CERTIFICATE OF DETERMINATION
OF
EQUITY STOCK, SERIES AA
OF
PUBLIC STORAGE, INC.
[As Filed in the Office of the Secretary of State of the
State of California November 4, 1999]
The undersigned, David Goldberg and Sarah Hass, Senior Vice
President and Secretary, respectively, of PUBLIC STORAGE, INC., a California
corporation, do hereby certify:
FIRST: The Restated Articles of Incorporation of the
Corporation authorize the issuance of 200,000,000 shares of stock designated
"equity shares," issuable from time to time in one or more series, and authorize
the Board of Directors to fix the number of shares constituting any such series,
and to determine or alter the dividend rights, dividend rate, conversion rights,
voting rights, right and terms of redemption (including sinking fund
provisions), the redemption price or prices and the liquidation rights of any
wholly unissued series of such equity shares, and the number of shares
constituting any such series.
SECOND: The Board of Directors of the corporation did duly
adopt the resolutions attached hereto as Exhibit A and incorporated herein by
reference authorizing and providing for the creation of a series of equity
shares to be known as Equity Stock, Series AA, consisting of 225,000 shares, no
shares of such series having been issued.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this
certificate this 4th day of November, 1999.
/S/ DAVID GOLDBERG
--------------------------
David Goldberg
Senior Vice President
/S/ SARAH HASS
--------------------------
Sarah Hass
Secretary
EXHIBIT A
RESOLUTION OF THE BOARD OF DIRECTORS OF
PUBLIC STORAGE, INC.
ESTABLISHING A SERIES OF
EQUITY STOCK, SERIES AA
RESOLVED, that pursuant to the authority conferred upon the Board of
Directors by Article III of the Restated Articles of Incorporation of this
Corporation, there is hereby established a series of the authorized equity
shares of this Corporation having a par value of $.01 per share, which series
shall be designated "Equity Stock, Series AA," and shall consist of 225,000
Shares (in the aggregate, the "Shares," individually, a "Share"), all of which
shall have the following rights:
(a) DIVIDEND RIGHTS.
(1) Dividends shall be payable in cash on each Share when, as
and if declared by the Board of Directors, out of funds legally available
therefor, at the rate of ten (10) times the per share dividends on the Common
Shares (as hereinafter defined), but not to exceed $8.80 per Share per year.
(2) Unless dividends on all outstanding "Senior Shares" (as
hereinafter defined) have been or contemporaneously are paid in full for the
latest dividend period ending contemporaneously with or prior to the end of the
period for which a dividend is to be paid on the Shares, and, to the extent such
Senior Shares have cumulative dividend rights, for all prior dividend periods,
no dividend or other distribution shall be paid on the Shares for such period.
(b) LIQUIDATION.
(1) In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation,
(i) The holders of the Shares are not entitled to receive
any liquidation in respect of the Shares until the respective liquidation
preferences in respect of all Senior Shares, if any, have been paid in full;
(ii) After the respective liquidation preferences in respect
of all Senior Shares, if any, have been paid in full, any participation in the
distribution of the assets of the Corporation by the holders of the Shares shall
be on a basis that causes the amount paid in respect of each Share to be the
lesser of (i) ten (10) times the amount paid in respect of each Common Share or
(ii) $100.00 per Share.
(2) For purposes of liquidation rights, a reorganization (as
defined in Section 181 of the California Corporations Code) or consolidation or
merger of the Corporation with or into any other corporation or corporations or
a sale of all or substantially all of the assets of the Corporation shall be
deemed not to be a liquidation, dissolution or winding up of the Corporation.
(c) REDEMPTION. Except as herein specifically provided, the Shares are
not redeemable. If the Board of Directors shall, at any time and in good faith,
be of the opinion that ownership of securities of the Corporation has or may
become concentrated to an extent that may prevent the Corporation from
qualifying as a real estate investment trust under the REIT Provisions of the
Internal Revenue Code (as hereinafter defined), then the Board of Directors
shall have the power to prevent the transfer of and/or to call for redemption of
the Shares, if required, in the opinion of the Board of Directors, to maintain
or bring the direct or indirect ownership thereof into conformity with the
requirements of the REIT Provisions of the Internal Revenue Code. The redemption
price to be paid for each Share, if so called for redemption, on the date fixed
for redemption, shall be $100.00 per Share. From and after the date fixed for
redemption by the Board of Directors, the holders of the Shares shall cease to
be entitled to any distributions, voting rights, and other benefits with respect
to the Shares, other than the right to payment of the redemption price
determined as aforesaid. "REIT Provisions of the Internal Revenue Code" shall
mean Sections 856 through 860 of the Internal Revenue Code of 1986, as amended.
In order to exercise the redemption option set forth above, with respect to the
Shares, the Corporation shall give notice of redemption to the record holders of
the Shares at least 10 days prior to such redemption date, to the addresses of
such holders as the same shall appear on the stock transfer records of the
Corporation. Such notice shall state (i) the redemption date and (ii) the place
or places where the certificates for the Shares are to be surrendered for
payment of the redemption price.
(d) VOTING RIGHTS. The record owners of the Shares shall not have any
voting power either general or special, except as required by California law.
(e) CONVERSION. The Shares shall not be convertible into shares of any
other class or series of capital stock of the Corporation.
(f) ADJUSTMENTS. If the Corporation shall subdivide or combine its
outstanding Common Shares into a greater or smaller number of Common Shares, or
shall set a record date for the purpose of entitling the holders of any of its
Common Shares to receive a dividend or other distribution payable in Common
Shares, then in each case (i) the outstanding Shares shall, as appropriate, (A)
be subdivided or combined in the same proportion as the Common Shares are
subdivided or combined or (B) receive the same proportionate dividend or
distribution payable in Shares as paid or issued with respect to the Common
Shares and (ii) the per Share amounts specified herein as the maximum dividends
per year, the maximum liquidation distribution and the redemption price
(applicable in the limited circumstances in which redemption is permitted) shall
be adjusted so that the total of each such amount for all outstanding Shares is
the same immediately after, as it was immediately prior to, the subdivision,
combination, dividend or distribution.
(g) FUTURE ISSUANCE. The future issuance of shares of preferred stock,
equity stock, or Common Shares shall not require the vote or consent of the
holders of the Shares.
(h) CERTAIN DEFINITIONS.
(1) "Common Shares" shall mean shares, outstanding as of the
date of issuance of the Shares, or issued thereafter, of the Corporation's
Common Stock, par value $.10 per share (together with any other shares of
capital stock into which such shares shall be reclassified).
(2) "Senior Shares" shall mean any shares of stock of the
Corporation, exclusive of the Shares, the Common Shares and shares of the
Corporation's Class B Common Stock, which (i) are outstanding as of the date of
issuance of the Shares or (ii) are issued subsequent to the date of issuance of
the Shares, on terms which do not provide that they are on a parity with, or
junior to, the Shares as to dividends and as to the distribution of assets upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation. Senior Shares shall include, but not be limited to, all series of
preferred stock of the Corporation now outstanding or hereafter issued.