U-Store-It Trust/Robert J. Amsdell SC 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)
(Amendment No. )*
U-Store-It Trust
( Name of Issuer )
Common Stock
( Title of Class of Securities )
91274F 10 4
( CUSIP Number )
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 E. 9th Street, 20th Floor, Cleveland, OH 44114, (216) 696-8700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 8, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be
sent.
(Continued on following pages)
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*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
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The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes). |
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CUSIP No. |
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91274F 10 4 |
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2 |
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of |
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17 |
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1 |
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NAME OF REPORTING PERSON:
Robert J. Amsdell |
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (see instructions)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,173,263.5 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,897,605 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,173,263.5 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,897,605 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,070,868.5* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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6.9% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*Includes 1,326,936.5 Partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis
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CUSIP No. |
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91274F 10 4 |
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3 |
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17 |
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1 |
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NAME OF REPORTING PERSON
Barry L. Amsdell |
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (see instructions) |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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348,225.5 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,897,605 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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348,225.5 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,897,605 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,245,830.5* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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5.6% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*Includes 722,426.5 Partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis.
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CUSIP No. |
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91274F 10 4 |
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4 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSON
Amsdell and Amsdell |
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (see instructions) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Ohio
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,559,849* |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,559,849* |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,559,849* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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4.4% |
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14 |
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TYPE OF REPORTING PERSON* |
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PN |
*Includes 187,249 Partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis.
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CUSIP No. |
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91274F 10 4 |
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1 |
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NAMES OF REPORTING PERSON
Amsdell Holdings I, Inc. |
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (see instructions) |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Ohio
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SOLE VOTING POWER |
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NUMBER OF |
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337,756* |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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337,756* |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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337,756* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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0.58% |
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14 |
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TYPE OF REPORTING PERSON* |
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CO |
* Consists only of partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis.
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CUSIP No. |
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91274F 10 4 |
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6 |
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NAMES OF REPORTING PERSONS
Amsdell Real Estate Trust dtd. October 3, 1989 |
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (see instructions) |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Ohio
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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604,510* |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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604,510* |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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604,510* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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1.0% |
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14 |
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TYPE OF REPORTING PERSON* |
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OO |
* Consists only of partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis.
TABLE OF CONTENTS
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CUSIP No. 91274F 10 4
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Page 7 of 17 |
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Item 1. Security and Issuer.
This Schedule 13D relates to shares of common stock, par value $0.01 per share (the Shares),
of U-Store-It Trust, a Maryland real estate investment trust (the Company), which has its
principal executive offices at 6745 Engel Road, Suite 300, Cleveland, Ohio 44130.
Item 2. Identity and Background.
(a) Pursuant to Rule 13d-1(k), this Schedule 13D is filed by Robert J. Amsdell, Barry L.
Amsdell, Amsdell, and Amsdell (Amsdell and Amsdell), an Ohio general partnership, Amsdell Holdings
I, Inc. (Amsdell Holdings), an Ohio corporation and the Amsdell Real Estate Trust dated October
3, 1989 (the Trust), an Ohio trust (collectively, the Reporting Persons), for the purpose of
reporting acquisitions of Shares of the Company. Barry Amsdell and Robert Amsdell are brothers.
Each is a 50% general partner of Amsdell and Amsdell. Robert Amsdell is a 50% shareholder,
director and president of Amsdell Holdings, and Barry Amsdell is a 50% shareholder, director and
vice president of Amsdell Holdings. There are no other officers, director or shareholders of
Amsdell Holdings. The Trust was organized pursuant to the Real Estate Trust Agreement dated October
3, 1989 between Robert Amsdell and Barry Amsdell. Robert Amsdell is the sole trustee of the Trust.
(b) The address of the Reporting Persons is 6755 Engle Road, Suite A, Middleburg Heights, Ohio
44130.
(c) The principal occupation of each of Robert Amsdell and Barry Amsdell is investing in,
owning and operating real estate. The real estate operating companies of Robert Amsdell and Barry
Amsdell include Amsdell and Amsdell, Amsdell Construction, Inc. and Rising Tide Development LLC
(Rising Tide). Each company is located at 6755 Engle Road, Suite A, Middleburg Heights, Ohio
44130. The principal business of Amsdell and Amsdell is investing in, owning and operating real
estate. The principal business of each of Amsdell Holdings and the Trust is investing in real
estate.
(d) Negative with respect to the Reporting Persons.
(e) Negative with respect to the Reporting Persons.
(f) Barry Amsdell and Robert Amsdell are citizens of the United States of America. Amsdell and
Amsdell, Amsdell Holdings and the Trust are organized under the laws of the State of Ohio.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported in Item 5(c) as having been acquired by Robert Amsdell were acquired for
the aggregate purchase price of approximately $1,283,000 (excluding commissions) with Robert
Amsdells personal funds. The Shares reported in Item 5(c) as having been acquired by Amsdell and
Amsdell were acquired for the aggregate purchase price of approximately $30,595,000 (excluding
commissions) with borrowed funds.
On August 14, 2007, Amsdell and Amsdell entered into a loan for $20.0 million from the Robert
J. Amsdell Family Irrevocable Trust dated June 4, 1998 (the RJA Trust). The loan is
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CUSIP No. 91274F 10 4
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Page 8 of 17 |
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payable on demand and bears interest at the rate of LIBOR plus 165 basis points. The cognovit demand
promissory note evidencing the loan is attached as Exhibit 7.1.
On June 15, 2006, Amsdell and Amsdell entered into a loan for up to $6.5 million from the RJA
Trust. The loan is payable on demand and currently bears interest at the rate of LIBOR plus 185
basis points. The cognovit demand promissory note evidencing the loan is attached as Exhibit 7.2.
On June 15, 2006, Amsdell and Amsdell entered into a loan for up to $6.5 million from the
Loretta Amsdell Family Irrevocable Trust dated June 4, 1998 (the LA Trust). The loan is payable
on demand and currently bears interest at the rate of LIBOR plus 185 basis points. The cognovit
demand promissory note evidencing the loan is attached as Exhibit 7.3.
Item 4. Purpose of Transaction.
As disclosed in the Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on August 7, 2007, and in order to settle certain disputes that had arisen
among the Company and various parties, the Company entered into a Settlement Agreement and Mutual
Release, dated August 6, 2007 (the Settlement Agreement), by and among the Company, U-Store-It,
L.P., the Companys operating partnership (USI), USI Development, LLC, YSI Management LLC,
U-Store-It Mini Warehouse Co., Dean Jernigan, President and Chief Executive Officer of the Company,
Kathleen A. Weigand, Executive Vice President, General Counsel and Secretary of the Company, Rising
Tide, Amsdell and Amsdell, Robert Amsdell, Barry Amsdell, Todd C. Amsdell and Kyle V. Amsdell.
As a part of the Settlement Agreement, Robert Amsdell and Barry Amsdell agreed pursuant to the
terms of a Standstill Agreement with the Company, dated August 6, 2007, that through June 30, 2008,
unless approved in advance by the independent members of the Board of Trustees of the Company,
neither they, nor any member of their family, nor any company or trust controlled by all or any one
of them, will: (i) participate in any proxy solicitation or initiate any shareholder proposal; (ii)
take any action to convene a meeting of shareholders; (iii) take any action, including making any
public or private proposal or announcement, that could result in an extraordinary corporate
transaction relating to the Company, including a tender or exchange offer for Company securities, a
merger, business combination, sale of substantially all assets, liquidation or consolidation; (iv)
form, join or in any way participate in a group for the purpose of taking any actions described in
the foregoing; (v) advise, assist or encourage any other person in connection with any of the
foregoing; or (vi) direct, advise or cause any of their family trusts to take any action restricted
or prohibited under the Standstill Agreement. Notwithstanding the foregoing, in the event that an
unrelated third party, without the consent of Robert Amsdell, Barry Amsdell or Robert Amsdells
son, Todd Amsdell, initiates a tender offer, proxy contest, merger, consolidation, or other
business combination with the Company, Robert Amsdell and Barry Amsdell have the same rights as any
other shareholder of the Company, including the right to vote or tender their Shares and to provide
the Company with a competing offer. The Standstill Agreement is attached as Exhibit 7.4.
The Settlement Agreement, the Standstill Agreement and the other various agreements executed
among the parties in connection with the Settlement Agreement are conditioned upon
the closing of the acquisition of self-storage facilities from Rising Tide pursuant to a
Purchase and Sale Agreement dated August 6, 2007 by and between Rising Tide and USI (the Purchase
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CUSIP No. 91274F 10 4
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Page 9 of 17 |
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Agreement). Rising Tide is controlled by Robert Amsdell and Barry Amsdell. The Purchase
Agreement provides for the purchase of 14 self-storage facilities by USI that currently are owned
by Rising Tide, and have been managed and operated by the Company since its initial public offering
in October 2004. The aggregate purchase price for the Rising Tide properties is $121.0 million.
Robert Amsdell and Amsdell and Amsdell purchased the Shares for investment. Other than in
connection with the Purchase Agreement, pursuant to the instructions for items (a) through (j) of
Item 4 of Schedule 13D, none of the Reporting Persons currently have plans or proposals that relate
to or would result in any of the following:
(i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Company;
(ii) the sale or transfer of a material amount of assets of the Company;
(iii) a change in the present board of directors or management of the Company;
(iv) a material change in the present capitalization or dividend policy of the Company;
(v) a material change in the business or corporate structure of the Company;
(vi) a change to the declaration of trust, or bylaws of the Company, or an impediment to the
acquisition of control of the Company, by any person;
(vii) the delisting from the New York Stock Exchange of the Companys Shares;
(viii) a class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(ix) any action similar to any of those enumerated in (i) through (viii) above.
Subject to the terms of the Standstill Agreement, each of the Reporting Persons reserves the
right to modify its or his plans and proposals. Further, subject to the Standstill Agreement and
applicable laws and regulations, the Reporting Persons may formulate plans and proposals that may
result in the occurrence of an event set forth in (i) through (ix) above or in Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities and Exchange
Commission by the Company, there are 57,686,826 Shares outstanding.
Robert Amsdell beneficially owns 2,743,932 Shares and 1,326,936.5 partnership units of USI (the
Units), which are redeemable for shares of the
Company on a one-for-one basis, including 2,372,600 Shares and 187,249 Units owned by Amsdell and
Amsdell, 337,756 Units owned by Amsdell Holdings and 604,510 Units owned by
the Trust, or 6.9% of the outstanding Shares plus Units beneficially owned by Robert Amsdell.
Barry Amsdell beneficially owns 2,523,404 Shares and 722,426.5 Units of USI,
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CUSIP No. 91274F 10 4
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Page 10 of 17 |
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including 2,372,600 Shares and 187,249 Units
owned by Amsdell and Amsdell and 337,756 Units owned by Amsdell Holdings, or 5.6% of the
outstanding Shares plus Units beneficially owned by Barry Amsdell. Amsdell and Amsdell
beneficially owns 2,372,600 Shares and 187,249 Units of USI, or 4.4% of the outstanding Shares plus Units beneficially owned by
Amsdell and Amsdell. As 50% general partners of Amsdell and Amsdell, each of Barry Amsdell and
Robert Amsdell may be deemed to beneficially own all Shares held by Amsdell and Amsdell. Amsdell
Holdings owns 337,756 Units of USI, or approximately 0.58% of the outstanding Shares plus Units beneficially owned by Amsdell
Holdings. As 50% shareholders of Amsdell Holdings, Robert Amsdell and Barry Amsdell may each be
deemed to beneficially own all Shares owned by Amsdell Holdings. The Trust owns 604,510 Units of
USI, or approximately 1.0%
of the outstanding Shares plus Units beneficially owned by the Trust. As sole trustee of the
Trust, Robert Amsdell may be deemed to beneficially own all Shares owned by the Trust.
Robert Amsdell and Barry Amsdell determined to purchase the Shares reported in Item 5(c) as
having been acquired by Amsdell and Amsdell. For all other purposes, the Reporting Persons
disclaim that they are members of a group.
(b) Robert Amsdell has sole power to vote, or to direct the voting of, and sole power to
dispose or to direct the disposition of, the Shares and Units owned by him individually. Barry
Amsdell has sole power to vote, or to direct the voting of, and sole power to dispose or to direct
the disposition of, the Shares and Units owned by him individually. Barry Amsdell and Robert
Amsdell, as 50% general partners of Amsdell and Amsdell, have shared power to vote, or to direct
the voting of, and shared power to dispose or to direct the disposition of, the Shares and Units
owned by Amsdell and Amsdell. Barry Amsdell and Robert Amsdell, as the sole directors of Amsdell
Holdings, have shared power to vote, or to direct the voting of, and shared power to dispose or to
direct the disposition of, the Units owned by Amsdell Holdings. As sole trustee of the Trust,
Robert Amsdell has sole power to vote, or the direct the voting of, and sole power to dispose or to
direct the disposition of, the Units owned by the Trust.
(c) During the past 60 days, Robert Amsdell purchased 100,000 Shares and Amsdell and Amsdell
purchased 2,239,100 Shares in open market transactions as set forth below:
Purchases by Amsdell and Amsdell:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Per Share Price |
|
|
|
|
|
|
(Excluding Commissions) |
Date |
|
Number of Shares |
|
($) |
8/7/07 |
|
|
10,000 |
|
|
|
12.95 |
|
8/7/07 |
|
|
100 |
|
|
|
13.00 |
|
8/7/07 |
|
|
700 |
|
|
|
13.07 |
|
8/7/07 |
|
|
700 |
|
|
|
13.08 |
|
8/7/07 |
|
|
2,200 |
|
|
|
13.13 |
|
8/7/07 |
|
|
900 |
|
|
|
13.14 |
|
8/7/07 |
|
|
700 |
|
|
|
13.15 |
|
8/7/07 |
|
|
400 |
|
|
|
13.16 |
|
|
|
|
CUSIP No. 91274F 10 4
|
|
Page 11 of 17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Per Share Price |
|
|
|
|
|
|
(Excluding Commissions) |
Date |
|
Number of Shares |
|
($) |
8/7/07 |
|
|
100 |
|
|
|
13.18 |
|
8/7/07 |
|
|
300 |
|
|
|
13.19 |
|
8/7/07 |
|
|
25,800 |
|
|
|
13.20 |
|
8/7/07 |
|
|
500 |
|
|
|
13.21 |
|
8/7/07 |
|
|
1,400 |
|
|
|
13.22 |
|
8/7/07 |
|
|
500 |
|
|
|
13.23 |
|
8/7/07 |
|
|
10,900 |
|
|
|
13.24 |
|
8/7/07 |
|
|
50,600 |
|
|
|
13.25 |
|
8/7/07 |
|
|
100 |
|
|
|
13.26 |
|
8/7/07 |
|
|
500 |
|
|
|
13.27 |
|
8/7/07 |
|
|
800 |
|
|
|
13.29 |
|
8/7/07 |
|
|
700 |
|
|
|
13.30 |
|
8/7/07 |
|
|
1,100 |
|
|
|
13.33 |
|
8/7/07 |
|
|
100 |
|
|
|
13.34 |
|
8/7/07 |
|
|
1,000 |
|
|
|
13.37 |
|
8/7/07 |
|
|
600 |
|
|
|
13.39 |
|
8/7/07 |
|
|
1,200 |
|
|
|
13.40 |
|
8/7/07 |
|
|
2,500 |
|
|
|
13.41 |
|
8/7/07 |
|
|
300 |
|
|
|
13.42 |
|
8/7/07 |
|
|
4,000 |
|
|
|
13.43 |
|
8/7/07 |
|
|
3,600 |
|
|
|
13.44 |
|
8/7/07 |
|
|
21,200 |
|
|
|
13.45 |
|
8/7/07 |
|
|
500 |
|
|
|
13.46 |
|
8/7/07 |
|
|
400 |
|
|
|
13.48 |
|
8/7/07 |
|
|
900 |
|
|
|
13.49 |
|
8/7/07 |
|
|
18,600 |
|
|
|
13.50 |
|
8/7/07 |
|
|
8,200 |
|
|
|
13.51 |
|
8/7/07 |
|
|
5,000 |
|
|
|
13.52 |
|
8/7/07 |
|
|
3,100 |
|
|
|
13.53 |
|
8/7/07 |
|
|
3,300 |
|
|
|
13.54 |
|
8/7/07 |
|
|
3,200 |
|
|
|
13.55 |
|
8/7/07 |
|
|
8,600 |
|
|
|
13.56 |
|
8/7/07 |
|
|
6,200 |
|
|
|
13.57 |
|
8/7/07 |
|
|
2,200 |
|
|
|
13.58 |
|
8/7/07 |
|
|
1,600 |
|
|
|
13.59 |
|
8/7/07 |
|
|
2,600 |
|
|
|
13.60 |
|
8/7/07 |
|
|
800 |
|
|
|
13.61 |
|
8/7/07 |
|
|
2,300 |
|
|
|
13.62 |
|
8/7/07 |
|
|
4,400 |
|
|
|
13.63 |
|
8/7/07 |
|
|
303,700 |
|
|
|
13.64 |
|
8/7/07 |
|
|
4,800 |
|
|
|
13.65 |
|
8/7/07 |
|
|
700 |
|
|
|
13.66 |
|
8/7/07 |
|
|
1,200 |
|
|
|
13.67 |
|
8/7/07 |
|
|
3,300 |
|
|
|
13.68 |
|
8/7/07 |
|
|
4,100 |
|
|
|
13.69 |
|
8/7/07 |
|
|
2,500 |
|
|
|
13.70 |
|
|
|
|
CUSIP No. 91274F 10 4
|
|
Page 12 of 17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Per Share Price |
|
|
|
|
|
|
(Excluding Commissions) |
Date |
|
Number of Shares |
|
($) |
8/7/07 |
|
|
2,000 |
|
|
|
13.71 |
|
8/7/07 |
|
|
2,400 |
|
|
|
13.73 |
|
8/7/07 |
|
|
800 |
|
|
|
13.74 |
|
8/7/07 |
|
|
2,400 |
|
|
|
13.75 |
|
8/7/07 |
|
|
7,100 |
|
|
|
13.76 |
|
8/7/07 |
|
|
2,800 |
|
|
|
13.77 |
|
8/7/07 |
|
|
3,400 |
|
|
|
13.78 |
|
8/7/07 |
|
|
600 |
|
|
|
13.79 |
|
8/7/07 |
|
|
5,500 |
|
|
|
13.80 |
|
8/7/07 |
|
|
1,400 |
|
|
|
13.81 |
|
8/7/07 |
|
|
5,100 |
|
|
|
13.82 |
|
8/7/07 |
|
|
3,400 |
|
|
|
13.84 |
|
8/7/07 |
|
|
1,700 |
|
|
|
13.85 |
|
8/7/07 |
|
|
900 |
|
|
|
13.86 |
|
8/7/07 |
|
|
3,200 |
|
|
|
13.87 |
|
8/7/07 |
|
|
2,600 |
|
|
|
13.88 |
|
8/7/07 |
|
|
2,900 |
|
|
|
13.89 |
|
8/7/07 |
|
|
12,500 |
|
|
|
13.90 |
|
8/7/07 |
|
|
9,300 |
|
|
|
13.91 |
|
8/7/07 |
|
|
6,900 |
|
|
|
13.92 |
|
8/7/07 |
|
|
5,400 |
|
|
|
13.93 |
|
8/7/07 |
|
|
6,500 |
|
|
|
13.94 |
|
8/7/07 |
|
|
5,200 |
|
|
|
13.95 |
|
8/7/07 |
|
|
9,600 |
|
|
|
13.96 |
|
8/7/07 |
|
|
5,000 |
|
|
|
13.97 |
|
8/7/07 |
|
|
8,900 |
|
|
|
13.98 |
|
8/7/07 |
|
|
11,300 |
|
|
|
13.99 |
|
8/7/07 |
|
|
168,900 |
|
|
|
14.00 |
|
8/7/07 |
|
|
1,200 |
|
|
|
14.01 |
|
8/7/07 |
|
|
1,500 |
|
|
|
14.02 |
|
8/7/07 |
|
|
100 |
|
|
|
14.03 |
|
8/7/07 |
|
|
800 |
|
|
|
14.04 |
|
8/7/07 |
|
|
1,300 |
|
|
|
14.05 |
|
8/7/07 |
|
|
200 |
|
|
|
14.06 |
|
8/7/07 |
|
|
1,500 |
|
|
|
14.07 |
|
8/8/07 |
|
|
900 |
|
|
|
13.17 |
|
8/8/07 |
|
|
1,400 |
|
|
|
13.18 |
|
8/8/07 |
|
|
6,100 |
|
|
|
13.19 |
|
8/8/07 |
|
|
2,700 |
|
|
|
13.20 |
|
8/8/07 |
|
|
1,200 |
|
|
|
13.21 |
|
8/8/07 |
|
|
2,700 |
|
|
|
13.22 |
|
8/8/07 |
|
|
5,000 |
|
|
|
13.23 |
|
8/8/07 |
|
|
3,900 |
|
|
|
13.24 |
|
8/8/07 |
|
|
5,100 |
|
|
|
13.25 |
|
8/8/07 |
|
|
8,200 |
|
|
|
13.26 |
|
8/8/07 |
|
|
4,800 |
|
|
|
13.27 |
|
|
|
|
CUSIP No. 91274F 10 4
|
|
Page 13 of 17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Per Share Price |
|
|
|
|
|
|
(Excluding Commissions) |
Date |
|
Number of Shares |
|
($) |
8/8/07 |
|
|
9,500 |
|
|
|
13.28 |
|
8/8/07 |
|
|
9,000 |
|
|
|
13.29 |
|
8/8/07 |
|
|
297,600 |
|
|
|
13.30 |
|
8/8/07 |
|
|
7,100 |
|
|
|
13.31 |
|
8/8/07 |
|
|
66,300 |
|
|
|
13.32 |
|
8/8/07 |
|
|
4,300 |
|
|
|
13.33 |
|
8/8/07 |
|
|
20,700 |
|
|
|
13.34 |
|
8/8/07 |
|
|
42,100 |
|
|
|
13.35 |
|
8/8/07 |
|
|
7,700 |
|
|
|
13.36 |
|
8/8/07 |
|
|
9,300 |
|
|
|
13.37 |
|
8/8/07 |
|
|
7,300 |
|
|
|
13.38 |
|
8/8/07 |
|
|
9,700 |
|
|
|
13.39 |
|
8/8/07 |
|
|
10,200 |
|
|
|
13.40 |
|
8/8/07 |
|
|
8,900 |
|
|
|
13.41 |
|
8/8/07 |
|
|
8,300 |
|
|
|
13.42 |
|
8/8/07 |
|
|
12,400 |
|
|
|
13.43 |
|
8/8/07 |
|
|
7,600 |
|
|
|
13.44 |
|
8/8/07 |
|
|
2,100 |
|
|
|
13.45 |
|
8/8/07 |
|
|
3,700 |
|
|
|
13.47 |
|
8/8/07 |
|
|
4,100 |
|
|
|
13.48 |
|
8/8/07 |
|
|
3,000 |
|
|
|
13.49 |
|
8/8/07 |
|
|
1,200 |
|
|
|
13.50 |
|
8/8/07 |
|
|
1,900 |
|
|
|
13.51 |
|
8/8/07 |
|
|
3,100 |
|
|
|
13.54 |
|
8/9/07 |
|
|
50,000 |
|
|
|
13.05 |
|
8/9/07 |
|
|
500 |
|
|
|
13.21 |
|
8/9/07 |
|
|
700 |
|
|
|
13.23 |
|
8/9/07 |
|
|
700 |
|
|
|
13.24 |
|
8/9/07 |
|
|
1,500 |
|
|
|
13.25 |
|
8/9/07 |
|
|
1,700 |
|
|
|
13.28 |
|
8/9/07 |
|
|
500 |
|
|
|
13.30 |
|
8/9/07 |
|
|
300 |
|
|
|
13.33 |
|
8/9/07 |
|
|
500 |
|
|
|
13.34 |
|
8/9/07 |
|
|
4,400 |
|
|
|
13.35 |
|
8/9/07 |
|
|
100 |
|
|
|
13.38 |
|
8/9/07 |
|
|
500 |
|
|
|
13.39 |
|
8/9/07 |
|
|
200 |
|
|
|
13.41 |
|
8/9/07 |
|
|
100 |
|
|
|
13.46 |
|
8/9/07 |
|
|
2,600 |
|
|
|
13.48 |
|
8/9/07 |
|
|
800 |
|
|
|
13.54 |
|
8/9/07 |
|
|
800 |
|
|
|
13.58 |
|
8/9/07 |
|
|
1,900 |
|
|
|
13.59 |
|
8/9/07 |
|
|
53,600 |
|
|
|
13.75 |
|
8/9/07 |
|
|
100 |
|
|
|
13.87 |
|
8/9/07 |
|
|
1,200 |
|
|
|
13.88 |
|
8/9/07 |
|
|
5,900 |
|
|
|
13.89 |
|
|
|
|
CUSIP No. 91274F 10 4
|
|
Page 14 of 17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Per Share Price |
|
|
|
|
|
|
(Excluding Commissions) |
Date |
|
Number of Shares |
|
($) |
8/9/07 |
|
|
200 |
|
|
|
13.90 |
|
8/9/07 |
|
|
1,200 |
|
|
|
13.92 |
|
8/9/07 |
|
|
7,400 |
|
|
|
13.93 |
|
8/9/07 |
|
|
10,300 |
|
|
|
13.94 |
|
8/9/07 |
|
|
49,400 |
|
|
|
13.95 |
|
8/9/07 |
|
|
7,000 |
|
|
|
13.96 |
|
8/9/07 |
|
|
14,600 |
|
|
|
13.97 |
|
8/9/07 |
|
|
32,800 |
|
|
|
13.98 |
|
8/9/07 |
|
|
29,200 |
|
|
|
13.99 |
|
8/9/07 |
|
|
519,300 |
|
|
|
14.00 |
|
Purchases by Robert Amsdell:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Per Share Price |
|
|
|
|
|
|
(Excluding Commissions) |
Date |
|
Number of Shares |
|
($) |
8/15/07 |
|
|
100 |
|
|
|
12.45 |
|
8/15/07 |
|
|
600 |
|
|
|
12.46 |
|
8/15/07 |
|
|
1,400 |
|
|
|
12.47 |
|
8/15/07 |
|
|
3,700 |
|
|
|
12.48 |
|
8/15/07 |
|
|
2,200 |
|
|
|
12.49 |
|
8/15/07 |
|
|
1,500 |
|
|
|
12.50 |
|
8/15/07 |
|
|
400 |
|
|
|
12.52 |
|
8/15/07 |
|
|
1,300 |
|
|
|
12.53 |
|
8/15/07 |
|
|
1,700 |
|
|
|
12.54 |
|
8/15/07 |
|
|
500 |
|
|
|
12.56 |
|
8/15/07 |
|
|
700 |
|
|
|
12.57 |
|
8/15/07 |
|
|
1,200 |
|
|
|
12.58 |
|
8/15/07 |
|
|
700 |
|
|
|
12.60 |
|
8/15/07 |
|
|
1,700 |
|
|
|
12.61 |
|
8/15/07 |
|
|
1,900 |
|
|
|
12.62 |
|
8/15/07 |
|
|
2,400 |
|
|
|
12.63 |
|
8/15/07 |
|
|
200 |
|
|
|
12.64 |
|
8/15/07 |
|
|
800 |
|
|
|
12.65 |
|
8/15/07 |
|
|
2,200 |
|
|
|
12.66 |
|
8/15/07 |
|
|
600 |
|
|
|
12.67 |
|
8/15/07 |
|
|
1,300 |
|
|
|
12.68 |
|
8/15/07 |
|
|
700 |
|
|
|
12.69 |
|
8/15/07 |
|
|
500 |
|
|
|
12.70 |
|
8/15/07 |
|
|
1,200 |
|
|
|
12.71 |
|
8/15/07 |
|
|
3,900 |
|
|
|
12.72 |
|
8/15/07 |
|
|
300 |
|
|
|
12.73 |
|
8/15/07 |
|
|
400 |
|
|
|
12.74 |
|
8/15/07 |
|
|
600 |
|
|
|
12.75 |
|
8/15/07 |
|
|
400 |
|
|
|
12.76 |
|
8/15/07 |
|
|
300 |
|
|
|
12.77 |
|
|
|
|
CUSIP No. 91274F 10 4
|
|
Page 15 of 17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Per Share Price |
|
|
|
|
|
|
(Excluding Commissions) |
Date |
|
Number of Shares |
|
($) |
8/15/07 |
|
|
1,300 |
|
|
|
12.78 |
|
8/15/07 |
|
|
600 |
|
|
|
12.79 |
|
8/15/07 |
|
|
400 |
|
|
|
12.80 |
|
8/15/07 |
|
|
300 |
|
|
|
12.81 |
|
8/15/07 |
|
|
1,600 |
|
|
|
12.82 |
|
8/15/07 |
|
|
1,000 |
|
|
|
12.83 |
|
8/15/07 |
|
|
1,800 |
|
|
|
12.84 |
|
8/15/07 |
|
|
1,200 |
|
|
|
12.85 |
|
8/15/07 |
|
|
500 |
|
|
|
12.88 |
|
8/15/07 |
|
|
3,000 |
|
|
|
12.89 |
|
8/15/07 |
|
|
4,900 |
|
|
|
12.90 |
|
8/15/07 |
|
|
6,500 |
|
|
|
12.91 |
|
8/15/07 |
|
|
3,200 |
|
|
|
12.92 |
|
8/15/07 |
|
|
3,200 |
|
|
|
12.93 |
|
8/15/07 |
|
|
4,000 |
|
|
|
12.94 |
|
8/15/07 |
|
|
800 |
|
|
|
12.95 |
|
8/15/07 |
|
|
400 |
|
|
|
12.96 |
|
8/15/07 |
|
|
1,100 |
|
|
|
12.97 |
|
8/15/07 |
|
|
3,000 |
|
|
|
12.98 |
|
8/15/07 |
|
|
3,700 |
|
|
|
12.99 |
|
8/15/07 |
|
|
5,900 |
|
|
|
13.00 |
|
8/15/07 |
|
|
3,300 |
|
|
|
13.01 |
|
8/15/07 |
|
|
1,100 |
|
|
|
13.02 |
|
8/15/07 |
|
|
700 |
|
|
|
13.03 |
|
8/15/07 |
|
|
5,000 |
|
|
|
13.04 |
|
8/15/07 |
|
|
2,500 |
|
|
|
13.05 |
|
8/15/07 |
|
|
300 |
|
|
|
13.06 |
|
8/15/07 |
|
|
1,200 |
|
|
|
13.07 |
|
8/15/07 |
|
|
500 |
|
|
|
13.08 |
|
8/15/07 |
|
|
500 |
|
|
|
13.11 |
|
8/15/07 |
|
|
1,100 |
|
|
|
13.12 |
|
(d) Not applicable.
(e) Not applicable.
|
|
|
Item 6. |
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On December 7, 2006, Amsdell and Amsdell borrowed $40.0 million from the Huntington National
Bank (Huntington). Robert Amsdell and Barry Amsdell each pledged 16,226 shares of the Company to Huntington to
secure payment of the loan. The number of pledged shares was subsequently increased to 55,179 by
each of Robert Amsdell and Barry Amsdell. The Investment Property Security Agreements that govern
the pledges are attached as Exhibits 7.5 and 7.6.
On May 27, 2005, Robert Amsdell pledged 55,000 shares of the Company to Harris Trust and
Savings Bank (Harris) to secure a $7.5 million loan by the bank to the RJA Trust (the Harris/RJA
Trust loan). Additional funds were drawn and the loan balance was subsequently
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CUSIP No. 91274F 10 4
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Page 16 of 17 |
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increased to $13.0 million. The Security Agreement re: Investment Account that governs the pledge is attached as
Exhibit 7.7.
On May 27, 2005, Barry Amsdell pledged 55,000 shares of the Company to Harris to secure a $7.5
million loan by the bank to the LA Trust (the Harris/LA Trust loan). Additional funds were drawn
and the loan balance was subsequently increased to $13.0 million. The Security Agreement re:
Investment Account that governs the pledge is attached as Exhibit 7.8.
On August 14, 2007, Amsdell and Amsdell pledged an additional 1,015,000 shares of the Company to Harris to
secure the Harris/RJA Trust and Harris/LA Trust loans.
Item 7. Material to be Filed as Exhibits.
7.1 Cognovit Demand Promissory Note dated August 14, 2007 in favor of the Robert J. Amsdell
Family Irrevocable Trust Dated June 4, 1998
7.2 Cognovit Demand Promissory Note dated June 15, 2006 in favor of the Robert J. Amsdell
Family Irrevocable Trust Dated June 4, 1998
7.3 Demand Promissory Note dated June 15, 2006 in favor of the Loretta Amsdell Family
Irrevocable Trust Dated June 4, 1998
7.4 Standstill Agreement between Robert J. Amsdell, Barry L. Amsdell and U-Store-It Trust
dated August 6, 2007
7.5 Investment Property Security Agreement between Robert J. Amsdell and the Huntington
National Bank
7.6 Investment Property Security Agreement between Barry Amsdell and the Huntington National
Bank
7.7 Security Agreement Re: Investment Account between Robert J. Amsdell and Harris Trust
Savings Bank
7.8 Security Agreement Re: Investment Account between Barry Amsdell and Harris Trust Savings
Bank
7.9 Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: August 20, 2007
|
|
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|
|
|
|
/s/ Robert J. Amsdell
Robert J. Amsdell, Individually
|
|
|
|
|
|
|
|
|
|
/s/ Barry L. Amsdell
Barry L. Amsdell, Individually
|
|
|
|
|
|
|
|
|
|
Amsdell & Amsdell |
|
|
|
|
|
|
|
|
|
/s/ Robert J. Amsdell
By: Robert J. Amsdell, a General Partner
|
|
|
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|
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|
|
Amsdell Holdings I, Inc. |
|
|
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|
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|
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/s/ Robert J. Amsdell
By: Robert J. Amsdell, President
|
|
|
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|
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|
|
|
Amsdell Real Estate Trust |
|
|
|
|
dtd. October 3, 1989 |
|
|
|
|
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|
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|
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/s/ Robert J. Amsdell
By: Robert J. Amsdell, Sole Trustee
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Page 17 of 17
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description |
|
|
|
7.1
|
|
Cognovit Demand Promissory Note dated August 14, 2007 in favor of the Robert J.
Amsdell Family Irrevocable Trust Dated June 4, 1998 |
|
|
|
7.2
|
|
Cognovit Demand Promissory Note dated June 15, 2006 in favor of the Robert J.
Amsdell Family Irrevocable Trust Dated June 4, 1998 |
|
|
|
7.3
|
|
Demand Promissory Note dated June 15, 2006 in favor of the Loretta Amsdell Family
Irrevocable Trust Dated June 4, 1998 |
|
|
|
7.4
|
|
Standstill Agreement between Robert J. Amsdell, Barry L. Amsdell and U-Store-It
Trust dated August 6, 2007 |
|
|
|
7.5
|
|
Investment Property Security Agreement between Robert J. Amsdell and the Huntington
National Bank |
|
|
|
7.6
|
|
Investment Property Security Agreement between Barry Amsdell and the Huntington
National Bank |
|
|
|
7.7
|
|
Security Agreement Re: Investment Account between Robert J. Amsdell and Harris
Trust Savings Bank |
|
|
|
7.8
|
|
Security Agreement Re: Investment Account between Barry Amsdell and Harris Trust
Savings Bank |
|
|
|
7.9
|
|
Joint Filing Agreement |