPORTING PERSON (see instructions)

* Includes 3,921,850 shares owned by the Robert J. Amsdell Family Irrevocable Trust, of which Mr. Amsdell is the business advisor and a beneficiary and 3,921,850 shares owned by the Loretta Amsdell Family Irrevocable Trust, of which Mr. Amsdell is the business advisor and a beneficiary. Mr. Amsdell disclaims beneficial ownership of the securities held by each of the trusts except to the extent of his pecuniary interest therein.


CUSIP No.		91274F 10 4		Page		3		of		7


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Robert J. Amsdell Family Irrevocable Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (see instructions)



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ohio

		7	SOLE VOTING POWER

NUMBER OF			3,921,850

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,921,850

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,921,850

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	6.8%

14	TYPE OF REPORTING PERSON (see instructions)

	OO


CUSIP No.		91274F 10 4		Page		4		of		7


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Loretta Amsdell Family Irrevocable Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ohio

		7	SOLE VOTING POWER

NUMBER OF			3,921,850

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,921,850

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,921,850

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	6.8%

14	TYPE OF REPORTING PERSON (see instructions)

	OO


CUSIP No. 91274F 10 4		Page 5 of 7

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 1 to Schedule 13D is filed by Todd C. Amsdell, the Robert F. Amsdell Family Irrevocable Trust (the “Robert Amsdell Trust”) and the Loretta Amsdell Family Irrevocable Trust (the “Loretta Amsdell Trust”) (together with the Robert Amsdell Trust, the “Trusts”), relating to common shares of beneficial interest, par value $0.01 per share (the “Shares”), of U-Store-It Trust (“YSI”), a Maryland real estate investment trust. Todd Amsdell is the business advisor and a beneficiary of the Trusts.

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented as follows:

On December 30, 2008, Todd Amsdell submitted a letter to YSI nominating himself and David P. Horton for election to YSI’s Board of Trustees at YSI’s upcoming annual meeting of shareholders. On January 2, 2009, Todd Amsdell sent a supplement to the nomination letter to YSI. The letters are attached as Exhibits 7.1 and 7.2, respectively.

Robert J. Amsdell and Barry L. Amsdell have informed Todd Amsdell that they support his nominations. As a result, Todd Amsdell and the Trusts may be considered members of a “group” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with Robert Amsdell, Barry Amsdell and various entities owned by Robert and Barry Amsdell. As members of a group, Todd Amsdell and the Trusts may be considered the beneficial owners of the Shares owned by Robert and Barry Amsdell. Todd Amsdell and the Trusts disclaim membership in a group with, and beneficial ownership of Shares held by, Robert and Barry Amsdell.

Todd Amsdell and the Trusts reserve the right to purchase additional Shares or dispose of Shares as market conditions warrant. Further, subject to applicable laws and regulations, Todd Amsdell may formulate plans and proposals that relate to or may result in any of the following:

(i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving YSI;

(ii) the sale or transfer of a material amount of assets of YSI;

(iii) a change in the present board of directors or management of YSI;

(iv) a material change in the present capitalization or dividend policy of YSI;

(v) a material change in the business or corporate structure of YSI;

(vi) a change to the declaration of trust, or bylaws of YSI, or an impediment to the acquisition of control of YSI, by any person;

(vii) the delisting from the New York Stock Exchange of YSI’s Shares;


CUSIP No. 91274F 10 4		Page 6 of 7

(viii) a class of equity securities of YSI becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(ix) any action similar to any of those enumerated in (i) through (viii) above.

Item 5. Interest in Securities of the Issuer.

Items 5(a), 5(b) and 5(c) are amended and supplemented as follows:

(a) According to the most recently available filing with the Securities and Exchange Commission by YSI, there are 57,829,845 Shares outstanding.

Todd Amsdell beneficially owns 8,331,384 Shares, or 14.4% of the outstanding Shares, of which 487,684 Shares are owned by him individually, 3,921,850 Shares are owned by the Robert Amsdell Trust and 3,921,850 Shares are owned by the Loretta Amsdell Trust. The Robert Amsdell Trust beneficially owns 3,921,850 Shares, or 6.8% of the outstanding Shares. The Loretta Amsdell Trust beneficially owns 3,921,850 Shares, or 6.8% of the outstanding Shares.

(b) Todd Amsdell has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the Shares owned by him individually. As the business advisor of the Robert Amsdell Trust, Todd Amsdell has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the Shares owned by the trust. As the business advisor of the Loretta Amsdell Trust, Todd Amsdell has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the Shares owned by the trust. Todd Amsdell disclaims beneficial ownership of the securities held by each of the Trusts except to the extent of his pecuniary interest therein.

(c) On December 4, 2008, Todd Amsdell sold 13,800 Shares owned by him individually in an open market transaction at a price of $4.20 per Share. The Trusts have not effectuated any transactions in the Shares in the past 60 days.

Item 7. Material to be Filed as Exhibits.


7.1		Director Nomination Letter to U-Store-It Trust dated December 30, 2008

7.2		Supplement to Director Nomination Letter dated January 2, 2009

7.3		Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 9, 2009


	/s/ Todd C. Amsdell
	Todd C. Amsdell


	Robert J. Amsdell Family Irrevocable Trust
	/s/ Bernard L. Karr
	By: Bernard L. Karr, Trustee


	Loretta Amsdell Family Irrevocable Trust
	/s/ Bernard L. Karr
	By: Bernard L. Karr, Trustee

Page 7 of 7

EXHIBIT INDEX


Exhibit Number		Description

7.1		Director Nomination Letter to U-Store-It Trust dated December 30, 2008

7.2		Supplement to Director Nomination Letter dated January 2, 2009

7.3		Joint Filing Agreement

EX-7.1 2 l35066aexv7w1.htm EX-7.1 EX-7.1

Exhibit 7.1


Todd C. Amsdell		20935 Avalon Drive Rocky River, Ohio 44116 Tel: (216) 337-0234

December 30, 2008

VIA OVERNIGHT COURRIER AND EMAIL

U-Store-It Trust
460 E. Swedesford Road
Suite 3000
Wayne, PA 19087
Attn: Kathleen A. Weigand, Corporate Secretary (or her successor as Corporate Secretary)

Re: Trustee Nominations for the U-Store-It Trust

Dear Ms. Weigand:

As a shareholder of U-Store-It Trust, a Maryland real estate investment trust (“YSI”), I nominate myself and David P. Horton for election to YSI’s Board of Trustees at the upcoming annual meeting of shareholders. I believe that YSI will benefit from the industry experience that Mr. Horton and I will bring to the Board. My intimate experience with the development and operations of YSI’s properties and Mr. Horton’s extensive background in accounting and finance will bring a wealth of expertise and a healthy perspective to the Board’s deliberations. I strongly believe that our involvement will help facilitate the planning and direction needed to ultimately enhance shareholder value. I am hopeful that the nominating committee will arrive at the same conclusion.

Pursuant to YSI’s requirements for trustee nominations, attached as Exhibits A and B is the required information for Mr. Horton and myself respectively.

By signing this letter below, I hereby consent to being named in YSI’s proxy statement as a trustee nominee and to serving as a trustee if elected. Mr. Horton’s consent is attached.

Please do not hesitate to contact me at (216) 337-0234 if you need any additional information. Mr. Horton and I will be available to meet with members of the nominating committee to discuss our qualifications to serve as trustees.


Very truly yours,
/s/ Todd C. Amsdell
Todd C. Amsdell

cc:

Christopher P. Marr
Timothy M. Martin
John A. Goode
William M. Diefendefer III (via email only)
Harold S. Haller (via email only)
John C. Dannemiller (via email only)

Enclosures

December 30, 2008

U-Store-It Trust
460 E. Swedesford Road
Suite 3000
Wayne, PA 19087
Attn: Kathleen A. Weigand, Corporate Secretary (or her successor as Corporate Secretary)

Re: Consent to Trustee Nomination

Dear Ms. Weigand:

I hereby consent to being named in YSI’s proxy statement as a trustee nominee and to serving as a trustee if elected.


Very truly yours,
/s/ David P. Horton
David P. Horton

Exhibit A

Information Regarding Nominee David P. Horton


Name and Age		David P. Horton, age 46

Residence		4748 Salems Way Medina, Ohio 44256

Business Address		Amsdell Companies One International Place 20445 Emerald Parkway Drive SW Suite 220 Cleveland, Ohio 44135

Shares Beneficially Owned or Owned of Record		75,000 common shares of beneficial interest 37,500 of these shares are jointly owned by Mr. Horton and his spouse; the remaining shares are owned by Mr. Horton. All of the shares are held by Mr. and Mrs. Horton in street name at TD Ameritrade.

Business Experience		David P. Horton is well-qualified to serve as a Trustee for YSI. He has over 20 years of experience in accounting and finance. He became CFO of the Amsdell group of companies June 1, 2008, and oversees all of the financial strategy, treasury and financial reporting functions of the companies.

		From 1999 to 2007, he served as Chief Financial Officer of Resolve Corporation and Resolve Business Outsourcing Income Fund (RBOIF), an income fund (or business trust) publicly traded on the Toronto Stock Exchange. Resolve is a market leading business services company supporting back office, marketing and customer service functions for large companies and employs over 4,000 people in 28 North American locations. During his tenure as CFO of RBOIF, he also had General Manager responsibilities overseeing the logistics and marketing support groups. In this role he developed relationships with some of North America’s largest companies while managing over 10 locations and 1,000 employees on a day to day basis. RBOIF completed its initial public offering in March 2006. In 2007, Mr. Horton left RBOIF to act as an independent business consultant.

		During the period 1991 to 1999, Mr. Horton was Vice President and Controller for Mr. Gasket, Inc., a subsidiary of Dana Corporation. Mr. Horton also spent over five years in public accounting, leaving Deloitte & Touche in 1991.

A-1

Exhibit B

Information Regarding Nominee Todd C. Amsdell


Name and Age		Todd C. Amsdell, age 40

Residence		20935 Avalon Drive Rocky River, Ohio 44116

Business Address		Amsdell Companies One International Place 20445 Emerald Parkway Drive SW Suite 220 Cleveland, Ohio 44135

Shares Beneficially Owned or Owned of Record		8,331,384 common shares of beneficial interest These shares include 487,684 shares owned by Todd Amsdell in street name at UBS Financial Services, Inc.

		These shares also include 3,921,850 shares owned by the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998 and 3,921,850 shares owned by the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998. The trusts are the record owner of some of these shares with the remainder held in street name at Credit Suisse Securities (USA) LLC. The address for each trust is c/o Bernard L. Karr, trustee, McDonald Hopkins Co., LPA, 600 Superior Avenue E., Suite 2100, Cleveland, Ohio 44114.

		Todd C. Amsdell is the business advisor and a beneficiary with respect to each trust. Mr. Amsdell may be considered a beneficial owner of the securities held in the trusts under Section 13(d) of the Exchange Act of 1934 but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Business Experience		Todd C. Amsdell is uniquely qualified to be a Trustee of YSI. Mr. Amsdell has over 20 years of experience in the self-storage industry, primarily in the development and management of self-storage properties across the United States within both the private and public company environments. He currently serves as President and CEO of the Amsdell group of companies, and is directly responsible for overseeing the executive and property management operations of all of its self-storage, office and industrial real estate properties across the country. Furthermore, Mr. Amsdell served as Chief Operating Officer of YSI from its

B-1


		initial public offering in October 2004 until February 2007, and was directly responsible for the property management operations of all of YSI’s facilities across the country. Prior to becoming COO of YSI, Mr. Amsdell served as President of U-Store-It Mini-Warehouse Co. (which became a management arm of YSI), and was directly responsible for the property management operations of over 154 self-storage properties across the country owned by various Amsdell entities (which properties later became a part of YSI). Furthermore, Mr. Amsdell has also served on the Board of Directors of the Self-Storage Association Foundation and the Diamond Storage Alliance, a network of self storage operators designed to market self storage to national commercial customers. Mr. Amsdell earned a B.A. in Economics Management from Ohio Wesleyan University. He is the son of Robert J. Amsdell, the co-founder, former Chairman of the Board of Trustees and former CEO of YSI. He is also the nephew of Barry L. Amsdell, co-founder and formerly a Trustee of YSI.

Late Section 16 Reports		As a result of his status as a former executive officer of YSI and a beneficial owner of more than 10% of its outstanding shares, Todd C. Amsdell is required to file certain reports with the Securities and Exchange Commission pursuant to Section 16(a) of the Exchange Act of 1934. One such report reporting one transaction was filed late during YSI’s fiscal year ending December 31, 2008.

Related Transactions		For the purposes of 17 C.F.R. § 229.404, neither Todd C. Amsdell nor any of his immediate family members engaged in related transactions during 2007 or 2008 other than those disclosed in YSI’s definitive proxy statement dated April 4, 2008 and other documents filed by YSI with the Securities and Exchange Commission.

B-2

EX-7.2 3 l35066aexv7w2.htm EX-7.2 EX-7.2

Exhibit 7.2


Todd C. Amsdell		20935 Avalon Drive Rocky River, Ohio 44116 Tel: (216) 337-0234

January 2, 2008

VIA EMAIL AND U.S. MAIL

U-Store-It Trust
460 E. Swedesford Road
Suite 3000
Wayne, PA 19087
Attn: Corporate Secretary

Re: Supplemental Information Regarding Nominees for Trustees of the U-Store-It Trust

Dear Sir/Madam:

It has come to our attention that the bylaws of U-Store-It Trust, a Maryland real estate investment trust (“YSI”), were amended very recently, and that the amendments change, in some respects, the information YSI seeks from shareholders with respect to nominations for election to the Board of Trustees (the “Board”). Please consider this letter and the attached Exhibit A as a supplement (the “Supplement”) to my letter dated December 30, 2008, in which I nominated myself and David P. Horton for election to the Board.

I am Vice-President, a director and a minority owner of Amsdell Construction, Inc. (“ACI”), the management company for various Amsdell family-owned companies (collectively, the “Amsdell Companies”). I receive a salary of $100,000 from ACI for serving as Vice-President. I also serve in executive management roles and own equity interests in various other Amsdell Companies.

Mr. Horton became CFO of ACI June 1, 2008, and oversees all of the financial strategy, treasury and financial reporting functions of the Amsdell Companies. As compensation for his services, he receives a salary and customary employee benefits. Since the start of his employment with the Amsdell Companies, he has received approximately $102,083 in compensation. Also, during the last three years Mr. Horton has indirectly received compensation from the Amsdell Companies through Beth Porter Management, LLC (“BPM”), an entity jointly owned by Mr. Horton and his wife. BPM received a single payment of approximately $5,048 for services rendered to the Amsdell Companies prior to Mr. Horton joining ACI as a full-time employee. As the Vice-President of ACI, I have considerable influence over Mr. Horton and his compensation. Prior to his employment with ACI, I had no business relationship with Mr. Horton, and we are not related in any way by blood, through any family member by marriage or adoption or otherwise.

I serve as a business advisor to the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998 and the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998 (the “Trusts”). In 2008, I received $12,500 from each Trust, for a total of $25,000 in compensation for my services as business advisor during 2007. Prior to those payments, I received no compensation from the Trusts for my services. I have not yet received compensation from the Trusts for services performed during 2008, but I anticipate receiving compensation in similar amounts as in 2008 for my 2007 services. As indicated on Exhibit A attached hereto, the Trusts beneficially own a significant number of common shares of YSI. I am a beneficiary of the Trusts, and as a business advisor to each Trust, I have the sole power to direct the voting and disposition of the shares. Because of my relationship to the Trusts, they may each be considered a “Shareholder Associated Person” as defined in YSI’s bylaws. My December 30 letter and this Supplement together contain the relevant information regarding the Trusts, if they were to be considered Shareholder Associated Persons.

There exists no agreement, arrangement or understanding between or among me or any of my affiliates and any other person with respect to the nomination of myself or Mr. Horton for election to the Board. As an advisor to the Trusts, I intend to direct the Trusts to vote their shares for myself and Mr. Horton. Mr. Horton informs me he intends to vote his shares in the same manner.

It is my intention to appear in person at the annual meeting to nominate myself and Mr. Horton for election to the Board. Also, I reserve the right to solicit proxies on behalf of myself and Mr. Horton in support of our election to the Board in the event the Board, or any nominating committee thereof, determines that I or Mr. Horton will not be placed on the Board’s ballot.

Attached as Exhibit A is certain information with respect to ownership of YSI securities.

Mr. Horton and I believe the contents of this Supplement, together with the contents of the December 30, 2008 letter and its attachments, provide YSI with all of the information and materials required pursuant to YSI’s bylaws, as amended, including any information that would be elicited by a D&O questionnaire or other written questionnaire. However, if YSI believes additional information is necessary, please let me know what additional information is needed or provide me with the questionnaire referenced in Section 12(a)(2) of the bylaws as soon as possible so that I may respond promptly on behalf of myself and Mr. Horton.

Please do not hesitate to contact me at (216) 337-0234 if you need any additional information.


Very truly yours,
/s/ Todd C. Amsdell
Todd C. Amsdell

cc:

Christopher P. Marr
Timothy M. Martin
John A. Goode
William M. Diefenderfer III (via email only)
Harold S. Haller (via email only)

Enclosures

Exhibit A
Additional Information Regarding Ownership of YSI Securities


David P. Horton	Date Acquired		Quantity
Shares of common stock purchased in the open market		11/17/2008		1,600
“		11/21/2008		2,000
“		11/24/2008		1,100
“		11/25/2008		200
“		11/26/2008		200
“		12/1/2008		10,900
“		12/2/2008		4,500
“		12/3/2008		1,500
“		12/8/2008		8,000
“		12/15/2008		5,000
“		12/23/2008		2,500

Total Common Shares of Beneficial Ownership = 37,500
Percentage of Outstanding Shares = < .1%


Mr. and Mrs. Horton, jointly	Date Acquired		Quantity
Shares of common stock purchased in the open market		12/2/2008		2,300
“		12/3/2008		2,700
“		12/8/2008		5,000
“		12/10/2008		10,000
“		12/11/2008		10,000
“		12/15/2008		5,000
“		12/23/2008		2,500

Total Common Shares of Beneficial Ownership = 37,500
Percentage of Outstanding Shares = < .1%


Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998	Date Acquired		Quantity
Shares received in IPO		10/21/2004		3,921,850

Total Common Shares of Beneficial Ownership = 3,921,850
Percentage of Outstanding Shares = 6.8%


Loretta Amsdell Family Irrevocable Trust dated June 4, 1998	Date Acquired		Quantity
Shares received in IPO		10/21/2004		3,921,850

Total Common Shares of Beneficial Ownership = 3,921,850
Percentage of Outstanding Shares = 6.8%


Todd C. Amsdell (individually)	Date Acquired		Quantity
Shares received in IPO		10/21/2004		429,540
Shares purchased		12/07/2004		249
Shares purchased		06/12/2006		5,800
2004 Equity Incentive Plan		01/01/2006		31,250
Shares sold		01/01/2006		(13,800	)
2004 Equity Incentive Plan — Settlement		08/27/2007		31,250
2005 Restricted Share Agreement		08/27/2007		3,395

Total Common Shares of Beneficial Ownership (as record owner) = 487,684
Percentage of Outstanding Shares = 0.8%


Todd C. Amsdell (as a beneficiary of the Trusts)¹	Date Acquired		Quantity
Shares received by the Trusts in IPO (see above)		10/21/2004		7,843,700

Total Common Shares of Beneficial Ownership (through trusts) = 7,843,700
Percentage of Outstanding Shares = 13.6%


¹		Todd C. Amsdell is a beneficiary and business advisor of the Trusts as that term is defined in this Supplement. Mr. Amsdell may be considered a beneficial owner of the securities held in the Trusts under Section 13(d) of the Exchange Act of 1934 but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

A-1

EX-7.3 4 l35066aexv7w3.htm EX-7.3 EX-7.3

EXHIBIT 7.3

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Date: January 9, 2009



	/s/ Todd C. Amsdell
	Todd C. Amsdell

	Robert J. Amsdell Family Irrevocable Trust

	/s/ Bernard L. Karr
	By: Bernard L. Karr, Trustee


	Loretta Amsdell Family Irrevocable Trust
	/s/ Bernard L. Karr
	By: Bernard L. Karr, Trustee