UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-15550
AMERICAN STORAGE PROPERTIES, L.P.
(formerly Hutton/GSH American Storage Properties, L.P.)
Exact name of registrant as specified in its charter
Virginia 11-2741889
State or other jurisdiction of incorporation I.R.S. Employer
Identification No.
ATTN: Andre Anderson
3 World Financial Center, 29th Floor, New York, New York
Address of principal executive offices 10285
zip code
Registrant's telephone number, including area code: (212) 526-3237
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. (x)
Documents Incorporated by Reference:
The Prospectus of the Registrant dated September 9, 1985, as supplemented
by the Prospectus Supplement dated May 16, 1986, filed pursuant to Rules
424(b) and 424(c), respectively, is incorporated by reference in Part III
of this Annual Report on Form 10-K.
Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended
November 30, 1996, filed as an exhibit under Item 14.
PART I
Item 1. Business
(a) General
American Storage Properties, L.P. (the "Registrant" or "Partnership"),
formerly Hutton/GSH American Storage Properties, L.P. (see Item 10.
"Certain Matters Involving Affiliates"), is a Virginia limited partnership
organized pursuant to a Certificate and Agreement of Limited Partnership
dated May 15, 1985 (the "Partnership Agreement"), of which Storage
Services, Inc. ("Storage Services"), formerly Hutton Storage Services,
Inc. (see Item 10. "Certain Matters Involving Affiliates"), and Goodman Segar
Hogan/American Storage Properties Associates, a California Limited Partnership
("ASP Associates") are the general partners (together, the "General Partners").
The Registrant was engaged in the business of acquiring, operating and holding
for investment self-service storage facilities (the "Properties"),including
all necessary or appropriate ancillary or appurtenant properties and
facilities, and any and all other activities related, necessary, appropriate
or incidental thereto. As of November 30, 1996, all nine of the Registrant's
Properties were sold, and consequently, the Registrant is expected to dissolve
during 1997. For further information concerning the sale of the Properties,
please refer to Item 7."Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained herein, and to Note 5
"Self-service Storage Facilities" of the Notes to the Consolidated Financial
Statements contained in the Partnership's Annual Report to Unitholders for
the year ended November 30, 1996, filed as an exhibit under Item 14.
A description of the Properties is incorporated by reference to Note 5
"Self-service Storage Facilities" of the Notes to the Consolidated Financial
Statements contained in the Partnership's Annual Report to Unitholders for the
year ended November 30, 1996, filed as an exhibit under Item 14.
Commencing September 9, 1985, the Registrant began the offering of Partnership
units (the "Units") with two separate closings occurring on May 6, 1986 and
July 22, 1986. Upon termination of the offering, the Registrant had accepted
subscriptions for 50,132 Units for aggregate gross proceeds of $25,066,000.
After deducting organization and offering expenses and initial working capital
reserves, approximately $21,450,000 was available for investment in self-
service storage facilities. $19,500,000 of such proceeds was invested in
seven self-service storage facilities and in two limited partnerships, each
of which owned a self-service storage facility. The Registrant's commitments
for the purchase of the Properties were fully funded by November 30, 1986.
Funds held as a working capital reserve were invested in bank certificates of
deposit, money market funds or other similar highly liquid, short-term
investments where there was appropriate safety of principal, in accordance
with the Registrant's investment objectives and policies.
The Registrant's principal investment objectives with respect to the Properties
(in no particular order of priority) have been:
(1) Distributions of Net Cash From Operations
derived from rental income;
(2) Capital appreciation; and
(3) Preservation and protection of capital.
Distribution of Net Cash From Operations was the Registrant's objective during
its operational phase, while preservation and appreciation of capital were
the Registrant's long-term objectives. The attainment of the Registrant's
investment objectives was dependent on many factors, including the successful
management of the operations of its Properties and economic conditions in the
United States and in the localities in which the Registrant's Properties were
located.
Users of self-storage facilities are primarily individuals, large and small
businesses and professional offices. Spaces are usually rented on a
month-to-month basis, although business tenants often have longer-term leases.
The typical occupancy period for a tenant is less than one year. Rental
periods tend to be longer in successful facilities that have been in operation
for a number of years than in newer facilities.
(b) Employees
The Registrant's business is managed by the General Partners and the
Registrant has no employees.
Item 2. Properties
A description of the Properties formerly owned by the Registrant is
incorporated by reference to Note 5 "Self-Service Storage Facilities" of the
Notes to the Consolidated Financial Statements contained in the Partnership's
Annual Report to Unitholders for the year ended November 30, 1996, filed as
an exhibit under Item 14.
Item 3. Legal Proceedings
Neither the Registrant nor any of the Properties is subject to any material
pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
To obtain approval for the sale of the Partnership's nine storage properties
(the "Sale"), a proxy solicitation describing the terms of the Sale was
mailed to Limited Partners on September 10, 1996. Limited Partners were
required to submit executed ballots ("Ballots") by October 10, 1996.
As of the date of the proxy solicitation, the purchaser, Public Storage, Inc.,
a California corporation ("Public Storage"), owned approximately 29.1% of the
outstanding Units. Pursuant to a letter agreement with the Partnership dated
February 9, 1997, Public Storage agreed that prior to August 9, 1997, it
would vote all its Units on all issues in the same manner as by the majority
of all other Unitholders who voted on any such proposal.
On October 10, 1996 the Partnership announced the approval by Limited Partners
holding a majority of the outstanding Units. As of that date, Ballots
representing 36,448 Units or 72.704% of the outstanding Units, were received.
Of this amount, Ballots representing 35,616.905 Units or 71.046% of outstanding
Units, approved the Sale, Ballots representing 669.215 Units or 1.335% of the
outstanding Units, withheld consent, and holders of 161.880 Units, or 0.323%
of the outstanding Units, abstained.
PART II
Item 5. Market for Registrant's Limited Partnership Units and Related
Stockholder Matters
(a) Market Information - No public trading market developed for the Units.
The transfer of Units is subject to significant restrictions. Given the
impending liquidation of the Partnership, all discretionary trading has
been suspended by the General Partner.
(b) Number of Unitholders - As of November 30, 1996, the number of holders of
Units was 2,284.
(c) Dividends - Distributions of Net Cash From Operations have been made
quarterly, from rentalincome with respect to the Registrant's investment
in the Properties, as well as from interest on short-term investments.
Information regarding quarterly cash distributions and distributions from
Property sales is incorporated by reference to the section entitled
Message to Investors of the Partnership's Annual Report to Unitholders
for the year ended November 30, 1996, filed as an exhibit under Item 14.
Item 6. Selected Financial Data
Selected Partnership financial data for the years ended November 30, 1996,
1995, 1994, 1993 and 1992 are shown below. This data should be read in
conjunction with the Partnership's financial statements included in the
Partnership's Annual Report to Unitholders for the year ended November 30,
1996, filed as an exhibit under Item 14.
For the periods ended November 30, 1996 1995 1994 1993 1992
(dollars in thousands,
except per Unit data)
Total income $ 3,367(1) $ 3,620 $ 3,420 $ 3,147 $ 2,952
Net income 14,808(2) 1,638 1,553 1,399 1,129
Total assets at period-end 2,882 16,625 16,556 16,629 16,875
Net income per Limited
Partnership Unit 287.40 32.81 31.11 28.04 22.65
Cash distributions per
Limited Partnership Unit(3) 567.90(4) 33.75 32.60 32.60 32.60
(1) Total income for the 1996 period includes property operations through
October 11, 1996, the date the properties were sold.
(2) Net income for the 1996 period includes a gain on the sale of the
properties in the amount of $13,606,741.
(3) As approved for payment during the 12 months ended November 30.
(4) Includes special distribution of $540 per Unit representing the majority
of the proceeds from the Sale and fourth quarter 1996 net cash from
operations.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
At November 30, 1996, the Partnership had cash and cash equivalents of
$2,770,939 which were invested in money market accounts. The increase of
$103,587 from November 30, 1995 is attributable to net cash provided by
operating activities and net proceeds from the sale of the Partnership's nine
self-storage facilities exceeding amounts used to fund cash distributions to
the Limited Partners.
The Partnership acquired an interest in the Fern Park property and the Oak
Ridge property through two Limited Partnerships with affiliates of the seller
of the facilities (the "Limited Partner"). The Limited Partnership agreements
provide that net cash from operations of these two properties be distributed
each quarter 100% to the Partnership until the Partnership has received an
amount equal to a cumulative annual 12% return ("Preferred Return") on its
capital contribution, as adjusted. The balance of any net cash from operations
was to be distributed 85% to the Partnership and 15% to the Limited Partner.
The Preferred Return for Fern Park was satisfied during the third quarter of
fiscal 1996 and the balance of net cash from operations was distributed
according to the guidelines stated above. The minority share is recorded as
minority interest in the Partnership's financial statements. Minority interest
payable increased to $382,816 at November 30, 1996 from $13,985 at November 30,
1995. The 1996 balance primarily consists of accruals estimating the Limited
Partners'share of the liquidating distribution. The 1995 balance primarily
consists of the minority share of 1995 operations, which was paid to the
Limited Partner during the first half of 1996.
In response to a request from an unaffiliated third party, Public Storage, Inc.,
a California corporation ("Public Storage"), to receive a list of the
Partnership's Unitholders, the Partnership entered into a letter agreement,
dated February 9, 1996, pursuant to which the Partnership furnished the list
and such third party agreed not to purchase more than 5% of the outstanding
Units on the open market or more than 25% of the outstanding Units pursuant to
a tender offer filed with the Securities and Exchange Commission. On March 1,
1996, Public Storage commenced a tender offer to purchase up to 12,533
outstanding Units at a net cash price of $419 per Unit. On April 2, 1996, the
tender offer expired with Public Storage accepting for purchase 13,516 Units,
or approximately 26.97% of the outstanding Units.
Given the improvement of the self-storage industry in recent years, combined
with the strong performance of the Partnership's nine storage facilities, the
General Partners began marketing the facilities for sale during the first
quarter of 1996. The objective was to maximize the selling price of the
properties and distribute the net sales proceeds to Limited Partners. The
General Partners engaged in discussions with several potential buyers who
expressed an interest in acquiring one or more of the Partnership's properties.
On May 17, 1996 the Partnership entered into three substantially identical
Contracts of Sale (together, the "Contracts of Sale") with Public Storage,
one for the Virginia properties and two as general partner of the Florida
limited partnerships, pursuant to which the Partnership agreed to sell
substantially all its assets to Public Storage for an aggregate price of
$27,500,000, subject to adjustment, in cash (the "Sale"). The Sale price was
the highest offer received by the Partnership.
The Sale was conditioned upon, among other things, the simultaneous closing of
all three Contracts of Sale, except under certain circumstances, and the
approval of the Sale by holders of a majority of the outstanding Units of
limited partnership interests of the Partnership. To obtain such approval, a
proxy solicitation describing the terms of the Sale was mailed to Limited
Partners on September 10, 1996. Limited Partners were required to submit
executed ballots ("Ballots") by October 10, 1996.
On October 10, 1996 the Partnership announced the approval by Limited Partners
holding a majority of the outstanding Units. In accordance with Sections
16.a.(iii) and (iv) of the Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement,
as Amended"), approval of the Sale will result in the dissolution of
the Partnership.
The Sale was consummated on October 11, 1996. The Properties were sold for
$27,500,000 and the transaction resulted in a gain on sale of $13,606,741.
A special cash distribution of $540 per Unit, representing the majority of the
net proceeds from the Sale and fourth quarter cash from operations, was
distributed to the Limited Partners on November 25, 1996. On January 2, 1997,
$270,642 was distributed to the General Partners representing their portion of
the net proceeds from the Sale. As of November 30, 1996, this amount was
reflected as "Distribution Payable" on the Partnership's consolidated balance
sheet. The remaining proceeds from the Sale and cash reserves will be first
used to pay the Partnership's remaining obligations and costs of liquidation.
Any remaining balance will be distributed to the Partners in accordance with
the Partnership Agreement, as Amended. The General Partners intend to wind
up the affairs of the Partnership and subsequently liquidate the Partnership
in accordance with the terms of the Partnership Agreement in 1997. The
Partnership currently expects that such subsequent distribution will
approximate a minimum of $25 per Unit.
Net cash from operations was distributed to the Limited Partners on a
quarterly basis in proportion to the number of units held by each Limited
Partner. In view of the sale of the Partnership's assets and impending
liquidation of the Partnership, there will be no more regular quarterly
distributions to Limited Partners.
Rent receivable decreased from $108,596 at November 30, 1995 to $77,344 at
November 30, 1996, primarily due to the collection in early 1996 of a
portion of outstanding rents. Accounts payable and accrued expenses increased
from $120,589 at November 30, 1995 to $269,458 at November 30, 1996.
The increase is primarily attributable to the timing of payments for legal
fees and administrative fees and for the accrual of costs associated with the
proxy solicitation.
Results of Operations
1996 versus 1995
Partnership operations resulted in operating income of $1,201,028 for the year
ended November 30, 1996, compared with $1,638,214 for the year ended November
30, 1995. The decrease is primarily due to a decrease in rental income as a
result of the Sale, and an increase in general and administrative expenses.
The higher net income of $14,807,769 in 1996 is primarily attributable to the
gain on the Sale of $13,606,741.
Rental income totaled $3,066,939 for the year ended November 30, 1996, compared
to $3,494,224 for the year ended November 30, 1995. The decrease in rental
income is due to the Sale on October 11, 1996, when operations ceased. Interest
income totaled $299,858 for the year ended November 30, 1996, compared to
$126,270 for the year ended November 30, 1995. The increase is primarily due
to interest earned on the Sale proceeds prior to the distribution to Limited
Partners in November 1996.
Property operating expenses totaled $1,136,797 for the year ended November 30,
1996, compared with $1,153,216 for the year ended November 30, 1995. The
decrease is primarily due to the Sale in the fourth quarter of 1996.
General and administrative expenses totaled $317,077 for the year ended
November 30, 1996 compared with $155,796 for the year ended November 30, 1995.
The increase is primarily due to an increase in legal, audit, printing and
postage and other professional fees due to the costs incurred in connection
with the Sale and preparation of solicitation materials. The increase is also
due in part to higher salary reimbursements in 1996. These increases were
partially offset by a decrease in appraisal fees.
1995 versus 1994
Partnership operations resulted in net income of $1,638,214 for the year ended
November 30, 1995, compared with $1,553,098 for the year ended November 30,
1994. The higher net income in 1995 was primarily attributable to an increase
in rental and interest income partially offset by higher property operating
expenses.
Rental income totaled $3,494,224 for the year ended November 30, 1995, compared
to $3,363,560 for the year ended November 30, 1994. The increase in rental
income can be attributed in part to increased rental rates at several of the
Partnership's properties, particularly the Mechanicsville and Midlothian
facilities, as well as higher occupancy levels at certain properties,
particularly Hampton, Mechanicsville and Widgeon. Interest income totaled
$126,270 for the year ended November 30, 1995, compared to $56,620 for the year
ended November 30, 1994. The increase was primarily due to higher interest
rates earned in 1995 as well as higher cash balances maintained by the
Partnership in 1995 compared to 1994.
Property operating expenses totaled $1,153,216 for the year ended November 30,
1995, compared with $1,066,654 for the year ended November 30, 1994. The
increase was primarily due to higher costs for routine repairs and maintenance,
and higher payroll costs incurred at the Virginia properties. In addition, the
Partnership recognized higher real estate tax expense in 1995.
General and administrative expenses totaled $155,796 for the year ended
November 30, 1995, largely unchanged from $149,076 for the year ended November
30, 1994.
Average Occupancy Average Rental Rate
1996(1) 1995 1994 1996(1) 1995 1994
Chesapeake _ 88% 94% $ _ $5.76 $5.28
Fern Park _ 86 90 _ 7.39 7.32
Hampton _ 93 89 _ 7.19 6.65
Norfolk (Widgeon) _ 97 95 _ 6.62 6.07
Oak Ridge _ 91 90 _ 6.28 6.03
Richmond
(Mechanicsville) _ 95 91 _ 7.65 6.43
Richmond (Midlothian) _ 78 78 _ 6.45 4.94
Roanoke _ 93 94 _ 6.47 5.72
Virginia Beach
(Arrowhead) _ 95 97 _ 6.61 6.84
Weighted Average _ 91% 90% $ _ $6.71 $6.16
(1) As of November 30, 1996, all nine of the Partnership's Properties were
sold.
Occupancy rates have been determined by dividing actual rental income received
by scheduled rental income (assuming full occupancy at full scheduled rates)
for the indicated calendar period. Average effective annual rent per square
foot for the facilities is determined by dividing actual rental income received
by net rentable area (in square feet).
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended November 30, 1996, filed as an exhibit under Item 14.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Storage Services Inc. Storage Services Inc. ("Storage Services"), formerly
Hutton Storage Services, Inc., is a Delaware corporation formed on April 29,
1985. The names of and the positions held by the directors and executive
officers of Storage Services are set forth below. There are no family
relationships between any officers and directors listed below.
Certain officers and directors of Storage Services are now serving (or in the
past have served) as officers or directors of entities which act as general
partners of a number of real estate limited partnerships which have sought
protection under the provisions of the Federal Bankruptcy Code. The
partnerships which have filed bankruptcy petitions own real estate which has
been adversely affected by the economic conditions in the markets in which that
real estate is located and, consequently, the partnerships sought the
protection of the bankruptcy laws to protect the partnerships' assets from
losses through foreclosure.
Name Office
Paul L. Abbott Director, President,
Chief Executive Officer and
Chief Financial Officer
James L. Greig Vice President
Robert J. Hellman Vice President
Paul L. Abbott, 51, is a Managing Director of Lehman Brothers. Mr. Abbott
joined Lehman Brothers in August 1988, and is responsible for investment
management of residential, commercial and retail real estate. Prior to joining
Lehman Brothers, Mr. Abbott was a real estate consultant and a senior officer
of a privately held company specializing in the syndication of private real
estate limited partnerships. From 1974 through 1983, Mr. Abbott was an officer
of two life insurance companies and a director of an insurance agency
subsidiary. Mr. Abbott received his formal education in the undergraduate and
graduate schools of Washington University in St. Louis.
James L. Greig, 48, Vice President, joined Lehman Brothers in 1987, and is
engaged in asset management for commercial and residential real estate. From
1984 to 1987, Mr. Greig was a Regional Vice President of the asset management
arm of Integrated Resources, Inc. From 1980 to 1984, he was a Vice President of
Landauer Associates, Inc., real estate consultants, where he managed the real
property investments of overseas and domestic pension funds and was involved in
various assignments for major mortgage lenders. He was employed in the real
estate and mortgage loan area of New York Life Insurance Company from 1978 to
1980, and with Helmsley-Spear, Inc. from 1973 to 1978. Mr. Greig received a
B.A. degree from Syracuse University, and an M.A. from New York University. He
holds a Certified Property Manager (CPM) designation from the Institute of Real
Estate Management.
Robert J. Hellman, 42, is a Senior Vice President of Lehman Brothers and is
responsible for investment management of retail, commercial and residential
real estate. Since joining Lehman Brothers in 1983, Mr. Hellman has been
involved in a wide range of activities involving real estate and direct
investments including origination of new investment products, restructurings,
asset management and the sale of commercial, retail and residential properties.
Prior to joining Lehman Brothers, Mr. Hellman worked in strategic planning for
Mobil Oil Corporation and was an associate with an international consulting
firm. Mr. Hellman received a bachelor's degree from Cornell University, a
master's degree from Columbia University, and a law degree from Fordham
University.
ASP Associates
ASP Associates is a California limited partnership formed on May 14, 1985, the
sole general partner of which is American Storage Properties, Inc. ("ASP,
Inc."), a wholly-owned subsidiary of Goodman Segar Hogan, Inc. ("GSH"). The
names of and the positions held by the directors and executive officers of ASP,
Inc. are as set forth below.
Name Office
Robert M. Stanton Chairman of the Board
Mark P. Mikuta President
Julie R. Adie Vice President and Secretary
Robert M. Stanton, 58, is the retired Chairman and Chief Executive Officer of
GSH, a diversified commercial real estate company headquartered in Norfolk,
Virginia. Mr. Stanton joined GSH in 1966 and retired from the company in 1993.
He is currently President of Stanton Partners, Inc., a real estate investment
and advisory firm. Mr. Stanton serves as a Trustee of the Urban Land Institute
(ULI) and is a past Trusted and State Director of the International Council of
Shopping Centers (ICSC). He was chairman of the 1981 edition of The Dollars
and Cents of Shopping Centers, published by ULI. Mr. Stanton co-authored The
Valuation of Shopping Centers, published by the American Institute of Real
Estate Appraisers. Currently, he serves on the advisory board of Norfolk
Southern Corporation and is Chairman of the Greater Norfolk Corporation. He
holds the Certified Property Manager (CPM) designation conferred by the
Institute of Real Estate Management. Mr. Stanton also serves as Chairman of
American Storage Properties, L.P. A graduate of Old Dominion University with a
B.A. Degree in Banking and Finance, he has served as Rector of the Board of
Visitors.
Mark P. Mikuta, 43, is Senior Vice President of Goodman Segar Hogan, Inc. and
is Vice President and Controller of Dominion Capital, Inc., a wholly-owned
subsidiary of Dominion Resources. Mr. Mikuta joined Dominion Resources in
1987. Prior to joining Dominion Resources, he was an internal auditor with
Virginia Commonwealth University in Richmond, Virginia from 1980 - 1987 and an
accountant with Coopers & Lybrand from 1977 - 1980. Mr. Mikuta earned a
bachelor of science degree in accounting from the University of Richmond in
1977. He is a Certified Public Accountant (CPA) and Certified Financial
Planner (CFP) in the state of Virginia and a member of the American Institute
of Certified Public Accountants.
Julie R. Adie, 42, is a Vice President of Goodman Segar Hogan, Inc. and Senior
Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH"). She is
responsible for investment management of a commercial real estate portfolio for
the company's Asset Management Division. Prior to GSHH, Ms. Adie was an asset
manager with Aetna Real Estate Investors from 1986 to 1988. Ms. Adie practiced
as an attorney from 1978 through 1984 and is currently a member of the Virginia
Bar Association. She holds a B.A. Degree from Duke University, a Juris Doctor
from University of Virginia and an M.B.A. from Dartmouth College.
Certain Matters Involving Affiliates
On July 31, 1993, Shearson Lehman Brothers Inc. ("Shearson") sold certain of
its domestic retail brokerage and asset management businesses to Smith Barney,
Harris Upham & Co. Incorporated ("Smith Barney"). Subsequent to this sale,
Shearson changed its name to Lehman Brothers Inc. ("Lehman"). The transaction
did not affect the ownership of the Partnership or the Partnership's General
Partners. However, the assets acquired by Smith Barney included the name
"Hutton." Consequently, effective August 3, 1995, the name of the Partnership
was changed to American Storage Properties, L.P. to delete any reference to
"Hutton." Additionally, effective July 31, 1993, the Hutton Storage Services,
Inc. general partner changed its name to Storage Services Inc. to delete any
reference to "Hutton."
On August 1, 1993, Goodman Segar Hogan, Incorporated ("GSH") transferred all of
its leasing, management and sales operations to Goodman Segar Hogan Hoffler,
L.P., a Virginia limited partnership ("GSHH"). On that date, the leasing,
management and sales operations of a portfolio of properties owned by the
principals of Armada/Hoffler were also obtained by GSHH. The general partner
of GSHH is Goodman Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH
Inc."), which has a one percent interest in GSHH. The stockholders of GSHH
Inc. are GSH with a sixty-two percent stock interest and H.K. Associates, L.P.,
an affiliate of Armada/Hoffler ("HK"), with a thirty-eight percent stock
interest. The remaining ninety-nine percentage interests in GSHH are limited
partnership interests owned fifty percent by GSH and forty-nine percent by HK.
The transaction did not affect the ownership of the ASP, Inc. general partner.
Item 11. Executive Compensation
Neither of the General Partners of the Registrant nor any of the directors and
officers of the General Partners or their affiliates received any compensation
from the Registrant during 1996. See Item 13 below with respect to a
description of certain costs of the General Partners and their affiliates
reimbursed by the Registrant.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Beneficial owners of 5% or more of Registrant's Securities
Amount and
Nature of
Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
Limited Partnership Public Storage, Inc. 14,608 Units 29.13%
Interest, $500 701 Western Ave (owned beneficially
per Interest Glendale, CA 91202 and of record)
(b) Neither of the General Partners of the Registrant nor any of the
directors and officers of their Affiliates owns any Units.
Item 13. Certain Relationships and Related Transactions
The General Partners and their Affiliates have received substantial fees and
compensation for managing the Properties pursuant to the Partnership Agreement.
Such fees and compensation were not determined in arm's-length negotiations.
For a description of all the types of compensation, fees, or other
distributions that may or will be paid by the Registrant or others to the
General Partners or their Affiliates in connection with the operations of the
Registrant, reference is made to the material contained on pages 13 through 17
of the Prospectus, under the section captioned "Compensation and Fees", and
pages 77 through 79 of the Prospectus under the section captioned "Offering and
Sale of the Units" which sections are incorporated herein by reference thereto.
Storage Services and ASP Associates did not receive any cash distributions from
Net Cash From Operations during fiscal year 1996 in accordance with the terms
of the Partnership Agreement. On January 2, 1997, $270,642 was distributed to
the General Partners representing a portion of their net proceeds from the
Sale. As of November 30, 1996, this amount was reflected as "Distribution
Payable" on the Partnership's consolidated balance sheet. The remaining
proceeds from the Sale and cash reserves will be first used to pay the
Partnership's remaining obligations and costs of liquidation. Any remaining
balance will be distributed to the Partners in accordance with the Partnership
Agreement. Please refer to Note 3 "Partnership Agreement" of the Notes to the
Consolidated Financial Statements contained in the Partnership's Annual Report
to Unitholders for the year ended November 30, 1996, filed as an exhibit under
Item 14.
Pursuant to Section 12(g) of Registrant's Certificate and Agreement of Limited
Partnership, the General Partners may be reimbursed by the Registrant for
certain of their costs as described on page A-19 of the Prospectus, which
description is incorporated herein by reference thereto. First Data Investor
Services Group (formerly The Shareholder Services Group) provides partnership
accounting and investor relations services for the Partnership. Prior to May
1993, these services were provided by a former subsidiary of Lehman. Pursuant
to such provision, during the year ended November 30, 1996, the General
Partners and their affiliates were entitled to receive reimbursements
aggregating $122,825. As of November 30, 1996, $72,628 of this amount had been
paid to the General Partners with the remaining $50,197 still to be paid.
Please refer to Note 4 "Transactions with Related Parties" of the Notes to the
Consolidated Financial Statements contained in the Partnership's Annual Report
to Unitholders for the year ended November 30, 1996, filed as an exhibit under
Item 14.
PART IV
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
(a)(1) Financial Statements: Page
Independent Auditors' Report
Report of Arthur Andersen LLP. (1)
Consolidated Balance Sheets - At November 30,
1996 and 1995 (1)
Consolidated Statements of Income - For the
years ended November 30, 1996, 1995 and 1994 (1)
Consolidated Statements of Partners' Capital
(Deficit) - For the years ended November 30, 1996,
1995 and 1994 (1)
Consolidated Statements of Cash Flows - For the
years ended November 30, 1996, 1995 and 1994 (1)
Notes to the Consolidated Financial Statements (1)
(1)Incorporated by reference to the Partnership's Annual Report to Unitholders
for the year ended November 30, 1996, which is filed as an exhibit under
Item 14.
(a) (2) Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation
and Independent Auditors' Report thereon F-1 - F-3
No other schedules are presented because the information is not
applicable or is included in the financial statements or notes thereto.
(a) (3) Exhibit Index
3.1 Form of Amended and Restated Certificate and Agreement of
Limited Partnership (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-11, File No. 2-98071)
3.2 First Amendment to Amended and Restated Certificate and Agreement of
Limited Partnership (incorporated by reference to Exhibit 3.3 to
Post-Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, File No. 2-98071)
3.3 Second Amendment to Amended and Restated Certificate and Agreement of
Limited Partnership (incorporated by reference to Exhibit 3.4 to
Post-Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, File No. 2-98071)
10.1 Form of Management Agreement to be entered into between the Registrant
and any Affiliate providing certain services to the Registrant
(incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-11, File No. 2-98071)
10.2 Contract of Sale (Virginia) dated May 17, 1996 between American
Storage Properties, L.P. and Public Storage, Inc. (Incorporated by
reference from Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended August 31, 1996).
10.3 Contract of Sale (Fern Park) dated May 17, 1996 between Hutton/GSH
American Storage Properties, L.P. (Fern Park) and Public Storage, Inc.
(Incorporated by reference from Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996).
10.4 Contract of Sale (Oak Ridge) dated May 17, 1996 between Hutton/GSH
American Storage Properties, L.P. (Oak Ridge) and Public Storage, Inc.
(Incorporated by reference from Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996).
13.1 Annual Report to Unitholders for the year ended November 30, 1996
27.1 Financial Data Schedule
99.1 Portions of the prospectus of the Registrant dated September 9, 1985,
as supplemented by the Prospectus Supplement dated May 16, 1986, files
pursuant to Rules 424(b) and 424(c), respectively
(b) Reports on Form 8-K filed in the fourth quarter of fiscal 1996:
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN STORAGE PROPERTIES, L.P.
BY: Goodman Segar Hogan/American Storage Properties
Associates, a California Limited Partnership
General Partner
BY: American Storage Properties, Inc.
General Partner
Date: February 28, 1997 BY: s/Robert M. Stanton/
Name: Robert M. Stanton
Title: Chairman of the Board
BY: Storage Services, Inc.
General Partner
BY: s/Paul L. Abbott/
Name: Paul L. Abbott
Title: Director, President, Chief Executive
Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
STORAGE SERVICES, INC.
A General Partner
Date: February 28, 1997 BY: s/Paul L. Abbott/
Name: Paul L. Abbott
Title: Director, President, Chief Executive
Officer and Chief Financial Officer
Date: February 28, 1997 BY: s/James L. Greig/
Name: James L. Greig
Title: Vice President
Date: February 28, 1997
BY: s/Robert J. Hellman/
Name: Robert J. Hellman
Title: Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOODMAN SEGAR HOGAN/AMERICAN STORAGE
PROPERTIES ASSOCIATES
A California Limited Partnership
A General Partner
BY: American Storage Properties, Inc.
General Partner
Date: February 28, 1997
BY: s/Robert M. Stanton/
Name: Robert M. Stanton
Title: Chairman of the Board
Date: February 28, 1997 BY: s/Mark P. Mikuta/
Name: Mark P. Mikuta
Title: President
Date: February 28, 1997 BY: s/Julie R. Adie/
Name: Julie R. Adie
Title: Vice President and Secretary