SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MOBILE MINI, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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mobile mini, inc.
1834 West Third Street
Tempe, Arizona 85281
Dear Shareholders:
You are cordially invited to attend the 1998 Annual Shareholders
Meeting. The meeting will be held on Friday, October 2, 1998, at the Radisson
Airport Hotel/Southbank, 3333 East University Drive, Phoenix, Arizona 85034. The
meeting will begin at 3:00 p.m.
The formal notice of the meeting follows on the next page. No admission
tickets or other credentials will be required for attendance at the meeting.
Directors and officers are expected to be available before and after
the meeting to speak with you. During the meeting, we will answer your questions
regarding our business affairs and will consider the matters explained in the
notice and proxy statement that follow.
Please vote, sign and return the enclosed proxy as soon as possible,
whether or not you plan to attend the meeting. Your vote is important.
Sincerely,
Richard E. Bunger
Chairman of the Board
Steven G. Bunger
President & Chief Executive Officer
NOTICE OF ANNUAL SHAREHOLDERS MEETING
TO THE HOLDERS OF COMMON STOCK OF MOBILE MINI, INC.:
We will hold the Annual Shareholders Meeting of Mobile Mini, Inc., a
Delaware corporation (the "Company") at the Radisson Airport Hotel/Southbank,
3333 East University Drive, Phoenix, Arizona 85034 on October 2, 1998, at 3:00
p.m. local time. The meeting's purpose is to:
1. Elect 2 directors;
2. Approve an amendment to the Company's 1994 Stock Option Plan (the
"Plan") to increase the number of shares of the Company's Common Stock that may
be issued pursuant to the Plan from 750,000 shares to 1,200,000 shares;
3. Ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for 1998; and
4. Consider any other matters which properly come before the meeting
and any adjournments.
Only shareholders of record at the close of business on August 12, 1998
are entitled to receive notice of and to vote at the meeting. A list of
shareholders entitled to vote will be available for examination at the meeting
by any shareholder for any purpose germane to the meeting. The list will also be
available for the same purpose for ten days prior to the meeting at our
principal executive office at 1834 West Third Street, Tempe, Arizona 85281.
We have enclosed our 1997 annual report, including financial
statements, and the proxy statement with this notice of annual meeting.
To assure your representation at the meeting, please vote, sign, date
and return the enclosed proxy as soon as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person even if he or she previously has returned a proxy. Your proxy is
being solicited by the Board of Directors.
Sincerely,
/s/ Lawrence Trachtenberg
Lawrence Trachtenberg
Secretary
Tempe, Arizona
August 24, 1998
mobile mini, inc.
1834 West Third Street
Tempe, Arizona 85281
ANNUAL SHAREHOLDERS MEETING
PROXY STATEMENT
Annual Meeting: October 2, 1998 at 3:00 p.m., MST at the Radisson Airport
Hotel/Southbank, 3333 East University Drive, Phoenix, Arizona 85034.
Record Date: Close of business on August 12, 1998. If you were a shareholder at
that time, you may vote at the meeting. Each share is entitled to one vote. You
may not cumulate votes. On the record date, we have 7,878,583 shares of our
Common Stock outstanding.
Agenda:
1. Elect 2 directors;
2. Approve an amendment to the Company's 1994 Stock Option
Plan to increase the number of shares of our Common Stock that may be issued
pursuant to the Plan from 750,000 shares to 1,200,000 shares;
3. Ratify the appointment of Arthur Andersen LLP as our
independent auditors for 1998; and
4. Any other proper business.
Proxies: Unless you tell us on the proxy card to vote differently, we will vote
signed returned proxies "for" the Board's nominees and "for" agenda items 2 and
3. The Board or proxy holders will use their discretion on other matters. If a
nominee cannot or will not serve as a director, the Board or proxy holders will
vote for a person whom they believe will carry on our present policies.
Proxies Solicited By: The Board of Directors.
Mailing Date: We anticipate mailing this proxy statement on August 25, 1998.
Revoking Your Proxy: You may revoke your proxy before it is voted at the
meeting. To revoke, follow the procedures described on page 15 under "Voting
Procedures/Revoking Your Proxy."
Please Vote - Your Vote Is Important
CONTENTS
General Information....................................................... 1
*Proposal 1 - Election of Directors....................................... 2
Board Information......................................................... 3
*Proposal 2 - Amendments to 1994 Stock Option Plan........................ 4
*Proposal 3 - Ratification of Appointment of Independent Auditors......... 6
Other Matters............................................................. 6
Executive Compensation and Other Information.............................. 10
Security Ownership of Certain Beneficial Owners and Management............ 13
Section 16(a) Beneficial Ownership Reporting Compliance................... 14
Voting Procedures/Revoking Your Proxy..................................... 15
Submission of Shareholder Proposals....................................... 16
Annual Report............................................................. 16
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* We expect to vote on these items at the meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Board Structure: The Board has 6 members. The directors are divided into three
classes. At each annual meeting, the term of one class expires. Directors in
each class serve for three years.
Board Nominees: The Board has nominated Ronald J. Marusiak and Lawrence
Trachtenberg for re-election as directors, each to serve a three-year term
expiring at our 2001 annual meeting.
Ronald J. Marusiak has been a director since February 1996. He has been
the Division President of Micro-Tronics, Inc., a corporation engaged in
precision machining and tool and die building for companies throughout the U.S.,
for more than 10 years Mr. Marusiak is also the co-owner of R2B2 Systems, Inc.,
a computer hardware and software company, and a director of W. B. McKee
Securities, Inc. Mr. Marusiak received a Master of Science in Management from
LaVerne University in 1979 and graduated from the United States Air Force
Academy in 1971. Age 50.
Lawrence Trachtenberg is our Executive Vice President, Chief Financial
Officer, General Counsel, Secretary, Treasurer and a director. He joined us in
December 1995, and he is primarily responsible for all of our accounting,
banking and related financial matters. Mr. Trachtenberg is admitted to practice
law in the States of Arizona and New York and is a Certified Public Accountant
in New York. Mr. Trachtenberg served as Vice President and General Counsel at
Express American Mortgage, a mortgage banking company, from February 1994
through September 1995 and as Vice President and Chief Financial Officer of
Pacific International Services Corporation, a corporation engaged in car rentals
and sales, from March 1990 through January 1994. Mr. Trachtenberg received his
Juris Doctorate from Harvard Law
2
School in 1981 and his B.A. in Accounting/Economics from Queens College of the
City University of New York in 1977. Age 42.
The Board recommends that you vote "FOR" these nominees.
BOARD INFORMATION
Continuing Directors:
The terms of George E. Berkner and Steven G. Bunger expire at the 1999
annual meeting, and the terms of Richard E. Bunger and Stephen A McConnell
expire at the 2000 annual meeting.
Richard E. Bunger has served as our Chairman of the Board and a
director since the Company's inception in 1983. He also served as our Chief
Executive Officer and President through April 1997, and since April 1997 as our
Director of Product Research and Market Development. He has been awarded
approximately 70 patents, many related to portable storage technology. For a
period of approximately 25 years prior to founding the Company, Mr. Bunger owned
and operated Corral Industries Incorporated, a designer/builder of integrated
animal production facilities, and a designer/builder of mini storage facilities.
He is the father of Steven G. Bunger. Age 61.
Steven G. Bunger has served as our Chief Executive Officer, President,
and a director since April 1997. Prior to April 1997, he served as our Chief
Operating Officer and a director. Mr. Bunger graduated from Arizona State
University in 1986 with a B.A. in Business Administration. He is the son of
Richard E. Bunger. Age 37.
George E. Berkner has been a director since December 1993. Since August
1992, Mr. Berkner has been the Vice President of AdGraphics, Inc., a computer
graphics company. Mr. Berkner graduated from St. Johns University with a B.A. in
Economics/Business in 1956. Age 64.
Stephen A McConnell has been a director since August 1998. Since
January 1992, he has served as the President of Solano Ventures, a Phoenix-based
investment firm. He served as Chairman of Mallco Lumber & Building Materials,
Inc., a Phoenix-based wholesale distributor of lumber and doors, from September
1991 to July 1997 and as President of Belt Perry Associates, Inc., a
Phoenix-based property tax consulting firm, from September 1991 until October
1995. He is also a director of Pilgrim America Capital Corporation, Vodavi
Technology, Inc. and Capital Title Group, Inc. Age 45.
Board Meetings: In 1997, the Board held 3 meetings. Each director attended all
of his Board and committee meetings.
3
Board Committees:
The Board has an audit committee and a compensation committee. Messrs.
Berkner and Marusiak, who are non-employee directors, were the members of those
committees during 1997. They and Mr. McConnell, a non-employee director who was
elected a director in August 1998, are currently the members of those
committees.
The audit committee recommends appointment of the Company's independent
auditors. It also approves audit reports and internal controls, and meets with
management and the independent auditors to review the results and scope of the
audit and the services provided by the independent auditors. The audit committee
held one meeting during 1997.
The compensation committee manages officer compensation and administers
our compensation and incentive plans, including the 1994 Stock Option Plan. The
compensation committee acted by unanimous consent in lieu of meeting during
1997.
The Board does not have a nominating committee. The entire Board
performs those functions.
Board Compensation:
Non-employee directors receive $500 for each quarterly meeting and are
reimbursed any expenses related to their Board service. Non-employee directors
also receive options to purchase 7,500 shares on August 1st of each year of
their term. The exercise price of the options is the fair market value of our
shares on the date of grant.
Directors who are also officers do not receive any separate
compensation for serving as directors.
PROPOSAL 2
AMENDMENT TO 1994 STOCK OPTION PLAN
In August 1998, the Board approved an amendment to the 1994 Stock
Option Plan, subject to approval by the shareholders at the Annual Meeting, to
increase from 750,000 to 1,200,000 the number of shares of Common Stock that may
be issued pursuant to the Plan.
The Board recommends a vote "FOR" the proposed amendment to the Plan.
The Plan was initially approved by the Board and the shareholders in
1994. The purpose of the Plan is to promote and further the interests of the
Company and its shareholders by providing an incentive based form of
compensation to the directors, officers and other key employees of the Company
and consultants and other providers of services to the Company, by offering such
persons a proprietary interest in the Company and an increased personal interest
in its continued success and progress, and by providing an additional inducement
to remain in the Company's employ. As of August 5, 1998, the Company had granted
options to purchase a total of 760,300 shares of Common Stock under the Plan.
Options to purchase shares in excess of the
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750,000 shares presently authorized under the Plan are issued contingent upon
shareholder approval of the proposed amendment to the Plan.
General Terms and Provisions of the Plan
Under the Plan, both incentive stock options ("ISOs"), which are
intended to meet the requirements of Section 422 of the Internal Revenue Code,
and non-qualified stock options may be granted. ISOs may be granted to our
employees, including our officers and other key personnel. Non-qualified stock
options may be granted to our non-employee directors, our officers and key
personnel, and to consultants and other non-employees who provide services to
the Company. Under the proposed amendments to the Plan, Restricted Stock could
also be awarded under the Plan. The terms of the Restricted Stock that could be
granted under the Plan are described below.
The Plan presently provides the grant of options to purchase a maximum
of 750,000 shares of our Common Stock. The exercise price for any option granted
under the Plan may not be less than 100% (110% if the option is an ISO granted
to a shareholder who owns more than 10% of the total combined voting power of
the stock of the Company) of the fair market value of the Common Stock at the
time the option is granted. The option holder may pay the exercise price in cash
or, if approved by the Compensation Committee, by delivery of a promissory note
or other property.
The Plan is administered by the Compensation Committee of the Board,
which determines whether such options will be granted, whether such options will
be ISOs or non-qualified options, who will be granted options, the vesting
schedule of such options, the number of options to be granted, and the other
terms and conditions of the options. Each option granted must terminate no more
than 10 years from the date it is granted.
Reasons for and Effect of the Proposed Amendment
We believe that the approval of the proposed amendment to the Plan is
necessary to achieve the Plan's purposes and to promote the interest of the
Company and its shareholders generally. We believe that the proposed amendment
to the Plan will aid us in attracting, motivating and retaining qualified
personnel. The proposed amendment will also further strengthen the identity of
interests of the Company's directors, officers, and key employees with those of
its shareholders.
The increase in the number of shares reserved for issuance under the
Plan from 750,000 to 1,200,000 recognizes the growth of our operations and the
increase in the number of outstanding shares of our Common Stock during recent
periods. An increase in the number of shares issuable pursuant to the Plan will
enable to grant additional options and other awards to current participants as
well as to grant options and awards to new key employees which we anticipate
will be added in the future, particularly in connection with the execution of
our plans to enter into new markets.
5
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent
public accountants, to audit the consolidated financial statements of the
Company for the fiscal year ending December 31, 1998 and recommends that the
shareholders vote in favor of the ratification of such appointment. In the event
of a negative vote on such ratification, the Board of Directors will reconsider
its selection. The Board of Directors anticipates that representatives of Arthur
Andersen LLP will be present at the Annual Meeting, will have the opportunity to
make a statement if they desire, and will be available to respond to appropriate
questions.
OTHER MATTERS
The Board knows of no other matters to be submitted to the Annual
Meeting. If any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed proxy card to vote the shares
they represent as the Board may recommend.
COMPENSATION COMMITTEE INTERLOCKS
AND RELATED PARTY TRANSACTIONS
Messrs. Berkner and Marusiak served as the members of the compensation
committee of the Board during 1997. Neither of these directors was an executive
officer or otherwise an employee of Mobile Mini before or during such service,
and no executive officer of Mobile Mini served on any other company's
compensation committee.
We lease certain business locations from persons and companies related
to Mr. Richard E. Bunger, including his children. Mr. Bunger is an executive
officer, director and founder of the Company. We entered into an agreement,
effective January 1, 1994, to lease a portion of the property comprising our
Phoenix and Tucson locations from Mr. Bunger's five children, and we paid
$71,824 in lease payments in 1997. These leases will expire on December 31,
2003. We also lease our Rialto facility from Mobile Mini Systems, Inc. for total
annual base lease payments of $204,000, with annual adjustments based on the
consumer price index. In 1997, we paid $222,000 under the lease. This lease
expires in 2011. Management believes that the rental rates reflect the fair
market rental value of these properties, and the terms of these leases were
approved by the Company's non-employee directors before the lease terms started.
In March 1994 we needed additional acreage to expand our manufacturing
facility in Maricopa, Arizona , and began using approximately 22 acres of
property owned by Richard E. Bunger. We leased this property from Mr. Bunger for
$40,000 a year with an annual adjustment based on the Consumer Price Index. We
purchased the property from Mr. Bunger on March 29, 1996 for $335,000, which the
Board believes reflected the fair market value of the property.
We obtained services in 1997 from Skilquest, Inc., a company engaged in
sales and management support programs. Skilquest, Inc. is owned by Carolyn
Clawson, the daughter of Mr. Richard E. Bunger and sister to Steven G. Bunger.
We paid approximately $73,000 to
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Skilquest, Inc. in 1997 for services, and the Board believes this amount
reflects the fair market value for the services performed.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors, which is comprised only of
independent directors as defined by the Securities and Exchange Commission and
the Internal Revenue Service. As a part of its duties, the Compensation
Committee reviews compensation levels and performance of the Company's executive
officers. The Compensation Committee also administers the Company's short and
long-term incentive programs.
The following report of the Compensation Committee to the Board of
Directors shall not be deemed to be incorporated by reference into any previous
filing by the Company under either the Securities Act of 1933 ("Securities Act")
or the Securities Exchange Act of 1934 ("Exchange Act") that incorporates future
Securities Act or Exchange Act filings in whole or in part by reference.
Compensation Philosophy
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The Company encourages each individual to enhance the value of the
Company through their entrepreneurial efforts. As such, the Company positions
its base compensation levels consistent with the individual's performance and
skills, and the competitive marketplace.
Annual incentive payments are provided for achieving positive results
that prepare the Company for strategic growth and continued financial strength.
Annual incentives are designed to provide total cash compensation at competitive
levels relative to a peer group of companies in the durable goods leasing
industry as warranted by performance.
Long-term incentives in the form of stock options are provided to align
the interests of management and the shareholders, as well as reward for ongoing
strategic management of the Company.
In total, the three elements of the compensation program are designed
to provide a competitive compensation program given the Company's performance
relative to its expectations and the peer companies' performance.
An independent consulting firm conducted a complete review of the
executive compensation program of 1996. As a result of this review, increases in
compensation for the executive officers occurred during 1997. These increases
positioned the base compensation levels closer to the median compensation levels
in similar organizations. Periodic reviews by an independent consulting firm
will be conducted on an ongoing, but not necessarily annual, basis.
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Compensation of the Chairman
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Mr. Richard E. Bunger, the Company's founder, served as the Chairman of
the Board throughout 1997 and, until April 1997 the Chief Executive Officer. Mr.
Bunger also serves as Director of Product Research and Market Development.
During 1997, Mr. Bunger received base compensation of $175,000, an increase from
the $100,000 base compensation received in 1996. This increase provided Mr.
Bunger with a compensation package, when combined with an annual incentive award
and stock options, that is competitive.
In light of the significant improvement in financial performance over
1996, Mr. Bunger was awarded as cash incentive payment of $163,059 in 1997. The
incentive payment was based upon the Company earnings before taxes, increase in
the size of the Company's container rental fleet and revenue. During 1997,
earnings before one time charges, taxes and extraordinary items increased 135%,
rental fleet units increased 33% and revenues increased 8.6% over 1996 levels.
The Company considers long-term incentives, typically in the form of
stock options, as an important component of its overall executive compensation
program. During 1997, Mr. Bunger received stock options on 40,000 shares of the
Company's common stock. The Compensation Committee considered Mr. Bunger's
position within the Company, his contributions to the continuing success of the
Company and the increased value of the Company, in determining the stock option
award.
Compensation of the Chief Executive Officer
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Steven G. Bunger, the Chief Executive Officer and President, received a
base salary for 1997 of $170,000, an increase from $50,000 in 1996. The increase
was a result of Mr. Bunger's promotion to Chief Executive Officer and President
in April 1997 and competitive practices within similar companies.
In light of the increased corporate performance of the Company which is
above, Mr. Bunger received a cash annual incentive award of $119,577 in 1997.
During 1997, Mr. Bunger received stock options on 40,000 shares of the
Company's common stock. The Compensation Committee considered Mr. Bunger's
recent promotion, his contributions to the continuing success of the Company and
the increased value of the Company, in determining the stock option award.
Internal Revenue Code Section 162(m) Compliance
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Internal Revenue Code Section 162(m), enacted in 1993, limits the
deductibility of non-performance based compensation in excess of $1 million for
certain of the Company's executive offices. The non-performance based
compensation paid to the Company's executive officers in 1997 did not exceed the
$1 million limit per officer, nor is it expected that the non-performance based
compensation to be paid to the Company's executive officers in 1998 will exceed
the limit. In 1997, the Company's 1994 Stock Option Plan was amended to comply
with Section 162(m) so that the plan will qualify as performance based
compensation. As such, awards granted under the plan will not be subject to the
$1 million limitation.
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Because it is unlikely that the cash compensation payable to any of the
Company's executive officers will exceed the $1 million limitation in the
foreseeable future, the Committee has decided at this time not to take any other
action to limit or restructure the elements of cash compensation payable to the
Company's executive officers. The Committee will reconsider this decision should
the individual compensation of any executive officer approach $1 million.
Compensation Committee
George E. Berkner
Ronald J. Marusiak
Stephen A McConnell
PERFORMANCE GRAPH
The graph below compares cumulative total return of the Company, the
Nasdaq Stock Market (U.S.) Index and the Standard & Poor's (S&P) 500 Stock Index
from February 2, 1994 (the date the Company's common stock was first sold
publicly in a market) to December 31, 1997. The graph assumes that $100 was
invested on February 2, 1994, and any dividends were reinvested on the date on
which they were paid. Historical performance does not necessarily predict future
results.
02/94 12/94 12/95 12/96 12/97
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Mobile Mini ($) $100.00 $ 90.63 $ 93.75 $ 78.12 $145.30
S&P 500 ($) $100.00 $ 97.99 $134.81 $165.76 $221.07
Nasdaq US ($) $100.00 $ 95.77 $135.44 $166.58 $204.42
9
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table summarizes the compensation we paid the Chief
Executive Officer and each of the three other executive officers as of the end
of 1997 whose salary and bonus exceeded $100,000.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
------------------- ------------
Shares All Other
Name and Principal Position Fiscal Year Salary Bonus Underlying Options Compensation
- --------------------------- ----------- ------ ----- ------------------ ------------
Richard E. Bunger, 1997 $175,000 $163,059 40,000 $25,087(1)
Chairman of the Board of Directors, 1996 100,000 107,873 -- 21,100(1)
Director of Product Research and 1995 104,167 77, 808 -- 20,358(1)
Market Development
Steven G. Bunger, 1997 $170,000 $119,577 40,000 $ 5,000(2)
Chief Executive Officer, President, 1996 50,000 95,887 25,000 5,000(2)
and Director 1995 42,500 94,128 50,000 4,375(2)
Lawrence Trachtenberg, 1997 $145,000 $102,494 40,000 $ 5,000(2)
Chief Financial Officer, General 1996 50,000 95,887 25,000 5,000(2)
Counsel, Executive Vice President, 1995 -- -- 50,000 --
Secretary, Treasurer and Director
Burton K. Kennedy Jr., 1997 $ 99,045 $ 11,296 5,000 $ 5,000(2)
Senior Vice President of 1996 14,423 31,320 50,000 22,500(3)
Sale and Marketing 1995 -- -- -- --
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(1) The Company provides Richard E. Bunger with the use of a Company-owned
vehicle and a $2 million life insurance policy. The amount shown
represents the costs borne by the Company in connection with the vehicle,
including fuel, maintenance, license fees and other operating costs
($4,100 for each year) and the life insurance premiums paid by the
Company.
(2) Mr. Steven G. Bunger, Mr. Trachtenberg and Mr. Kennedy are each paid
$5,000 per year in consideration of their respective non-compete
agreements. Mr. Bunger entered into such agreement after the commencement
of the 1995 fiscal year.
(3) Mr. Kennedy's employment with the Company commenced in July 1996. In
1996, Mr. Kennedy received a sign-up incentive in connection with his
employment and such non-compete agreement.
Stock Options:
The following table lists our grants during 1997 of stock options to
the officers named in the Summary Compensation table. The amounts shown as
potential realizable values rely on arbitrarily assumed rates of share price
appreciation prescribed by the Securities and Exchange Commission. In assessing
those values, please note that the ultimate value of the options, as well
10
as your shares, depends on actual future share values. Market conditions and the
efforts of the directors, the officers and others to foster the future success
of the Company can influence those future share values.
The potential realizable values for all shareholders represent the
corresponding increases in the value of outstanding shares, assuming 6,739,324
shares were outstanding. Annual appreciation at 5% would increase the market
value of all outstanding shares by approximately $25 million and 10% annual
appreciation would increase it by approximately $62 million over the 10-year
term in the following table.
Option Grants In Last Fiscal Year
Potential Realizable Value at
Number of % of Total Assumed Annual Rate of Stock
Shares Options Granted Exercise or Price Appreciation for Option
Underlying to Employees in Base Price Expiration Term(1)
Name Options Granted Fiscal Year ($/sh) Date 5% ($) 10% ($)
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Richard E. Bunger 40,000 19% $3.25 March 2007 $211,756 $337,187
Steven G. Bunger 40,000 19% $3.25 & $4.50 March & June 2007 $252,479 $402,030
Lawrence Trachtenberg 40,000 19% $3.25 & $4.50 March & June 2007 $252,479 $402,030
Burton K. Kennedy Jr. 5,000 2% $3.25 March 2007 $26,470 $42,148
The following table sets forth certain information regarding the
exercise and values of options held by the officers named in the Summary
Compensation Table, as of December 31, 1997. The table contains values for "in
the money" options, meaning a positive spread between the year-end share price
of $5.812 and the exercise price. These values have not been, and may never be,
realized. The options might never be exercised, and the value, if any, will
depend on the share price on the exercise date.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-end Option Values
Number of Unexercised
Options at December 31, Value of Unexercised In-the-Money
1997 Options at December 31, 1997(1)
Shares Acquired
Name On Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------
Richard E. Bunger 0 $0 68,000/47,000 $282,200/$168,050
Steven G. Bunger 0 0 44,000/71,000 $175,400/$282,350
Lawrence Trachtenberg 0 0 44,000/71,000 $160,500/$269,500
Burton K. Kennedy Jr. 0 0 11,000/44,000 $41,250/$165,000
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(1) All the exercisable options were exercisable at a price less than the
last reported sale price of the Common Stock ($5.812) on the Nasdaq Stock
Market on December 31, 1997
11
Employment Agreements
As of August 15, 1998, the Company does not have employment agreements
with any of its executive offices. The Company and each of Mr. Steven G. Bunger,
Mr. Kennedy and Mr. Trachtenberg are parties to non-compete agreements under
which each officer is paid $5,000 per year.
The Company is negotiating employment agreements with Steven G. Bunger,
as President and Chief Executive Officer, Richard E. Bunger, as Chairman of the
Board of Directors and Director of Product Research and Market Development, and
Lawrence Trachtenberg, as Executive Vice President and Chief Financial Officer.
We anticipate that each agreement will have a three year term, and will renew
automatically each year, such that a minimum of two years of the term will
remain at all times. Other terms and conditions of the proposed employment
agreements are being negotiated and we anticipate that the agreements will be
finalized during September 1998.
1994 Stock Option Plan
A total of 750,000 shares of Common Stock are reserved for issuance
upon exercise of options granted under the 1994 Stock Incentive Plan, as amended
to date (the "Plan"). The Plan was originally adopted by the Board of Directors
in August 1994 and approved the shareholders at the Company's 1994 annual
meeting. As of August 5, 1998, options to purchase an aggregate of 759,800
shares of Common Stock were outstanding under the Plan at a weighted-average
exercise price of $4.66 per share. Options with respect to shares in excess of
the 750,00 shares presently authorized are contingent upon shareholder approval
of the proposed amendment to increase to 1,200,000 the number of shares
authorized to be issued under the Plan. See "Proposal 2--Amendment to 1994 Stock
Option Plan." No stock options may be granted under the Plan after August 1,
2004.
The Plan is administered by the Compensation Committee of the Board
(the "Administrator"). The Administrator has sole discretion and authority,
consistent with the provisions of the Plan, to select the persons to whom
options will be granted under the Plan, the number of shares which will be
covered by each option and the form and terms of agreements to be used to
represent the options. Directors, officers and other key employees of the
Company are eligible to participate in the Plan, as are consultants and others
who provide services to the Company. Non-employee directors of the Company are
automatically awarded options to purchase 7,500 shares on August 1 of each year.
The Administrator determines the exercise price of options granted
under the Plan. The exercise price of options must be at least equal to the fair
market value of a share of Common Stock on the date the option is granted (110%
in the case of incentive stock options with respect to optionees who own at
least 10% of the outstanding Common Stock). Incentive stock options may only be
granted to employees of the Company or of any subsidiary. No optionee may be
granted incentive stock options which first become exercisable during any
calendar year with respect to shares having an aggregate fair market value,
measured at the time of the grant, in excess of $100,000. Options granted under
the Plan may, in the discretion of the Administrator,
12
become exercisable in installments; however, upon any merger, acquisition or
other reorganization in which the Company is not the surviving corporation, or
upon a change in control of the Company, all options will be fully exercisable.
All options which have not previously been exercised or terminated will expire
on or before tenth anniversary of the date of grant, as determined by the
Administrator at the time of grant.
Options generally terminate on the ninetieth day following the
termination of the employment or one year following termination due to death or
disability. No option may be exercised after the expiration of its term. Options
granted under the Plan are not transferable other than by will or by the laws of
descent and distribution, and options may be exercised, during the lifetime of
the option holder, only by the option holder.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of August 5, 1998
with respect to the beneficial ownership of the Company's Common Stock by each
shareholder known by the Company to be the beneficial owner of more than five
percent of its outstanding Common Stock, by each director and executive officer
who owns shares of the Company's Common Stock, and by all executive officers and
directors as a group. Each person named has sole voting and investment power
with respect to all of the shares indicated, except as otherwise noted. The
address of each person named is 1834 West Third Street, Tempe, Arizona 85281,
unless otherwise noted.
Name Number(1)(2) Percent
---- ------------ -------
Richard E. Bunger 2,387,000(3) 30.0%
Steven G. Bunger 312,953(4) 3.9%
Lawrence Trachtenberg 70,691(5) *
Ronald J. Marusiak 130,200(6) 1.7%
George Berkner 26,750(7) *
Burton K. Kennedy, Jr. 23,000(8) *
Stephen A McConnell 4,875(9) *
REB/BMB Family Limited Partnership(10) 2,290,000 29.1%
Bunger Holdings, L.L.C.(11) 410,000 5.2%
Kennedy Capital Management, Inc.(12) 436,025 5.5%
10829 Olive Boulevard
St. Louis, Missouri 63141
All Directors and Executive Officers as a group 2,789,295 34.2%
(7 persons)
- ------------------
* Less than 1%.
(1) The inclusion herein of any shares of Common Stock does not constitute an
admission of beneficial ownership of such shares, but are included in
accordance with rules of the Securities and Exchange Commission ("SEC").
13
(2) Includes shares of Common Stock subject to options or warrants which are
presently exercisable or which may become exercisable within 60 days
following August 5, 1998 ("exercisable options").
(3) Includes 2,290,000 shares owned by REB/BMB Family Limited Partnership and
97,000 shares subject to exercisable options. Mr. Bunger disclaims any
beneficial ownership of shares held by REB/BMB Family Limited Partnership
in excess 1,640,430.
(4) Includes 82,000 shares owned by Bunger Holdings, L.L.C., 166,174 shares
owned by REB/BMB Family Limited Partnership 1,779 shares and 63,000
shares subject to exercisable options. Of the 166,174 shares owned by
REB/BMB Family Limited Partnership, 80,150 are held for members of Mr.
Bunger's immediate family.
(5) Includes 7,691 shares and 63,000 shares subject to exercisable options.
(6) Includes: (a) 12,400 shares held by Mr. Marusiak's children; (b) 11,050
shares held by Mr. Marusiak and his wife (c) 95,000 shares held by
Micro-Tronics, Inc.'s Profit Sharing Plan and Trust (the "Plan") of which
Mr. Marusiak is Trustee and Plan Administrator. Mr. Marusiak disclaims
any beneficial ownership of 80% of the shares held by the Plan, as his
pro rata ownership interest is limited to 20% of the Plan's assets; and
(d) 11,750 shares subject to exercisable options.
(7) Includes 9,000 shares and 17,750 shares subject to exercisable options.
(8) Includes 23,000 shares subject to exercisable options.
(9) Includes 3,000 shares and 1,875 shares subject to exercisable options and
stock purchase warrants.
(10) Richard E. Bunger and his wife, Barbara M. Bunger, are the general
partners of REB/BMB Family Limited Partnership.
(11) The members of Bunger Holdings, L.L.C. are Steven G. Bunger, Carolyn
Clawson, Michael Bunger, Jennifer Blackwell and Susan Keating, each a
child of Richard E. Bunger.
(12) Furnished in reliance upon information set forth in a Schedule 13G dated
February 10, 1998 and filed by Kennedy Capital Management, Inc. ("KCMI")
with the SEC, supplemented by Form 13F information reported by The Nasdaq
Stock Market as filed with the SEC as of May 22, 1998. KCMI is an
Investment Advisor registered under the Investment Advisors Act of 1940
according to information set forth in its Schedule 13G.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Based on a review of reports filed by our directors, executive officers
and beneficial holders of ten percent (10%) or more of our shares, and based
upon representations from those persons, all SEC stock ownership reports
required to be filed by those reporting persons during 1997 were timely made.
14
VOTING PROCEDURES/REVOKING YOUR PROXY
Voting
To be elected, directors must receive a plurality of the shares present
and voting in person or by proxy, provided a quorum exists. A plurality means
receiving the largest number of votes, regardless of whether that is a majority.
A quorum is present if at least a majority of the outstanding shares on the
Record Date (7,878,583 shares) are present in person or by proxy. All matters
submitted to you at the meeting other than the election of directors will be
decided by a majority of the votes cast on the matter, provided a quorum exists,
except as otherwise provided by law or by our Certificate of Incorporation or
Bylaws.
Those who fail to return a proxy or attend the meeting will not count
towards determining any required plurality, majority or quorum. Shareholders and
brokers returning proxies or attending the meeting who abstain from voting on a
proposition will count towards determining a quorum, plurality or majority for
that proposition.
The enclosed proxies will be voted in accordance with the instructions
you place on the proxy card. Unless otherwise stated, all shares represented by
your returned, signed proxy will be voted as noted on the first page of this
proxy statement.
Revocability of Proxies
Proxies may be revoked if you:
o Deliver a signed, written revocation letter, dated later than
the proxy, to the Secretary of the Company at the address set
forth on the first page of this Proxy Statement.
o Deliver a signed proxy, dated later than the first one to the
Secretary of the Company at the address set forth on the first
page of this Proxy Statement; or
o Attend the meeting and vote in person or by proxy. Attending
the meeting alone will not revoke your proxy.
Solicitation
The cost of this solicitation will be borne by the Company. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for expenses incurred in forwarding
solicitation materials to such beneficial owners. Proxies also may be solicited
by certain of the Company's directors and officers, personally or by telephone
or telegram, without additional compensation. The Company will reimburse
brokerage firms, banks and other custodians, nominees and fiduciaries for their
expenses reasonably incurred in forwarding solicitation material to the
beneficial owners of the Company's Common Stock.
15
SUBMISSION OF SHAREHOLDER PROPOSALS
From time to time, shareholders seek to nominate directors or to
present proposals for inclusion in the proxy statement and form of proxy, or
otherwise for consideration at the annual meeting. To be included in the proxy
statement or considered at an annual meeting, you must timely submit nominations
of directors or other proposals to the Company in addition to complying with
certain rules and regulations promulgated by the Securities and Exchange
Commission. We must receive proposals for our 1999 annual meeting no later than
April 22, 1999, for possible inclusion in the proxy statement, or between July 6
and August 4, 1999, for possible consideration at the meeting. Direct any
proposals, as well as related questions, to the Company's Secretary at the
address set forth on the first page of this Proxy Statement.
ANNUAL REPORT
Our 1997 Annual Report to Shareholders has been mailed to shareholders
concurrently with the mailing of this Proxy Statement, but is not incorporated
into this Proxy Statement and is not to be considered to be a part of the
Company's proxy solicitation materials.
Upon request, we will provide, without charge to each shareholder of
record as of the record date specified on the first page of this Proxy
Statement, a copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 as filed with the Securities and Exchange Commission. Any
exhibits listed in the Annual Report on Form 10-K also will be furnished upon
request at the actual expense incurred by the Company in furnishing such
exhibit. Any such requests should be directed to the Company's Secretary at the
Company's executive offices set forth on the first page of this Proxy Statement.
Tempe, Arizona
Dated: August 24, 1998
16
mobile mini, inc.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 2, 1998
The undersigned shareholder of MOBILE MINI, INC., a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement of the Company, each dated August
24, 1998, and hereby appoints Steven G. Bunger and Shirley A. Pullen, and each
of them, proxies and attorneys-in-fact, with full power to each of substitution,
on behalf and in the name of the undersigned, to represent the undersigned at
the 1998 Annual Meeting of Shareholders of the Company, to be held on October 2,
1998 at 3:00 p.m., local time, at the Radisson Airport Hotel, 3333 East
University Drive, Phoenix, Arizona, and at any adjournments thereof, and to vote
all shares of Common Stock of the Company which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
below:
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(Continued, and to be signed and dated, on reverse side.)
The undersigned hereby directs this Proxy to be voted as follows:
PLEASE MARK YOUR VOTES IN THE FOLLOWING
MANNER, USING DARK INK ONLY: [X]
FOR ALL NOMINEES WITHHOLD
(except as marked to ALL NOMINEES
the contrary below)
1. Election of two (2) Directors to serve until their successors
are elected and shall duly qualify. [ ] [ ]
Nominees: Ronald J. Marusiak;
Lawrence Trachtenberg
FOR, except vote withheld from the following nominee(s):
___________________________________
________________________________________________________
FOR AGAINST ABSTAIN
2. Proposal 2- Amendment of the Company's 1994 Stock Option
Plan to increase to 1,200,000 the number of shares that may be [ ] [ ] [ ]
issued thereunder.
3. Proposal 3- Ratify selection of Arthur Andersen LLP as
independent auditors for the 1998 fiscal year. [ ] [ ] [ ]
4. Any other matter or matters which may properly come before
the meeting or any adjournment or adjournments thereof. [ ] [ ] [ ]
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR PROPOSALS 1, 2 AND 3; AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
A majority of such attorneys or substitutes as shall be present and
shall act at said meeting or any adjournment or adjournments thereof (or if only
one shall be present and act, then that one) shall have and may exercise all of
the power of said attorneys-in-fact hereunder.
Dated:___________________, 1998
Signature(s)_______________________________________________
This proxy should be dated, signed by the shareholder(s) exactly as his
or her name appears herein, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate, if shares are held
by joint tenants or as community property, both shareholders should sign.