U-Store-It Trust SC 13D/A
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. 1)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 E. 9
th Street, 20
th Floor, Cleveland, OH 44114, (216) 696-8700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 person’s 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. |
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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Page 2 of 11 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert J. Amsdell
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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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3,934,942 |
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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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3,934,942 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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5,108,205.5* |
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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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8.7% |
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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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Page 3 of 11 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Barry L. Amsdell |
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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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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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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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3,934,942 |
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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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3,934,942 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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4,283,167.5* |
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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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7.3% |
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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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Page 4 of 11 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Amsdell and Amsdell |
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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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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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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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3,597,186* |
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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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3,597,186* |
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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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3,597,186* |
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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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6.2% |
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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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Page 5 of 11 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Amsdell Holdings I, Inc. |
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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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SEC USE ONLY |
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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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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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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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Page 6 of 11 |
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| 1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Amsdell Real Estate Trust dtd. October 3, 1989 |
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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.
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CUSIP No. |
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91274F 10 4 |
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Page 7 of 11 |
Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 1 to 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”), relating to
acquisitions by Amsdell and Amsdell of 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”).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The Shares reported in Item 5(c) as having been acquired by Amsdell and Amsdell were required
for the aggregate purchase price of approximately $11,078,153 (excluding commissions) with a
combination of working capital of Amsdell and Amsdell and borrowed funds as described below.
On November 8, 2007, Amsdell and Amsdell entered into a loan for $3.0 million from Rising Tide
Development, LLC, a Delaware limited liability company (“Rising Tide”). Rising Tide is owned 40%
each by Robert Amsdell and Barry Amsdell and 10% each by irrevocable family trusts. The loan is
payable on demand and bears interest at the rate of 5.0% per year. The cognovit demand promissory
note evidencing the loan is attached as Exhibit 7.10.
Effective December 12, 2006, the Huntington National Bank (“Huntington”) entered into a $2.0
million revolving credit agreement with Robert Amsdell and Barry Amsdell. Under this revolver,
Robert Amsdell and Barry Amsdell borrowed $2.0 million and contributed these funds to Amsdell and
Amsdell for the purchase of the Shares. The loan is due December 12, 2009 and bears interest at
the rate of LIBOR plus 250 basis points. The note evidencing this loan is attached as Exhibit
7.11.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and 5(c) is amended and supplemented as follows:
(a) According to the most recently available filing with the Securities and Exchange
Commission by the Company, there are 57,700,200 Shares outstanding.
Robert Amsdell beneficially owns 3,781,269 Shares and 1,326,936.5 partnership units (the
“Units”) of U-Store-It, L.P., the Company’s operating partnership (“USI”), which are redeemable for
shares of the Company on a one-for-one basis, including 3,409,937 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 8.7% of the outstanding Shares plus Units beneficially owned by Robert Amsdell. Barry Amsdell
beneficially owns 3,560,741 Shares and 722,426.5 Units of USI, including 3,409,937 Shares and
187,249 Units owned by Amsdell and Amsdell and 337,756 Units owned by Amsdell Holdings, or 7.3% of
the outstanding Shares plus Units beneficially owned by Barry Amsdell. Amsdell and Amsdell beneficially owns 3,409,937 Shares and
187,249 Units of USI, or 6.2% of the outstanding Shares plus Units beneficially
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CUSIP No. |
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91274F 10 4 |
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Page 8 of 11 |
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 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 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 of the 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.
(c) Since the filing of the Reporting Persons’ Schedule 13D dated August 8, 2007 (the
“Original Schedule 13D”), Amsdell and Amsdell purchased 1,037,337 Shares in open market
transactions as set forth below:
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Approximate Per Share Price |
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($) |
| Date |
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Number of Shares |
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(Excluding Commissions) |
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11/5/07 |
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1,800 |
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10.49 |
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11/5/07 |
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11,400 |
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10.50 |
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11/5/07 |
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4,200 |
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10.51 |
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11/5/07 |
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9,513 |
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10.52 |
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11/5/07 |
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16,200 |
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10.53 |
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11/5/07 |
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30,200 |
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10.54 |
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11/5/07 |
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114,245 |
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10.55 |
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11/5/07 |
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5,100 |
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10.56 |
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11/5/07 |
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1,800 |
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10.57 |
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11/5/07 |
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2,200 |
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10.58 |
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11/5/07 |
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1,937 |
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10.59 |
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11/5/07 |
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23,642 |
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10.60 |
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11/5/07 |
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1,000 |
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10.77 |
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11/5/07 |
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200 |
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10.78 |
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11/5/07 |
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600 |
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10.79 |
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11/5/07 |
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3,100 |
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10.80 |
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11/5/07 |
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400 |
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10.93 |
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11/5/07 |
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5,700 |
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10.94 |
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11/5/07 |
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4,100 |
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10.95 |
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11/7/07 |
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29,800 |
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10.60 |
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11/7/07 |
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5,000 |
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10.61 |
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11/7/07 |
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12,600 |
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10.62 |
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11/7/07 |
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20,400 |
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10.63 |
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11/7/07 |
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9,500 |
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10.64 |
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11/7/07 |
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84,800 |
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10.65 |
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11/7/07 |
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33,800 |
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10.66 |
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11/7/07 |
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18,900 |
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10.67 |
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CUSIP No. |
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91274F 10 4 |
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Page 9 of 11 |
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Approximate Per Share Price |
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($) |
| Date |
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Number of Shares |
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(Excluding Commissions) |
11/7/07 |
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22,200 |
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10.68 |
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11/7/07 |
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5,500 |
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10.69 |
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11/7/07 |
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205,900 |
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10.70 |
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11/7/07 |
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13,600 |
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10.71 |
|
11/7/07 |
|
|
6,000 |
|
|
|
10.72 |
|
11/7/07 |
|
|
1,000 |
|
|
|
10.73 |
|
11/7/07 |
|
|
2,500 |
|
|
|
10.74 |
|
11/7/07 |
|
|
28,500 |
|
|
|
10.75 |
|
11/8/07 |
|
|
2,600 |
|
|
|
10.70 |
|
11/8/07 |
|
|
100 |
|
|
|
10.71 |
|
11/8/07 |
|
|
6,700 |
|
|
|
10.72 |
|
11/8/07 |
|
|
7,900 |
|
|
|
10.73 |
|
11/8/07 |
|
|
21,700 |
|
|
|
10.74 |
|
11/8/07 |
|
|
119,800 |
|
|
|
10.75 |
|
11/8/07 |
|
|
4,600 |
|
|
|
10.76 |
|
11/8/07 |
|
|
9,800 |
|
|
|
10.77 |
|
11/8/07 |
|
|
7,300 |
|
|
|
10.78 |
|
11/8/07 |
|
|
5,100 |
|
|
|
10.79 |
|
11/8/07 |
|
|
114,400 |
|
|
|
10.80 |
|
|
|
|
| Item 6. |
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer. |
Item 6 is amended and supplemented as follows:
On September 27, 2007, Amsdell and Amsdell pledged 1,147,648 Shares to Huntington to further
secure payment of the Amsdell and Amsdell loan from Huntington described in Item 6 of the Original
Schedule 13D. The total amount available under this loan is $51.0 million.
On August 21 and 22, 2007, Amsdell and Amsdell pledged a total of 200,000 Shares to further
secure loans by Harris Trust and Savings Bank to the Robert J. Amsdell Family Irrevocable Trust
dated June 4, 1998 and the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998 described in
Item 6 of the Original Schedule 13D. On November 8, 2007, Amsdell and Amsdell pledged 9,952 Shares
and on November 9, 2007 Robert Amsdell pledged 261,152 Shares, Barry Amsdell pledged 40,624 Shares,
and Amsdell and Amsdell pledged an additional 80,272 Shares to further secure these loans.
The security agreements that govern the pledges referenced in this Item 6 are attached as
Exhibits 7.7, 7.8 and 7.12.
Item 7. Material to be Filed as Exhibits.
Item 7 is supplemented as follows:
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CUSIP No. |
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91274F 10 4 |
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Page 10 of 11 |
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 dated December 7, 2006
7.6 Investment Property Security Agreement between Barry Amsdell and the Huntington National
Bank dated December 7, 2006
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*
7.10 Cognovit Demand Promissory Note dated November 8, 2007 in favor of Rising Tide
Development, LLC*
7.11 Second Amendment to Revolving Promissory Note and First Amendment to Third Amended and
Restated Revolving Credit Loan Agreement effective as of December 12, 2006*
7.12 Investment Property Security Agreement between Amsdell and Amsdell and the Huntington
National Bank dated September 27, 2007*
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: November 16, 2007
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/s/ Robert J. Amsdell
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Robert J. Amsdell, Individually |
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/s/ Barry L. Amsdell
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Barry L. Amsdell, Individually |
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Amsdell & Amsdell
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/s/ Robert J. Amsdell
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By: Robert J. Amsdell, a General Partner |
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Amsdell Holdings I, Inc.
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s/ Robert J. Amsdell
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By: Robert J. Amsdell, President |
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Amsdell Real Estate Trust
dtd. October 3, 1989
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s/ Robert J. Amsdell
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By: Robert J. Amsdell, Sole Trustee |
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Page 11 of 11
EXHIBIT INDEX
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| Exhibit |
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| Number |
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Description |
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7.1 |
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Cognovit Demand Promissory Note dated August 14, 2007 in favor of the Robert J. Amsdell Family Irrevocable Trust Dated June 4, 1998 |
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7.2 |
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Cognovit Demand Promissory Note dated June 15, 2006 in favor of the Robert J. Amsdell Family Irrevocable Trust Dated June 4, 1998 |
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7.3 |
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Demand Promissory Note dated June 15, 2006 in favor of the Loretta Amsdell Family Irrevocable Trust Dated June 4, 1998 |
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7.4 |
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Standstill Agreement between Robert J. Amsdell, Barry L. Amsdell and U-Store-It Trust dated August 6, 2007 |
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7.5 |
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Investment Property Security Agreement between Robert J. Amsdell and the Huntington National Bank dated December 7, 2006 |
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7.6 |
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Investment Property Security Agreement between Barry Amsdell and the Huntington
National Bank dated December 7, 2006 |
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7.7 |
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Security Agreement Re: Investment Account between Robert J. Amsdell and Harris
Trust Savings Bank |
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7.8 |
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Security Agreement Re: Investment Account between Barry Amsdell and Harris Trust
Savings Bank |
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7.9 |
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Joint Filing Agreement* |
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7.10 |
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Cognovit Demand Promissory Note dated November 8, 2007 in favor of Rising Tide
Development, LLC* |
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7.11 |
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Second Amendment to Revolving Promissory Note and First Amendment to Third Amended
and Restated Revolving Credit Loan Agreement effective as of December 12, 2006* |
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7.12 |
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Investment Property Security Agreement between Amsdell and Amsdell and the
Huntington National Bank dated September 27, 2007* |