-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GHxBMCsc58bLmkJDb61nOgAFf0DJi+0VviXIqtGRiB2r32pElU2lNRBiMVcLFgVw AHxtj03I1IWacU/lqytbIg== 0000318380-04-000030.txt : 20040810 0000318380-04-000030.hdr.sgml : 20040810 20040810163936 ACCESSION NUMBER: 0000318380-04-000030 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE INC /CA CENTRAL INDEX KEY: 0000318380 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953551121 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08389 FILM NUMBER: 04964861 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: STE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2349 BUSINESS PHONE: (818) 244-8080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 11-K/A 1 amendpsi11k_03.txt PUBLIC STORAGE, INC. 11K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A [x] Annual Report Pursuant to Section 15(D) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2003 ----------------- OR [ ] Transition Report Pursuant to Section 15(D) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________. Commission File Number: 1-8389 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: PS 401(K)PROFIT SHARING PLAN 701 Western Avenue Glendale, CA 91201-2349 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: PUBLIC STORAGE, INC. 701 Western Avenue Glendale, CA 91201-2349 This Form 11-K/A amends and restates the Annual Report on Form 11-K of the PS 401(k) Profit Sharing Plan for the fiscal year ended December 31, 2003, filed on July 14, 2004, to include the report of the independent registered public accounting firm, which makes reference to their audit having been conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), and to include the consent of the independent registered public accounting firm. There were no other changes to the previously filed Form 11-K. PS 401(k) PROFIT SHARING PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm 1 Financial Statements: Statements of Net Assets Available for Plan Benefits 2 Statements of Changes in Net Assets Available for Plan Benefits 3 Notes to Financial Statements 4 Supplemental Information: Schedule I - Assets Held for Investment Purposes 9 Schedule II - Party-In-Interest Transactions 10 Schedule III - Reportable Transactions 11 Exhibits: Consent of Independent Registered Public Accounting Firm 23.1 Report of Independent Registered Public Accounting Firm ------------------------------------------------------- To the Administrative Committee PS 401(k) Profit Sharing Plan Glendale, California We have audited the accompanying statements of net assets available for plan benefits of PS 401(k) Profit Sharing Plan (the "Plan") as of December 31, 2003 and 2002, and the related statements of changes in net assets available for plan benefits for each of the years in the three year period ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for plan benefits for each of the years in the three year period ended December 31, 2003 in conformity with United States generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes, party-in-interest transactions and reportable transactions, together referred to as "supplemental information", are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental information is the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Link, Murrel & Company - -------------------------- Irvine, California August 9, 2004 1 PS 401(k)/PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 2003 and 2002
2003 2002 --------------- --------------- ASSETS : Investments at fair value.......................................... $ 52,811,901 $ 41,595,533 Cash............................................................... 1,972 - Receivables Participant contributions....................................... 96,547 120,707 Employer contributions.......................................... 109,212 113,874 Dividends....................................................... 279,785 - --------------- --------------- Total Receivables........................................ 485,544 234,581 --------------- --------------- Total Assets............................................. $ 53,299,417 $ 41,830,114 =============== =============== LIABILITIES : Accrued expenses................................................. $ 33,369 $ 238,019 --------------- --------------- Total Liabilities........................................ 33,369 238,019 --------------- --------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 53,266,048 $ 41,592,095 =============== ===============
See accompanying notes. 2 PS 401(k)/PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001 -------------- -------------- ------------- Additions to Net Assets Attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 9,869,662 $ (4,438,271) $ 2,659,232 Interest income 25,244 8,395 31,049 Dividend income 1,253,965 1,493,190 1,447,968 -------------- -------------- ------------- 11,148,871 (2,936,686) 4,138,249 Contributions: Participant 2,822,413 2,935,842 2,872,453 Employer 2,607,288 2,457,646 2,149,187 -------------- -------------- ------------- 5,429,701 5,393,488 5,021,640 -------------- -------------- ------------- Total Additions 16,578,572 2,456,802 9,159,889 Deductions from Net Assets Attributed to: Benefits paid to participants 4,787,947 3,328,933 3,130,273 Administrative expenses 116,672 154,071 68,401 -------------- -------------- ------------- Total Deductions 4,904,619 3,483,004 3,198,674 -------------- -------------- ------------- Net Increase (Decrease) in Net Assets Available for Benefits 11,673,953 (1,026,202) 5,961,215 -------------- -------------- ------------- Net Assets Available for Benefits: Beginning of year 41,592,095 42,618,297 36,657,082 -------------- -------------- ------------- End of Year $ 53,266,048 $ 41,592,095 $ 42,618,297 ============== ============== =============
See accompanying notes. 3 PS 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 1. Summary of Significant Accounting Principles -------------------------------------------- Basis of Presentation --------------------- PS 401(k) Profit Sharing Plan (the "Plan") encompasses Public Storage, Inc., PS Business Parks, Inc. and their majority owned subsidiaries (the "Company"). Basis of Accounting ------------------- The financial statements of the Plan are prepared using the accrual method of accounting. Estimates --------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Income Tax Status ----------------- On November 30, 2000, the Company did an amendment and complete restatement of the Amendment and Restatement of the Public Storage Profit Sharing Plan adopted December 29, 1994. Effective January 1, 2001, the plan is amended and restated as the PS 401(k) Profit Sharing Plan (the "Plan"). The Plan is intended to qualify under Section 401 of the Code, and was amended and restated principally to introduce a qualified cash or deferred arrangement under Section 401(k) of the Code, and to comply with the requirements of GUST. GUST amendments include the qualification requirements under (1) the Uruguay Round Agreements Act, (2) the Uniformed Services Employment and Reemployment Rights Act of 1994, (3) the Taxpayer Relief Act of 1997, (4) the Small Business Job Protection Act of 1996, and (5) the Internal Revenue Service Restructuring and Reform Act of 1998. A determination letter was received on March 14, 2003. The Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. Investment Valuation -------------------- On August 1, 2003, the Plan's administrative committee (the Committee) transferred the Plan's assets from Salomon Smith Barney to Union Bank. Investments in cash equivalents (liquid funds, money market funds and time deposits) are valued at cost, which approximates fair value. Investments in mutual funds are stated at fair value. All other securities are valued at the last reported sale price on the last business day of the Plan year or at quoted market price. Interest and dividend income is recognized when earned. Unrealized gains and losses result from the change in the fair value of investments held at both the beginning and end of the year, the difference between cost and year-end fair value for investments acquired during the year, and adjustments for unrealized gains and losses previously recognized on investments sold during the year. 4 PS 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2003 2. Description of the Plan ----------------------- The following description of the plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. The PS 401(k) Profit Sharing Plan is a defined contribution plan for the benefit of all permanent employees of the Company who have completed at least one year of service and attained 21 years of age. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Although it has not expressed the intention to do so, the Company has the right to terminate the Plan subject to ERISA provisions. The Plan allows interim allocations of Company contributions and earnings or losses of trust fund assets among participants. Major provisions of the Plan, are as follows: Contributions ------------- Employee contributions to the Plan (voluntary contributions) are deferrals of the employee's compensation made through a direct reduction of compensation in each payroll period. The maximum annual tax deferred contribution amount is limited to $12,000 for 2003 and $11,000 for 2002. The Company contributes 3% of the employee's compensation for all participants in the Plan. Participant Accounts -------------------- Each participant's account is credited with the participant's and the Company's contribution. Vesting ------- Employee deferrals and the 3% Company contribution are 100% vested and non-forfeitable. Pre-January 2001 profit sharing Company contribution balances vested over a seven year period. Generally, each participant's account becomes 10 percent vested (non-forfeitable) after two years of service (as defined), 20 percent after three years of service and an additional 20 percent for each additional year of service thereafter. Upon death, severance by reason of disability, or the attainment of the participant's sixty-fifth birthday, a participant automatically becomes fully vested to the extent of the balance in their account. In the event the Plan is terminated or contributions are completely discontinued, each participant becomes fully vested. 5 PS 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2003 2. Description of the Plan (continued) ----------------------------------- Investment Options ------------------ For the year ended December 31, 2003, upon enrollment in the Plan, a participant may direct contributions in any of the following nineteen investment options. Highmark Div. Money Market Strong Government Securities BGI Lifepath Income Fund R BGI Lifepath 2010 Class R BGI Lifepath 2020 Class R BGI Lifepath 2030 Class R BGI Lifepath 2040 Class R MFS Value A Federated Capital Appreciation Dreyfus S&P 500 Index Janus Adv CAP Appreciation American Funds Growth Fund R3 AIM Opportunities A AIM Small CAP Growth A Oakmark International II Ivy Science & Technology Y Public Storage Common Stock Public Storage Preferred Stock P.S. Business Parks Stock Participants may change their investment options at any time. Distributions from the Trust Fund --------------------------------- Distributions of each participant's vested account balance upon severance or death are made in a single lump sum payment; or if the participant's vested account balance exceeds $5,000, payment may be deferred up until April 1st of the calendar year in which the participant reaches 70 1/2 years of age. Additionally, the Plan provides for hardship distributions (as defined) at the discretion of the Committee. Generally, distributions are made no later than 60 days after the close of the Plan year in which the participant becomes eligible for such distributions. Under certain circumstances, participants of the Plan as of December 31, 1983 may elect alternative distribution methods. 6 PS 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2003 2. Description of the Plan (continued) ----------------------------------- Forfeitures ----------- For profit sharing contributions made by the Company prior to January 1, 2001, if a participant terminates his/her employment before he/she is 100% vested, he/she forfeits any non-vested amounts. The non-vested portion of a participant's account is forfeited as of the date of distribution of his/her vested interest. Employees resuming participation in the Plan prior to incurring the greater of five consecutive one-year breaks in service, or their prior service if greater than five years, may have the non-vested portion of their account balance restored upon repayment to the Plan of the full amount of such previously distributed vested interest. Restoration of the non-vested portion of a participant's account is to be made first from available forfeitures and then from Company contributions. 3. Investments ----------- All of the investments are under the custody of Union Bank under a non-discretionary trust agreement with the Plan. The following table presents the fair value of investments. Investments that represent 5 percent or more of the Plan's net assets are separately identified. The fair value of investments is determined by quoted market price. The fair value of investments held by the Plan at December 31, 2003 and 2002 are summarized below:
2003 2002 ------------ ----------- Money Market Funds $6,235,936 $5,429,428 Mutual Funds 22,968,239 17,732,618 Equity Securities: Public Storage, Inc. Common 19,655,222 15,324,125 Public Storage, Inc. Preferred 3,451,686 2,789,321 PS Business Parks, Inc. Common 500,818 320,041 ------------ ----------- Total Equity Securities 23,607,726 18,433,487 ------------ ----------- Total Investments $52,811,901 $41,595,533 ============ ===========
7 PS 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2003 3. Investments (continued) ----------------------- The following presents the fair value of investments at December 31, 2003 and 2002 that represent 5% or more of the Plan's net assets:
2003 2002 ------------- ------------- Money Market Funds $6,235,936 $5,429,428 Mutual Funds: Dreyfus S&P 500 Index $10,230,371 - Strong Government Securities $4,191,198 - Smith Barney S&P 500 Index - $8,634,589 Smith Barney US Government Securities Fund - $4,584,549 Public Storage, Inc. Common $19,655,222 $15,324,125 Public Storage, Inc. Preferred $3,451,686 $2,789,321
4. Plan Administration ------------------- The Committee appointed by the Company's Board of Directors administers the Plan. The Committee is now comprised of six officers and managers of the Company. For the plan years ended December 31, 2003, 2002 and 2001, the Plan paid certain trustee and administrative expenses incurred for the administration of the Plan, and the Company directly paid for all other expenses related to the Plan. 5. Benefits Owed to Terminated Participants ---------------------------------------- For financial reporting purposes disbursements to terminated participants are reported when the check is written. Approximately $16,200,000 and $6,300,000 were owed to terminated participants at December 31, 2003 and 2002, respectively. At December 31, 2003 and 2002, forfeited non-vested amounts were approximately $729,000 and $980,000, respectively. These amounts are allocated to individual participant's accounts in the ratio that each such eligible participant's compensation for the plan year bears to the total compensation of all such eligible participants for the plan year. 8 SCHEDULE I PS 401(k) PROFIT SHARING PLAN Schedule H, Line 4i - Assets held for investment purposes December 31, 2003 Employer Identification Number: 95-2782164 Plan Number: 001
Cost Fair Value ----------- ----------- Money Market Account Highmark Div. Money Market $6,235,936 $6,235,936 Mutual Funds Aim Investment - Opportunities * 161,588 Aim Investment - Small Cap Growth A * 1,252,538 American Funds Group - Growth Fund of America R3 * 137,770 Barclays Global Investors - LifePath Income * 12,571 Barclays Global Investors - LifePath 2010 Class R * 215 Barclays Global Investors - LifePath 2020 Class R * 18 Barclays Global Investors - LifePath 2030 Class R * 16,893 Barclays Global Investors - LifePath 2040 Class R * 938 Dreyfus Investment - S&P 500 Index * 10,230,371 Federated Investment - Capital Appreciation A * 2,171,566 Ivy - Science & Technology Y * 816,285 Janus Advisor Funds - Capital Appreciation A * 2,149,772 MFS Investment - Value A * 1,256,361 Oakmark Funds - International II * 570,155 Strong Funds - Government Securities Inv. * 4,191,198 ----------- Total Mutual Funds 22,968,239 Equity Securities Public Storage, Inc. Common Stock * 19,655,222 Public Storage, Inc. Preferred Stock * 3,451,686 PS Business Parks, Inc. Common Stock * 500,818 ----------- Total Equity Securities 23,607,726 ----------- Total Investments $52,811,901 ===========
* Pursuant to paragraph 2520.103-11, specifically, the special rule for certain participant directed transactions, cost information is omitted as the Plan's investments are participant directed. 9 SCHEDULE II PS 401(k) PROFIT SHARING PLAN PARTY-IN-INTEREST TRANSACTIONS December 31, 2003 Employer Identification Number: 95-2782164 Plan Number: 001 A schedule of party-in-interest transactions has not been presented because there were no party-in-interest transactions that are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption. 10 SCHEDULE III PS 401(k) PROFIT SHARING PLAN REPORTABLE TRANSACTIONS December 31, 2003 Employer Identification Number: 95-2782164 Plan Number: 001 A schedule of reportable transactions has not been presented because there were no such transactions noted for the year ended December 31, 2003. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PS 401 (K) / PROFIT SHARING PLAN Date: August 10, 2004 By: /s/ Harvey Lenkin ------------------ Harvey Lenkin Chairman, Administrative Committee EX-23 2 psi11ka_ex231.txt CONSENT OF INDEPENDENT REG PUBLIC ACCTG. FIRM Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-50270 on Form S-8 of Public Storage, Inc. of our report dated August 9, 2004, with respect to the statement of net assets available for benefits of the PS 401(k) Profit Sharing Plan as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year then ended, which report appears in the December 31, 2003 Annual Report on Form 11-K for the PS 401(k) Profit Sharing Plan. Irvine, California August 9, 2004 -----END PRIVACY-ENHANCED MESSAGE-----