Exhibit 3.1
AMENDMENT TO
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF
CUMULATIVE PREFERRED STOCK, SERIES G (8.875%), H
(8.45%), I (8.625%), J (8%), K (8.25%), L
(8.25%), M (8.75%), N (9.5%), O (9.125%) AND P
(8.75%)
OF
PUBLIC STORAGE, INC.
The undersigned, John Reyes, Senior Vice President and Chief Financial
Officer, and Stephanie G. Heim, Secretary of PUBLIC STORAGE, INC., a California
corporation (the "Corporation"), do hereby certify:
FIRST: Pursuant to and in accordance with the provisions of Section
401(c) of the California Corporations Code and the Articles of Incorporation of
the Corporation, the Board of Directors of the Corporation has duly adopted the
recitals and resolutions attached hereto as Exhibit A and incorporated herein by
reference reducing the authorized number of shares of the Corporation's:
(i) 8.875% Cumulative Preferred Stock, Series G, from 6,900 shares to 0;
(ii) 8.45% Cumulative Preferred Stock Series H, from 6,750 shares to 0;
(iii) 8.625% Cumulative Preferred Stock Series I, from 4,000 shares to 0;
(iv) 8% Cumulative Preferred Stock Series J, from 6,000 shares to 0;
(v) 8.25% Cumulative Preferred Stock Series K, from 4,600 shares to 0;
(vi) 8.25% Cumulative Preferred Stock Series L, from 4,600 shares to 0;
(vii) 8.75% Cumulative Preferred Stock Series M, from 2,250 shares to 0;
(viii) 9.5% Cumulative Preferred Stock Series N, from 9,600 shares to 0;
(ix) 9.125% Cumulative Preferred Stock Series O, from 4,000 shares to 0; and
(x) 8.75% Cumulative Preferred Stock Series P, from 2,000 shares to 0.
SECOND: There are no currently outstanding shares of the Corporation's:
(i) 8.875% Cumulative Preferred Stock, Series G;
(ii) 8.45% Cumulative Preferred Stock, Series H;
(iii) 8.265% Cumulative Preferred Stock, Series I;
(iv) 8% Cumulative Preferred Stock, Series J;
(v) 8.25% Cumulative Preferred Stock, Series K;
(vi) 8.25% Cumulative Preferred Stock, Series L;
(vii) 8.75% Cumulative Preferred Stock, Series M;
(viii) 9.5% Cumulative Preferred Stock, Series N;
(ix) 9.125% Cumulative Preferred Stock, Series O; and
(x) 8.75% Cumulative Preferred Stock, Series P.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in the foregoing certificate are true
and correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned has executed this certificate on
November 7, 2005.
/s/ John Reyes
--------------
John Reyes
Senior Vice President and Chief Financial Officer
/s/ Stephanie G. Heim
---------------------
Stephanie G. Heim
Secretary
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
PUBLIC STORAGE, INC.
DECREASING TO 0 THE AUTHORIZED NUMBER OF SHARES OF
CUMULATIVE PREFERRED STOCK, SERIES G (8.875%),H (8.45%),I (8.625%),
J (8%), K (8.25%), L (8.25%), M (8.75%), N (9.5%), O (9.125%) AND P (8.75%)
RESOLVED: That, pursuant to the authority conferred in the
Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 8.875% Cumulative Preferred Stock, Series G, the number
of shares constituting the corporation's 8.875% Cumulative Preferred
Stock, Series G, is decreased from 6,900 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 8.45% Cumulative Preferred Stock, Series H, the number of
shares constituting the corporation's 8.45% Cumulative Preferred Stock,
Series H, is decreased from 6,750 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 8.625% Cumulative Preferred Stock, Series I, the number
of shares constituting the corporation's 8.625% Cumulative Preferred
Stock, Series I, is decreased from 4,000 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 8% Cumulative Preferred Stock, Series J, the number of
shares constituting the corporation's 8% Cumulative Preferred Stock,
Series J, is decreased from 6,000 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 8.25% Cumulative Preferred Stock, Series K, the number of
shares constituting the corporation's 8.25% Cumulative Preferred Stock,
Series K, is decreased from 4,600 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 8.25% Cumulative Preferred Stock, Series L, the number of
shares constituting the corporation's 8.25% Cumulative Preferred Stock,
Series L, is decreased from 4,600 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 8.75% Cumulative Preferred Stock, Series M, the number of
shares constituting the corporation's 8.75% Cumulative Preferred Stock,
Series M, is decreased from 2,250 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 9.5% Cumulative Preferred Stock, Series N, the number of
shares constituting the corporation's 9.5% Cumulative Preferred Stock,
Series N, is decreased from 9,600 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 9.125% Cumulative Preferred Stock, Series O, the number
of shares constituting the corporation's 9.125% Cumulative Preferred
Stock, Series O, is decreased from 4,000 shares to 0.
RESOLVED FURTHER: That, pursuant to the authority conferred in
the Board of Directors by Article III of the Restated Articles of
Incorporation of this corporation and the resolutions creating the
corporation's 8.75% Cumulative Preferred Stock, Series P, the number of
shares constituting the corporation's 8.75% Cumulative Preferred Stock,
Series P, is decreased from 2,000 shares to 0.