SEC Filing | Investor Relations | WillScot Holdings Corporation

As filed with the Securities and Exchange Commission on June 26, 2007.

Registration No.                     

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Mobile Mini, Inc.

Delaware (State or other jurisdiction of incorporation or organization)		7359 (Primary Standard Industrial Classification Code Number)		86-0748362 (I.R.S. Employer Identification No.)

CO-REGISTRANTS AND SUBSIDIARY GUARANTORS

A Royal Wolf Portable Storage, Inc.		California			7359			94-3043884
Mobile Mini I, Inc.		Arizona			7359			86-0748363
Delivery Design Systems, Inc.		Arizona			7359			86-0682170
Mobile Mini Holdings, Inc.		Delaware			7359			86-1048592
Mobile Mini Texas Limited Partnership, LLP		Texas			7359			52-2362031
Mobile Mini, LLC		California			7359			86-0748362
Mobile Mini, LLC		Delaware			7359			86-0748362
Mobile Mini of Ohio, LLC		Delaware			7359			86-0748362
Temporary Mobile Storage, Inc.		California			7359			94-3151288

Mobile Mini, Inc.		A Royal Wolf Portable Storage, Inc.		Mobile Mini I, Inc.		Delivery Design Systems, Inc.
7420 South Kyrene Road		7420 South Kyrene Road		7420 South Kyrene Road		7420 South Kyrene Road
Suite 101		Suite 101		Suite 101		Suite 101
Tempe, Arizona 85283		Tempe, Arizona 85283		Tempe, Arizona 85283		Tempe, Arizona 85283
(480) 894-6311		(480) 894-6311		(480) 894-6311		(480) 894-6311
Mobile Mini Holdings, Inc.		Mobile Mini Texas Limited Partnership, LLP		Mobile Mini, LLC (a California limited liability company)		Mobile Mini, LLC (a Delaware limited liability company)
7420 South Kyrene Road		7420 South Kyrene Road		7420 South Kyrene Road		7420 South Kyrene Road
Suite 101		Suite 101		Suite 101		Suite 101
Tempe, Arizona 85283		Tempe, Arizona 85283		Tempe, Arizona 85283		Tempe, Arizona 85283
(480) 894-6311		(480) 894-6311		(480) 894-6311		(480) 894-6311
		Mobile Mini of Ohio, LLC		Temporary Mobile Storage, Inc.
		7420 South Kyrene Road		7420 South Kyrene Road
		Suite 101		Suite 101
		Tempe, Arizona 85283		Tempe, Arizona 85283
		(480) 894-6311		(480) 894-6311

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

		Copy to:
Larry Trachtenberg Executive Vice President 7420 South Kyrene Road Suite 101 Tempe, Arizona 85283 (480) 894-6311		Joseph P. Richardson, Esq. Christopher J. Miner, Esq. Squire, Sanders & Dempsey L.L.P. 40 North Central, Suite 2700 Phoenix, Arizona 85004 (602) 528-4000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Proposed Maximum

Proposed Maximum

Securities to Be

Amount to Be

Offering Price Per

Aggregate Offering

Amount of

Registered

Registered

Unit (1)

Price (1)

Registration Fee

6 7/8% Senior Notes due 2015(2)

$150,000,000

100%

$150,000,000

$4,605

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

Prospectus

Offer to Exchange
6 7/8% Senior Notes due 2015
(Registered under the Securities Act of 1933)
for all outstanding
6 7/8% Senior Notes due 2015 issued pursuant to an
Offering Memorandum dated April 23, 2007
($150 million aggregate principal amount outstanding)
of

(All Notes Guaranteed by Subsidiary Guarantors)

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2007, unless extended.

	•		The exchange notes are being registered with the Securities and Exchange Commission and are being offered in exchange for the original notes that were previously issued in an offering exempt from the registration requirements under the federal securities laws. The terms of the exchange offer are summarized below and more fully described in this prospectus.
	•		We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.
	•		You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.
	•		The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the original notes will not apply to the exchange notes.
	•		Our restricted material domestic subsidiaries guaranteed the original notes and will guarantee the exchange notes.
	•		We will not receive any proceeds from the exchange offer.

     See “Risk Factors” beginning on page 19 for a discussion of the risks that should be considered by holders prior to tendering original notes.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2007

     You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with any information or represent anything about us or this offering that is different. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the exchange notes for the original notes in any jurisdiction where such an offer is not permitted.

TABLE OF CONTENTS

		Page
Notice to New Hampshire Residents			4
Market and Industry Data			4
Forward-Looking Statements			5
Incorporation of Documents by Reference			5
Where You Can Obtain Additional Information			6
Prospectus Summary			7
Risk Factors			19
Use of Proceeds			26
Capitalization			27
Selected Consolidated Financial and Other Data			28
The Exchange Offer			31
Description of Amended and Restated Senior Secured Revolving Credit Facility			38
Description of Notes			40
Book Entry; Delivery and Form			71
United States Federal Income Tax Considerations			73
Plan of Distribution			77
Notice to Canadian Residents			77
Legal Matters			79
Experts			79
EX-1
EX-4.1
EX-5
EX-12
EX-23.1
EX-25
EX-99.1
EX-99.2
EX-99.3
EX-99.4
EX-99.5

NOTICE TO NEW HAMPSHIRE RESIDENTS

     NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

MARKET AND INDUSTRY DATA

     Some of the market and industry data contained in or incorporated by reference into this prospectus are based on independent industry publications or other publicly available information. Although we believe that these independent sources are reliable, we have not independently verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data contained in or incorporated by reference into this prospectus, and our beliefs and estimates based on such data, may not be reliable.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the information included in this prospectus, including information incorporated by reference, (as well as information included in oral statements or other written statements made or to be made by us or our representatives) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of similar meaning. We have based these forward-looking statements on our current expectations about future events. The forward-looking statements include statements that reflect management’s beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to our financial condition, results of operations, future performance and business, including statements relating to our business strategy and our current and future development plans. Important factors that could cause actual results to differ materially from our expectations, or “cautionary statements,” are disclosed under “Risk Factors” and elsewhere in this prospectus or in the documents we incorporate by reference containing a similar heading, including, without limitation, in conjunction with the forward-looking statements included in or incorporated by reference into this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.

     From time to time, oral or written forward-looking statements are also included in our reports on Forms 10-K, 10-Q and 8-K, Schedule 14A, press releases and other materials released to the public. Although we believe that at the time made, the expectations reflected in all of these forward-looking statements are and will be reasonable, any or all of the forward-looking statements in this prospectus, our reports on Forms 10-K, 10-Q and 8-K, Schedule 14A and any other public statements that are made by us may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this prospectus, certain of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this prospectus or other public communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.

     We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent reports filed with the Commission on Forms 10-K, 10-Q and 8-K and Schedule 14A.

INCORPORATION OF DOCUMENTS BY REFERENCE

     We are incorporating by reference into this prospectus the documents we file with the SEC. This means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information contained in this prospectus. We are incorporating by reference the following documents.

	•		Our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 1, 2007;
	•		Our Proxy Statement on Form 14A filed with the SEC on April 30, 2007;
	•		Our Period Report on Form 10-Q for the quarter ended March 31, 2007 filed with the SEC on May 10, 2007;
	•		Our Current Reports on Form 8-K filed with the SEC on April 10, 2007, May 8, 2007 and May 10, 2007; and
	•		All documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the completion of the offering made pursuant to this prospectus.

     Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically modify and supersede the information included or

incorporated by reference in this prospectus to the extent that the subsequently filed information modifies or supersedes the existing information.

     We will provide without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference in such documents. To obtain timely delivery, you must request a copy of these documents no later than on                      at the following address and telephone number:

Mobile Mini, Inc.
7420 South Kyrene Road, Suite 101
Tempe, Arizona 85283
Attention: Investor Relations
telephone: (480) 894-6311

WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

     We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934. You can inspect and copy, at prescribed rates, these reports, proxy statements and other information at the public reference facilities of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on its public reference room. The SEC also maintains a website that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC at http:/ /www.sec.gov. You can also inspect reports and other information that we file at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

     We have filed a registration statement on Form S-4 with the SEC, of which this prospectus is a part, covering the exchange notes offered by this prospectus. As allowed by SEC rules, this prospectus does not contain all the information set forth in the registration statement and the related exhibits. We refer you to the registration statement and related exhibits for further information, and this prospectus is qualified in its entirety by such other information.

6

differentiate in value based upon the age of the container or the length of time it has been in our fleet. Our most recent fair market value and orderly liquidation value appraisals were conducted in December 2006. This fair market value appraisal appraised our lease fleet at a value in excess of net book value. At December 31, 2006, based on these appraisals, the fair market value of our lease fleet was approximately 114.7% of our lease fleet net book value; and the orderly liquidation value appraisal, on which our borrowings under our revolving credit facility are based, appraised our lease fleet at approximately $571.8 million, which equates to 82.0% of the lease fleet net book value.

Industry Overview

     The storage industry includes two principal segments, fixed self-storage and portable storage. The fixed self-storage segment consists of permanent structures located away from customer locations used primarily by consumers to temporarily store excess household goods. We do not participate in the fixed self-storage segment.

     The portable storage segment, in which our business operates, brings the storage solution to the customer’s location providing immediate access to the storage unit. The advantages of portable storage include convenience, immediate accessibility, better security and lower price. In contrast to fixed self-storage, the portable storage segment is primarily used by businesses. This segment of the storage industry is highly fragmented and remains local in nature with only a few national participants. We believe the portable storage business in the United States exceeds $1.5 billion in revenue annually. Historically, portable storage solutions included containers, van trailers and roll-off units. We believe portable storage containers are achieving increased market share compared to the other options because they provide ground level access and protect against damage caused by wind or water. As a result, containers can meet the needs of a diverse range of customers. Portable storage containers such as ours also provide improved aesthetics compared with certain other portable storage alternatives such as van trailers. Although there are no published estimates of the size of the portable storage segment, we believe the size of the segment is expanding due to increasing awareness of the advantages of portable storage.

     Our products also serve the mobile office industry. This industry provides mobile offices and other modular structures and is estimated by us to exceed $3 billion in revenue annually in the United States. We offer combined storage/office units and mobile offices in varying lengths and widths, with lease duration in North America averaging approximately 20 months.

     We also offer portable record storage units and many of our regular storage units are used for document and record storage. The documents and records storage industry is experiencing significant growth as businesses continue to generate substantial paper records that must be kept for extended periods.

     Our goal is to continue to be the leading U.S. provider of portable storage solutions and to successfully introduce our operating methods into the United Kingdom. We believe our competitive strengths and business strategy will enable us to achieve these goals.

Competitive Strengths

     We believe that our competitive strengths, as outlined below, enable us to be the nation’s leading provider of portable storage solutions.

     Market Leadership. We believe that we are the largest provider of portable storage solutions in a majority of our U.S. markets. At December 31, 2006, we maintained a total fleet of approximately 155,000 units, comprised of approximately 149,600 units held for lease and approximately 5,400 units held for sale. We believe we are creating brand awareness and the name “Mobile Mini” is associated with high quality portable storage products, superior customer service and value-added storage solutions. We have achieved significant growth in new and existing markets by capturing market share from competitors and by creating demand among businesses and consumers who were previously unaware of the availability of our products to meet their storage needs.

     Superior, Differentiated Products. We offer the industry’s broadest range of portable storage products, with many customized features that differentiate our products from those of our competition. We design and manufacture our own portable storage units in addition to restoring and modifying used ocean-going containers. These capabilities allow us to offer a wide range of products and proprietary features to better meet our customers’ needs, charge premium lease rates and gain market share from our competitors, who offer more limited product selections. Our portable storage units vary in size from 5 to 48 feet in length and 8 to 10 feet in width. The 10-foot wide units we manufacture provide 40% more usable storage space than the standard eight-foot-wide ocean-going containers offered by our competitors. The vast majority of our products have a proprietary locking system and multiple door options. In addition, we offer portable storage units with electrical wiring, shelving and other customized features.

     Geographic and Customer Diversification. From our 62 branches of which 54 are located in 31 states in the United States, one in Canada, six in the United Kingdom, and one in The Netherlands, we served over 91,000 customers from a wide range of industries in 2006. Our customers include large and small retailers, construction companies, medical centers, schools, utilities, distributors, the U.S. and U.K. militaries, government agencies, hotels, restaurants, entertainment complexes and households. Our diverse customer base demonstrates the broad applications for our products and our opportunity to create future demand through targeted marketing. In 2006, our largest and our second-largest customers accounted for 2.1% and 0.5% of our leasing revenues, respectively, and our twenty largest customers accounted for approximately 5.3% of our leasing revenues. During 2006, approximately 45.1% of our customers rented a single unit. We believe this diversity also reduces our susceptibility to economic downturns in our markets or in any of the industries in which our customers operate. The fact that our business continued to grow during the economic downturn of 2002 and 2003, although at a slower than historic pace, demonstrates a measure of resistance to recession in our business model.

     Customer Service Focus. We believe the portable storage industry is particularly service intensive and essentially local. Our entire organization is focused on providing high levels of customer service, and our salespeople work out of our branch locations to better understand local market needs. We have trained our sales force to focus on all aspects of customer service from the sales call onward. We differentiate ourselves by providing flexible lease terms, security, convenience, product quality, broad product selection and availability, and competitive lease rates. We conduct on-going training programs for our sales force to assure high levels of customer service and awareness of local market competitive conditions. Our customized enterprise resource planning system also increases our responsiveness to customer inquiries and enable us to efficiently monitor our sales force’s performance. Due to our orientation towards customer service, 63.9% of our 2006 leasing revenues were derived from repeat customers.

     Sales and Marketing Emphasis. We target a diverse customer base and, unlike most of our competitors, we have developed sophisticated sales and marketing programs enabling us to expand market awareness of our products and generate strong internal growth. We have nearly 400 dedicated commissioned salespeople, and we assist them by providing them with our highly customized contact management system and intensive sales training programs. We monitor our salespersons’ effectiveness through our extensive sales monitoring programs. Yellow pages and direct-mail advertising are integral parts of our sales and marketing approach. In 2006, our total advertising costs were $8.6 million, and we mailed approximately 8.0 million product brochures to existing and prospective customers.

     Customized Enterprise Resource Planning System. We made significant investments in improving and developing a new (ERP) Enterprise Resource Planning system during the past three years, and in 2006, we underwent a conversion from our then existing ERP system in North America to a more sophisticated and robust technology that enhanced our reporting processes obtained under our previous environment. These investments and the subsequent conversion of our ERP system enable us to further optimize fleet utilization, control pricing, capture detailed customer data, easily control credit approval while approving it quickly, audit by exception reports, gain efficiencies in internal control compliance and support our growth by projecting near-term capital needs. Our ERP system allows us to carefully monitor, on a daily basis, the size, mix, utilization and lease rates of our lease fleet by branch on a real time basis. Our systems also capture relevant customer demographic and usage information, which we use to target new customers within our existing and new markets. Our Tempe, Arizona corporate headquarters and each North America branch are linked through a scaleable Windows-based wide area network that provides real-time transaction processing and detailed reports on a branch-by-branch basis. We intend to continue this investment during 2007 to further optimize the reporting features of this new system and to bring our European operations onto this same platform to take advantage of our sophisticated reporting environment.

Business Strategy

     Our business strategy consists of the following:

     Focus on Core Portable Storage Leasing Business. We focus on growing our core leasing business because it provides predictable, recurring revenue and high margins. We believe that we can generate substantial demand for our portable storage units throughout North America and in Europe. Our leasing revenues have grown from $17.9 million in 1996 to $245.1 million in 2006, reflecting a CAGR of 29.9%.

     Generate Strong Internal Growth. We focus on increasing the number of portable storage units we lease from our existing branches to both new and repeat customers. Historically, we have been able to generate strong internal growth within our existing markets through sophisticated sales and marketing programs aimed to increase brand recognition, expand market awareness of the uses of portable storage and differentiate our superior products from our competitors. We define internal growth as growth in lease revenues on a year-over-year basis at our branch locations in operation for at least one year, without inclusion of leasing revenue attributed to same-market acquisitions. The internal growth rate has remained positive every quarter, but in 2002 and 2003 had fallen

to single digits, from over 20% prior to 2002. In 2005, our internal growth rate accelerated to an average of 25.3% for the year, reflecting a continued improvement in both economic and market conditions. During 2006, our internal growth rate averaged 19.9% for the year. In our eight oldest markets, all of which we have operated in for at least eleven years, we achieved an internal growth rate of 14.8% in 2006, demonstrating that we can continue to achieve significant growth in our most mature markets.

     Branch Expansion. We believe attractive opportunities exist for geographic expansion, and we have developed a new market entry strategy, which we replicate in each new market in the United States. We typically enter a new market by acquiring the lease fleet assets of a small local portable storage business to minimize start-up costs and then overlay our business model onto the new branch. Our business model consists of significantly expanding the fleet inventory with our differentiated products, introducing our sophisticated sales and marketing program supported by increased advertising and direct marketing expenditures, adding experienced Mobile Mini personnel and implementing our customized ERP system. As a result of implementing our business model, our new branches typically achieve very strong organic growth during their first several years.

     Continued Enhancement of Product Offerings. We continue to enhance our existing products to meet our customers’ needs and requirements. We have historically been able to introduce new products and features that expand the applications and overall market for our storage products. For example, in 1998 we introduced a 10-foot wide storage unit that has proven to be a popular product with our customers. In 1999, we completed the design of a records storage unit, which provides highly secure, on-site, easily accessible storage. We market this unit as a records storage solution for customers who require easy access to archived business records close at hand. In 2000, we added wood mobile offices as a complementary product to better serve our customers. In 2001, we redesigned and improved our security locking system, making it easier to use, especially in colder climates. In 2003, we were issued patents in connection with the new locking system design and other improvements made. One patent application was extended and issued in 2006. In 2006, we applied for several patents for improvements or modifications to our locking systems. These applications, all of which are still pending, were filed in the United States, Europe and China. In 2002, we added a 10-by-30-foot steel combination storage/office unit to complement the various other sizes we have in our fleet. Currently, the 10-foot-wide unit, the record storage unit and the 10-by-30-foot steel combination storage/office unit are exclusively offered by Mobile Mini. We believe our design and manufacturing capabilities increase our ability to service our customers’ needs and expand demand for our portable storage solutions.

The Refinancing

     In connection with, and as a condition to, the consummation of the offering of the original notes, we made a tender offer with respect to our outstanding 9¹/2% Senior Notes Due 2013, which we call the 2013 Notes. In conjunction with the tender offer, we solicited consents to make certain proposed amendments to the indenture governing the 2013 Notes (the “2013 Notes Indenture”). Approximately 97% of the holders of the 2013 Notes tendered their notes and gave consent to an amendment to the 2013 Notes Indenture removing substantially all of the restrictive covenants contained therein.

     The tender offer and consent solicitation was financed with the net proceeds of the original notes offering. The total amount of funds required to purchase all of the outstanding 2013 Notes pursuant to the tender offer and pay the consent payment pursuant to the consent solicitation was approximately $106.3 million.

     Concurrently with the offering of the original notes, we amended our existing senior secured revolving credit facility. Under our amended senior secured revolving credit facility with a group of banks, we may borrow up to $425.0 million (subject to restrictions based on borrowing base availability, as defined in the credit facility agreements). At May 31, 2007, we had $191.5 million of borrowings outstanding under the facility, and approximately $230.3 million of additional borrowings available to us. See “Description of Amended and Restated Senior Secured Revolving Credit Facility.”

     We incur charges to our results of operations for the full year as a result of these transactions.

Headquarters

     Our principal executive offices are located at 7420 South Kyrene Road, Suite 101, Tempe, Arizona 85283, and our telephone number is (480) 894-6311. Our web site is located at www.mobilemini.com. Information on our web site does not constitute part of this prospectus.

     We currently file periodic and other reports with the SEC. Information filed with the SEC is available on the SEC website at http://www.sec.gov. Such information, however, is not incorporated into or otherwise a part of this prospectus.

The Exchange Offer

     On May 7, 2007, we completed the private offering of $150.0 million aggregate principal amount of 6 7/8% Senior Notes due 2015. As part of that offering of original notes, we agreed to undertake an exchange offer for the original notes. The following summary contains basic information about the exchange offer. It may not contain all the information that is important to you. For a more complete understanding of the exchange offer, we encourage you to read this entire prospectus and the other documents to which we refer.

Securities Offered		$150.0 million aggregate principal amount of new 6 7/8% Senior Notes due 2015, which have been registered under the Securities Act. The form and terms of these exchange notes are identical in all material respects to those of the original notes. The exchange notes, however, will not contain transfer restrictions and registration rights applicable to the original notes.
The Exchange Offer		We are offering to exchange $2,000 principal amount and any integral multiple of $1,000 principal amount of our new 6 7/8% Senior Notes due 2015, which have been registered under the Securities Act, for $2,000 principal amount and each integral multiple of $1,000 principal amount of our outstanding 6 7/8% Senior Notes due 2015.
		In order to be exchanged, an original note must be properly tendered and accepted. All original notes that are validly tendered and not withdrawn will be exchanged. As of the date of this prospectus, there is $150.0 million in aggregate principal amount of original notes outstanding.
Expiration Date		5:00 p.m., New York City time, on                     , 2007 unless we extend the expiration date.
Accrued Interest on the Exchange Notes and Original Notes		The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes, or if no interest has been paid on the original notes, from the date of issue of the original notes.
Conditions to the Exchange Offer		The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes. See “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.
Procedures for Tendering Original Notes		Except as described under the heading “The Exchange Offer — Guaranteed Delivery Procedures,” a tendering holder must, on or prior to the expiration date:
		•     transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to Deutsche Bank Trust Company Americas at the address listed in this prospectus; or
		•     if original notes are tendered in accordance with the book-entry procedures described in this prospectus, the tendering holder must transmit an agent’s message to the exchange agent at the address listed in this prospectus.
		See “The Exchange Offer — Procedures for Tendering.”
Special Procedures for Beneficial Holders		If you are the beneficial holder of original notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender original notes in the exchange offer, you should promptly contact the person in whose name your original notes are registered and instruct that person to tender on your behalf. See “The Exchange Offer — Procedures for Tendering.”

Guaranteed Delivery Procedures		If you wish to tender your original notes and you cannot deliver your original notes, the letter of transmittal or any other required documents to the exchange agent before the expiration date, you may tender your original notes by following the guaranteed delivery procedures under the heading “The Exchange Offer — Guaranteed Delivery Procedures.”
Withdrawal Rights		Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.
Acceptance of Original Notes and Delivery of Exchange Notes		Subject to the conditions stated under the heading “The Exchange Offer — Conditions to the Exchange Offer,” we will accept for exchange any and all original notes that are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date. The exchange notes will be delivered promptly after the expiration date. See “The Exchange Offer — Terms of the Exchange Offer.”
United States Federal Income Tax Considerations		We believe that your exchange of original notes for exchange notes in the exchange offer will not result in any gain or loss to you for U.S. federal income tax purposes. See “United States Federal Income Tax Considerations.”
Exchange Agent		Deutsche Bank Trust Company Americas is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed under the heading “The Exchange Offer — Exchange Agent.”
Use of Proceeds		We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We will pay all expenses incident to the exchange offer. See “Use of Proceeds.”

The Exchange Notes

The form and terms of the exchange notes and the original notes are identical in all material respects, except that transfer restrictions and registration rights applicable to the original notes will not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be governed by the same indenture. Where we refer to “notes” in this prospectus, we are referring to both the original notes and the exchange notes.

Issuer		Mobile Mini, Inc.
Securities Offered		$150,000,000 principal amount of 67/8% Senior Notes due 2015.
Maturity		May 1, 2015.
Interest Rate		67/8% per year (calculated using a 360-day year).
Interest Payment Dates		Each May 1 and November 1, beginning on November 1, 2007. Interest will accrue from the issue date of the notes.
Ranking		The notes and the guarantees will be our or our subsidiaries’ unsecured senior obligations and will rank equally with all of our and our subsidiary guarantors’ existing and future senior unsecured debt and senior to any future subordinated debt. As of May 31, 2007, we and our subsidiaries had $149.9 million of senior unsecured debt. The notes will effectively rank junior to any of our and the guarantors’ secured debt to the extent of the value of the assets securing that debt, including debt under our revolving credit facility. As of May 31, 2007, we had $191.5 million of senior secured debt and an additional $230.3 million available to be borrowed under our revolving credit facility based upon the most restrictive of our covenants, all of which would be guaranteed by the guarantors under the notes and would be effectively senior to the notes. Currently, the guarantors have no other debt.
Guarantees		All of our domestic subsidiaries will unconditionally guarantee the notes on a senior unsecured basis. If we cannot make payments required by the notes our subsidiary guarantors must make them. The guarantees may be released under certain circumstances.
		The notes will not be guaranteed by any of our foreign subsidiaries and will be effectively subordinated to the obligations of such foreign subsidiaries. The non-guarantor subsidiaries represented 5.1% of our combined revenue and 1.2% of our combined EBITDA for the fiscal year ended December 31, 2006. In addition, these non-guarantor subsidiaries represented 5.5% of our assets as of December 31, 2006.
Optional Redemption		At any time before May 1, 2011, we may redeem some or all of the notes at a price equal to 100% of their principal amount, plus the make-whole premium described under “Description of the Notes” section under the heading “Redemption — Optional Redemption” plus accrued and unpaid interest to the date of redemption. In addition, on or after May 1, 2011, we may redeem some or all of the notes at the redemption prices listed in the “Description of the Notes” section under the heading “Redemption — Optional Redemption,” plus accrued and unpaid interest to the date of redemption.
Optional Redemption After Equity Offerings		At any time (which may be more than once) before May 1, 2010, we can choose to redeem up to 35% of the outstanding notes with money that we raise in one or more equity offerings, as long as:

		•     we pay 106.875% of the face amount of the notes, plus interest;
		•     we redeem the notes within 90 days of completing the equity offering; and
		•     at least 65% of the aggregate principal amount of notes originally issued remains outstanding afterwards.
Change of Control Offer		If a change of control of Mobile Mini occurs, we must give holders of the notes the opportunity to sell us their notes at 101% of their face amount, plus accrued interest.
		We might not be able to pay you the required price for notes you present to us at the time of a change of control, because:
		•     we might not have enough funds at that time; or
		•     the terms of our revolving credit facility may prevent us from paying.
Asset Sale Proceeds		If we or our subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under our revolving credit facility or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds. The purchase price of the notes will be 100% of their principal amount, plus accrued interest.
Certain Indenture Provisions		The indenture governing the notes contains covenants that, among other things, limit our and our subsidiaries’ ability to:
		•     incur additional debt;
		•     pay dividends or distributions on our capital stock or repurchase our capital stock;
		•     issue preferred stock of subsidiaries;
		•     make certain investments;
		•     create liens on our assets to secure debt;
		•     designate certain of our subsidiaries as unrestricted;
		•     enter into transactions with affiliates;
		•     merge or consolidate with another company; and
		•     transfer and sell assets.
		These covenants are subject to a number of important limitations and exceptions. See “Description of the Notes — Certain Covenants.”
Absence of a Public Market for the Exchange Notes		The exchange notes are new securities, for which no established trading market exists, and none may develop. There can be no assurance as to the development or liquidity of any market for the exchange notes. The initial purchasers have advised us that they intend to make a market in the exchange notes, but they are not obligated to do so and they may discontinue notice. We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for any quotation system to quote the exchange notes.

Risk Factors

     See “Risk Factors” immediately following this summary for a discussion of risks that should be considered by holders prior to tendering original notes in the exchange offer.

Additional Information

     Our principal executive offices are located at 7420 South Kyrene Road, Suite 101, Tempe, Arizona 85283 and our telephone number is (480) 894-6311. All of subsidiary guarantors share our principal executive offices and telephone number.

Summary of Financial Data

     The following table presents summary consolidated historical financial and other data, as of and for each of the years in the three-year period ended December 31, 2006, and was derived from our audited consolidated financial statements incorporated by reference in this prospectus. The historical consolidated historical financial and other data, as of March 31, 2007 and for the three-month period ended March 31, 2006 and 2007, have been derived from our historical unaudited consolidated financial statements which in the opinion of management, include all adjustments consisting of normal recurring accruals, which Mobile Mini, Inc. considers necessary for a fair presentation of the financial position and the results of operations for these periods. Results of operations for an interim period are not necessarily indicative of results for a full year.

     On February 22, 2006, our Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend effected on March 10, 2006. Per share amounts, share amounts and weighted numbers of shares outstanding give effect for this two-for-one stock split in the below tables for all periods presented.

		Year Ended December 31,												Three Months Ended March 31,
		2004				2005				2006				2006				2007
						(In thousands, except per share and operating data)
Consolidated Statements of Income Data:
Revenues:
Leasing		$	149,856			$	188,578			$	245,105			$	51,534			$	66,053
Sales			17,919				17,499				26,824				4,528				6,654
Other			566				1,093				1,434				358				313
Total revenues			168,341				207,170				273,363				56,420				73,020
Costs and expenses:
Cost of sales			11,352				10,845				17,186				2,914				4,459
Leasing, selling and general expenses			90,696				109,257				139,906				29,996				36,838
Depreciation and amortization			11,427				12,854				16,741				3,588				4,891
Total costs and expenses			113,475				132,956				173,833				36,498				46,188
Income from operations			54,866				74,214				99,530				19,922				26,832
Other income (expense):
Interest income			—				11				437				51				8
Other income			—				3,160				—				—				—
Interest expense			(20,434	)			(23,177	)			(23,681	)			(6,446	)			(5,953	)
Debt restructuring/extinguishment expense			—				—				(6,425	)			—				—
Foreign currency exchange gain			—				—				66				—				—
Income before provision for income taxes			34,432				54,208				69,927				13,527				20,887
Provision for income taxes			13,773				20,220				27,151				5,323				8,190
Net income		$	20,659			$	33,988			$	42,776			$	8,204			$	12,697
Earnings per share:
Basic		$	0.71			$	1.14			$	1.25			$	0.27			$	0.36
Diluted		$	0.70			$	1.10			$	1.21			$	0.26			$	0.35
Weighted average number of common and common share equivalents outstanding:
Basic			28,974				29,867				34,243				30,686				35,641
Diluted			29,565				30,875				35,425				31,682				36,633
Other Financial Data:
EBITDA(1)		$	66,293			$	90,239			$	116,774			$	23,561			$	31,731
EBITDA margin(2)			39.4	%			43.6	%			42.7	%			41.8	%			43.5	%
Net cash provided by operating activities			40,322				69,249				76,884				10,013				20,698
Net cash used in investing activities			(80,508	)			(113,275	)			(192,763	)			(24,051	)			(34,545	)
Net cash provided by financing activities			40,555				43,282				116,966				133,737				14,871
Operating Data:
Number of branches (at year end)			48				51				62				51				63
Lease fleet units (at year end)			100,727				116,317				149,615				118,436				152,155
Lease fleet covenant utilization (annual average)			80.7	%			82.9	%			82.7	%			80.1	%			79.0	%
Lease revenue growth from prior year			16.6	%			25.8	%			30.0	%			24.5	%			28.2	%
Operating margin			32.6	%			35.8	%			36.4	%			35.3	%			36.7	%
Net income margin			12.3	%			16.4	%			15.6	%			14.5	%			17.4	%

		Year Ended December 31,												Three Months Ended March 31,
		2004				2005				2006				2006				2007
										(In thousands)
Consolidated Balance Sheet Data:
Lease fleet, net		$	454,106			$	550,464			$	697,439			$	572,243			$	721,874
Total assets			592,146				704,957				900,030				847,506				935,878
Total debt			277,044				308,585				302,045				323,286				316,850
Stockholders’ equity			216,369				267,975				442,004				397,851				455,840

	•		Interest expense — because we borrow money to partially finance our capital expenditures, primarily related to the expansion of our lease fleet, interest expense is a necessary element of our cost to secure this financing to continue generating additional revenues.
	•		Income taxes — EBITDA, as defined, does not reflect income taxes or the requirements for any tax payments.
	•		Depreciation and amortization — because we are a leasing company, our business is very capital intensive and we hold acquired assets for a period of time before they generate revenues, cash flow and earnings; therefore, depreciation and amortization expense is a necessary element of our business.
	•		Debt restructuring or extinguishment expense — as defined in our revolving credit facility, debt restructuring and extinguishment expenses are not deducted in our various calculations made under the credit agreement and are treated no differently than interest expense. As discussed above, interest expense is a necessary element of our cost to finance a portion of the capital expenditures needed for the growth of our business.

When evaluating EBITDA as a performance measure, and excluding the above-noted charges, all of which have material limitations, investors should consider, among other factors, the following:

	•		increasing or decreasing trends in EBITDA;
	•		how EBITDA compares to levels of debt and interest expense; and
	•		whether EBITDA historically has remained at positive levels.

Because EBITDA, as defined, excludes some but not all items that affect our cash flow from operating activities, EBITDA may not be comparable to a similarly titled performance measure presented by other companies. Set forth below is a reconciliation of EBITDA to net cash provided by operating activities, the most directly comparable GAAP measure. A further reconciliation of net income to EBITDA is also provided.

		Year Ended December 31,												Three Months Ended March 31,
		2004				2005				2006				2006				2007
										(In thousands)
EBITDA		$	66,293			$	90,239			$	116,774			$	23,561			$	31,731
Senior Note redemption premiums			—				—				(4,987	)			—				—
Interest paid			(19,254	)			(21,727	)			(24,770	)			(10,899	)			(7,976	)
Income and franchise taxes paid			(372	)			(495	)			(733	)			(65	)			(115	)
Provision for loss from natural disasters			—				1,710				—				—				—
Share-based compensation expense			—				19				3,066				754				940
Gain on sale of lease fleet units			(2,277	)			(3,529	)			(4,922	)			(931	)			(1,294	)
Loss on disposal of property, plant and equipment			604				704				454				29				9
Change in certain assets and liabilities, net of effect of businesses acquired:
Receivables			(3,309	)			(5,371	)			(6,580	)			1,477				2,266
Inventories			(2,178	)			(4,823	)			628				(1,003	)			(4,005	)
Deposits and prepaid expenses			(669	)			(480	)			(1,446	)			7				(673	)
Other assets and intangibles			37				(19	)			(4	)			(210	)			(3	)
Accounts payable and accrued liabilities			1,447				13,021				(596	)			(2,707	)			(182	)
Net cash provided by operating activities		$	40,322			$	69,249			$	76,884			$	10,013			$	20,698

(2)		EBITDA margin is calculated as EBITDA divided by total revenues and expressed as a percentage.

RISK FACTORS

     You should carefully consider the risks described below and all other information contained in or incorporated by reference into this prospectus before tendering your original notes.

Risks Related to Our Indebtedness and the Notes

You may have difficulty selling the outstanding notes you do not exchange.

     If you do not exchange your outstanding notes for the exchange notes offered in this exchange offer, you will continue to be subject to the restrictions on the transfer of your outstanding notes. Those transfer restrictions are described in the indenture governing the notes and in the legend contained on the outstanding notes, and arose because we originally issued the outstanding notes under exemptions from the registration requirements of the Securities Act.

     In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not intend to register the outstanding notes under the Securities Act.

     If a large number of outstanding notes are exchanged for new notes issued in the exchange offer, it may be particularly difficult for you to sell your outstanding notes. This is because potential buyers will likely prefer to purchase exchange notes from a different seller if possible. In addition, if you do not exchange your outstanding notes in the exchange offer, you will not be entitled to have those outstanding notes registered under the Securities Act.

     Please see “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Original Notes” for further discussion of the possible consequences of failing to exchange your outstanding notes in this exchange offer.

Our substantial indebtedness may impair our financial condition and we may incur significant additional indebtedness.

     We currently have, and after the issuance of the notes will have, a substantial amount of debt. Our substantial indebtedness could adversely affect our operations, including our ability to perform our obligations under the notes. We have, and as a result of the transactions, will continue to have, a substantial amount of indebtedness. As of May 31, 2007, we and our guarantors had approximately $191.5 million in senior secured indebtedness and $149.9 million in senior unsecured indebtedness, including the notes.

     Our substantial indebtedness could have important consequences to you. For example, it could:

	•		make it more difficult for us to satisfy our obligations with respect to the notes;
	•		require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;
	•		expose us to the risk of increased interest rates, as certain of our borrowings will be at variable rates of interest;
	•		require us to sell assets to reduce indebtedness or influence our decisions about whether to do so;
	•		increase our vulnerability to general adverse economic and industry conditions;
	•		limit our flexibility in planning for, or reacting to, changes in our business and our industry;
	•		restrict us from making strategic acquisitions or pursuing business opportunities;
	•		place us at a competitive disadvantage compared to our competitors that have relatively less indebtedness; and
	•		limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

     Subject to the restrictions in our amended and restated senior secured revolving credit facility and the indenture governing the notes, we and our subsidiaries may incur significant additional indebtedness. Although the terms of the amended and restated revolving credit facility and the indenture contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to our current debt levels, the related risks that we now face could increase.

Your right to receive payment on the notes will be effectively subordinated to our obligations under the amended and restated senior secured revolving credit facility.

     The notes will not be secured. Our obligations under our amended and restated revolving credit facility are secured by a first priority security interest on substantially all of our assets and the assets of our domestic subsidiaries and certain foreign subsidiaries, including the stock or other ownership interests in our domestic subsidiaries and 65% of the stock or other ownership interests of 1^st tier foreign subsidiaries. In the event of our liquidation or insolvency, or if any of our secured indebtedness is accelerated, the assets securing such indebtedness will be first applied to repay our obligations under our secured indebtedness in full and then to repay our obligations under our unsecured indebtedness, including under the notes. As a result, the notes are effectively subordinated to our amended and restated revolving credit facility to the extent of the value of the assets securing that indebtedness and the holders of the notes would, in all likelihood recover ratably less than the lenders of our secured indebtedness in the event of a bankruptcy or insolvency. As of May 31, 2007, we had $191.5 million of senior secured indebtedness outstanding and approximately $230.3 million of additional borrowing availability based upon the most restrictive covenant in the agreement under our amended and restated revolving credit facility, net of outstanding letters of credit obligations of approximately $3.2 million.

Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely affect us.

     The indenture governing the notes will and our amended and restated revolving credit facility does contain various restrictive covenants that will limit our discretion in operating our business. In particular, these agreements will limit our ability to, among other things:

	•		incur additional indebtedness;
	•		make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock);
	•		issue preferred stock of subsidiaries;
	•		make certain investments or acquisitions;
	•		create liens on our assets to secure debt;
	•		engage in transactions with affiliates;
	•		merge, consolidate or transfer substantially all of our assets; and
	•		transfer and sell assets.

     In addition, our amended and restated revolving credit facility requires us to maintain certain financial ratios and limits our ability to make capital expenditures. These covenants and ratios could have an adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Breach of a covenant in our debt instruments could cause acceleration of a significant portion of our outstanding indebtedness. Any future debt could also contain financial and other covenants more restrictive than those imposed under the indenture governing the notes, and our amended and restated revolving credit facility.

     A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to cross-default and cross-acceleration provisions, could result in a default under our other debt instruments. Upon the occurrence of an event of default under the revolving credit facility or any other debt instrument, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further

credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under our current or future indebtedness accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness, including the notes.

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes.

     The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of our guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, in the case of (2) only, one of the following is also true:

	•		we or any of our guarantors were or was insolvent or rendered insolvent by reason of the incurrence of the indebtedness; or
	•		payment of the consideration left us or any of our guarantors with an unreasonably small amount of capital to carry on the business; or
	•		we or any of our guarantors intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they mature.

     If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of ours or such guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our other debt and that of our subsidiaries that could result in acceleration of such debt.

     Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

	•		the sum of its debts, including contingent liabilities, were greater than the fair salable value of all its assets; or
	•		the present fair salable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or
	•		it could not pay its debts as they become due.

     We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be subordinated to our or any guarantor’s other debt. If any other subsidiary of ours guarantees the notes in the future, such guarantee will become subject to the same risks described above.

     If any of the guarantees were legally challenged, such challenged guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.

We may be unable to repurchase the notes upon a change of control.

     In the event of a “change of control” (as defined in the indenture for the notes), we must offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase. See “Description of the Notes — Change of Control.” In the event that we are required to make such an offer, there can be no assurance that we would have sufficient funds available to purchase any notes, and we may be required to refinance the notes. There can be no assurance that we would be able to accomplish a refinancing or, if a refinancing were to occur, that it would be accomplished on commercially reasonable terms.

     Our amended and restated revolving credit facility prohibits us from repurchasing any of the notes, except under limited circumstances. Our amended and restated revolving credit facility also provides that certain change of control events would constitute a default. In the event a change of control occurs at a time when we are prohibited from purchasing the notes, we could seek the consent of the lenders under the amended and restated revolving credit facility to purchase the notes. If we did not obtain such a consent, we would remain prohibited from purchasing the notes. In this case, our failure to purchase would constitute an event of default under the indenture governing the notes.

We may be unable to generate sufficient cash flow to service our debt, including the notes.

     To service our debt, we will require a significant amount of cash. Our ability to generate cash, make scheduled payments or to refinance our obligations depends on our successful financial and operating performance. Our financial and operating performance, cash flow and capital resources depend upon prevailing economic conditions and certain financial, business and other factors, many of which are beyond our control. These factors include among others:

	•		economic and competitive conditions;
	•		operating difficulties, increased operating costs or pricing pressures we may experience; and
	•		delays in implementing any strategic projects.

     If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt.

An active trading market may not develop for the exchange notes.

     The exchange notes are new securities for which there currently is no established market, and we cannot be sure if an active trading market will develop for the exchange notes. We do not intend to apply for listing of the exchange notes on any securities exchange or on any automated dealer quotation system. The initial purchasers of the outstanding notes have indicated to us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations. However, the initial purchasers are not obligated to do so and any market making may be discontinued at any time without notice.

     The liquidity of, and trading market for, the exchange notes, may also be adversely affected by, among other things:

	•		changes in the overall market for high yield securities;
	•		changes in our financial performance or prospects;
	•		the prospects for companies in our industry generally;
	•		the number of holders of the notes;
	•		the interest of securities dealers in making a market for the notes; and
	•		prevailing interest rates.

Risks Relating to Our Business

A slowdown in the non-residential construction sector of the economy could reduce demand from some of our customers, which could result in lower demand for our products.

     At the end of 2005 and 2006, customers in the construction industry, primarily in non-residential construction, accounted for approximately 35% and 40%, respectively, of our leased units. This industry tends to be cyclical. In 2002 and 2003 this industry sector suffered a sustained economic slowdown which resulted in much slower growth in demand for leases and sales of our products. If another sustained economic slowdown in the non-residential construction sector were to occur, it is likely that we would again experience less demand for leases and sales of our products. Also, because most of our cost of leasing is either fixed or semi variable,

this would cause our margins to contract and the adverse affect on operating results would be more pronounced. Our internal growth rate slowed to 7.5% in 2002 and 7.4% in 2003 due to a slowdown in the economy, particularly in this sector. During these years, our profitability declined.

Our planned growth could strain our management resources, which could disrupt our development of our new branch locations.

     Our future performance will depend in large part on our ability to manage our planned growth, which in 2006 included our commencement of operations in the United Kingdom and The Netherlands. Our growth could strain our management, human and other resources. To successfully manage this growth, we must continue to add managers and employees and improve our operating, financial and other internal procedures and controls. We also must effectively motivate, train and manage our employees. If we do not manage our growth effectively, some of our new branches and acquisitions may lose money or fail, and we may have to close unprofitable locations. Closing a branch would likely result in additional expenses that would cause our operating results to suffer.

Our European expansion may divert our resources from other aspects of our business and require that we incur additional debt, and will subject us to additional and different regulations. Failure to manage these economic, financial, business and regulatory risks may adversely impact our growth in Europe and other results of operations.

     Our expansion into markets in the United Kingdom and The Netherlands requires us to make substantial investments, which could divert resources from other aspects of our business. We may also be required to raise additional debt or equity capital to fund our expansion in Europe. In addition, we may incur difficulties in staffing and managing our European operations, and face fluctuations in currency exchange rates, exposure to additional regulatory requirements, including certain trade barriers, changes in political and economic conditions, and exposure to additional and potentially adverse tax regimes. Our success in Europe will depend, in part, on our ability to anticipate and effectively manage these and other risks. Our failure to manage these risks may adversely affect our growth in Europe and lead to increased administrative costs.

We may need additional debt or equity to sustain our growth, but we do not have commitments for such funds.

     We finance our growth through a combination of borrowings, cash flow from operations, and equity financing. Our ability to continue growing at the pace we have historically grown will depend in part on our ability to obtain either additional debt or equity financing. The terms on which debt and equity financing is available to us varies from time to time and is influenced by our performance and by external factors, such as the economy generally and developments in the market, that are beyond our control. Also, additional debt financing or the sale of additional equity securities may cause the market price of our common stock to decline. If we are unable to obtain additional debt or equity financing on acceptable terms, we may have to curtail our growth by delaying new branch openings, or, under certain circumstances, lease fleet expansion.

The supply and cost of used ocean-going containers fluctuates, and this can affect our pricing and our ability to grow.

     We purchase, refurbish and modify used ocean-going containers in order to expand our lease fleet. If used ocean-going container prices increase substantially, we may not be able to manufacture enough new units to grow our fleet. These price increases also could increase our expenses and reduce our earnings, particularly if we are not able (due to competitive reasons or otherwise) to raise our rental rates to absorb this increase cost. Conversely, an oversupply of used ocean-going containers may cause container prices to fall. Our competitors may then lower the lease rates on their storage units. As a result, we may need to lower our lease rates to remain competitive. This would cause our revenues and our earnings to decline.

Covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions.

     The indenture governing the notes and, our revolving credit facility agreement contain various covenants that may limit our discretion in operating our business. In particular, we are limited in our ability to merge, consolidate or transfer substantially all of our assets, issue preferred stock of subsidiaries and create liens on our assets to secure debt. In addition, if there is default, and we do not maintain certain financial covenants or we do not maintain borrowing availability in excess of certain pre-determined levels, we may be unable to incur additional indebtedness, make restricted payments (including paying cash dividends on our capital stock) and redeem or repurchase our capital stock.

     Our revolving credit facility requires us, under certain limited circumstances, to maintain certain financial ratios and limits our ability to make capital expenditures. These covenants and ratios could have an adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Breach of a covenant

in our debt instruments could cause acceleration of a significant portion of our outstanding indebtedness. Any future debt could also contain financial and other covenants more restrictive than those imposed under the indenture governing the Senior Notes, and the revolving credit facility.

     A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to cross-default and cross-acceleration provisions, could result in a default under our other debt instruments. Upon the occurrence of an event of default under the revolving credit facility or any other debt instrument, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under our current or future indebtedness accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness, including the Senior Notes.

     The amount we can borrow under our revolving credit facility depends in part on the value of the portable storage units in our lease fleet. If the value of our lease fleet declines, we cannot borrow as much. We are required to satisfy several covenants with our lenders that are affected by changes in the value of our lease fleet. We would breach some of these covenants if the value of our lease fleet drops below specified levels. If this happens, we may not be able to borrow the amounts we need to expand our business, and we may be forced to liquidate a portion of our existing fleet.

The supply and cost of raw materials we use in manufacturing fluctuates and could increase our operating costs.

     We manufacture portable storage units to add to our lease fleet and for sale. In our manufacturing process, we purchase steel, vinyl, wood, glass and other raw materials from various suppliers. We cannot be sure that an adequate supply of these materials will continue to be available on terms acceptable to us. The raw materials we use are subject to price fluctuations that we cannot control. Changes in the cost of raw materials can have a significant effect on our operations and earnings. Rapid increases in raw material prices, as we experienced in 2004, are difficult to pass through to customers, particularly to leasing customers. If we are unable to pass on these higher costs, our profitability could decline. If raw material prices decline significantly, we may have to write down our raw materials inventory values. If this happens, our results of operations and financial condition will decline.

Some zoning laws in the United States and Canada and temporary planning permission regulations in Europe restrict the use of our portable storage and office units and therefore limit our ability to offer our products in all markets.

     Most of our customers use our storage units to store their goods on their own properties. Local zoning laws and temporary planning permission regulations in some of our markets do not allow some of our customers to keep portable storage and office units on their properties or do not permit portable storage units unless located out of sight from the street. If local zoning laws or planning permission regulations in one or more of our markets no longer allow our units to be stored on customers’ sites, our business in that market will suffer.

Unionization by some or all of our employees could cause increases in operating costs.

     None of our employees are presently covered by collective bargaining agreements. However, from time to time various unions have attempted to organize some of our employees. We cannot predict the outcome of any continuing or future efforts to organize our employees, the terms of any future labor agreements, or the effect, if any, those agreements might have on our operations or financial performance.

We operate with a high amount of debt and we may incur significant additional indebtedness.

     Our operations are capital intensive, and we operate with a high amount of debt relative to our size. As of May 31, 2007, we had approximately $344.6 million of indebtedness outstanding, including the exchange notes and borrowings and letters of credit under our credit facility. In addition, under our revolving credit facility we have approximately $230.3 million available for further borrowing. Our substantial indebtedness could have consequences. For example, it could:

	•		require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which could reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;
	•		make it more difficult for us to satisfy our obligations with respect to our Senior Notes;

	•		expose us to the risk of increased interest rates, as certain of our borrowings will be at variable rates of interest;
	•		require us to sell assets to reduce indebtedness or influence our decisions about whether to do so;
	•		increase our vulnerability to general adverse economic and industry conditions;
	•		limit our flexibility in planning for, or reacting to, changes in our business and our industry;
	•		restrict us from making strategic acquisitions or pursuing business opportunities; and
	•		limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

We depend on a few key management persons.

     We are substantially dependent on the personal efforts and abilities of Steven G. Bunger, our Chairman, President and Chief Executive Officer, and Lawrence Trachtenberg, our Executive Vice President and Chief Financial Officer. The loss of either of these officers or our other key management persons could harm our business and prospects for growth.

The market price of our common stock has been volatile and may continue to be volatile and the value of your investment may decline.

     The market price of our common stock has been volatile and may continue to be volatile. This volatility may cause wide fluctuations in the price of our common stock on the Nasdaq Global Select Market. The market price of our common stock is likely to be affected by:

	•		changes in general conditions in the economy, geopolitical events or the financial markets;
	•		variations in our quarterly operating results;
	•		changes in financial estimates by securities analysts;
	•		other developments affecting us, our industry, customers or competitors;
	•		the operating and stock price performance of companies that investors deem comparable to us; and
	•		the number of shares available for resale in the public markets under applicable securities laws.

USE OF PROCEEDS

     We will not receive any proceeds from the exchange offer. In consideration for the exchange notes, we will receive the original notes of like principal amount, the terms of which are identical in all material respects to the exchange notes. The original notes surrendered for the exchange notes will be retired and canceled. Accordingly, issuance of the exchange notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

     On May 7, 2007, we issued and sold the original notes. We used the proceeds from that offering, which after discounts to the initial purchasers and other transaction fees and expenses paid by us, approximated $145.8 million, to repurchase previously issued notes and to pay down our credit facility.

CAPITALIZATION

     The following table summarizes our cash and cash equivalents and capitalization as of March 31, 2007 on an actual basis and as adjusted to give effect to $149.3 million of proceeds from the offering of the 6 7/8% Senior Notes Due 2015.

     The table should be read in conjunction with “Use of Proceeds” included elsewhere in this prospectus and our consolidated financial statements and related notes incorporated by reference into this prospectus.

		As of March 31, 2007
		Actual				As Adjusted
		(Dollars in millions)
Cash and cash equivalents		$	2.4			$	2.4
Debt:
Amended and restated revolving credit facility(1)		$	—			$	182.6
Existing revolving credit facility(2)			218.9				—
9 1/2% senior notes due 2013			97.5				—
6 7/8% Senior Notes Due 2015(3)			—				149.3
Other debt			0.5				0.5
Total debt			316.9				332.4
Stockholders’ equity			455.8				449.1
Total capitalization		$	772.7			$	781.5

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     The following table presents our selected consolidated historical financial and other data, as of and for each of the years in the five-year period ended December 31, 2006 and was derived from our audited consolidated financial statements incorporated by reference into this prospectus. The historical consolidated historical financial and other data, as of March 31, 2007 and for the three-month period ended March 31, 2006 and 2007, have been derived from our historical unaudited consolidated financial statements which in the opinion of management, include all adjustments consisting of normal recurring accruals, which Mobile Mini, Inc. considers necessary for a fair presentation of the financial position and the results of operations for these periods. Results of operations for an interim period are not necessarily indicative of results for a full year.

     On February 22, 2006, our Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend effected on March 10, 2006. Per share amounts, share amounts and weighted numbers of shares outstanding give effect for this two-for-one stock split in the below tables for all periods presented.

																						Three Months Ended
		Year Ended December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands, except per share and operating data)
Consolidated Statements of Income Data:
Revenues:
Leasing		$	116,169			$	128,482			$	149,856			$	188,578			$	245,105			$	51,534			$	66,053
Sales			16,008				17,248				17,919				17,499				26,824				4,528				6,654
Other			920				838				566				1,093				1,434				358				313
Total revenues			133,097				146,568				168,341				207,170				273,363				56,420				73,020
Costs and expenses:
Cost of sales			10,343				11,487				11,352				10,845				17,186				2,914				4,459
Leasing, selling and general expenses			70,225				80,124				90,696				109,257				139,906				29,996				36,838
Florida litigation expense			1,320				8,502				—				—				—				—				—
Depreciation and amortization			8,435				10,026				11,427				12,854				16,741				3,588				4,891
Total costs and expenses			90,323				110,139				113,475				132,956				173,833				36,498				46,188
Income from operations			42,774				36,429				54,866				74,214				99,530				19,922				26,832
Other income (expense):
Interest income			13				2				—				11				437				51				8
Other income			—				—				—				3,160				—				—				—
Interest expense			(11,587	)			(16,299	)			(20,434	)			(23,177	)			(23,681	)			(6,446	)			(5,953	)
Debt restructuring/extinguishment expense(1)			(1,300	)			(10,440	)			—				—				(6,425	)			—				—
Foreign currency exchange gain			—				—				—				—				66				—				—
Income before provision for income taxes			29,900				9,692				34,432				54,208				69,927				13,527				20,887
Provision for income taxes			11,661				3,780				13,773				20,220				27,151				5,323				8,190
Net income		$	18,239			$	5,912			$	20,659			$	33,988			$	42,776			$	8,204			$	12,697
Earnings per share:
Basic		$	0.64			$	0.21			$	0.71			$	1.14			$	1.25			$	0.27			$	0.36
Diluted		$	0.63			$	0.20			$	0.70			$	1.10			$	1.21			$	0.26			$	0.35
Weighted average number of common and common share equivalents outstanding:
Basic			28,509				28,625				28,974				29,867				34,243				30,686				35,641
Diluted			28,884				28,925				29,565				30,875				35,425				31,682				36,633
Other Data:
EBITDA(2)		$	51,222			$	46,457			$	66,293			$	90,239			$	116,774			$	23,561			$	31,731
EBITDA Margin(3)			38.5	%			31.7	%			39.4	%			43.6	%			42.7	%			41.8	%			43.5	%
Net cash provided by operating activities			41,186				40,690				40,322				69,249				76,884				10,013				20,698
Net cash used in investing activities			(89,064	)			(55,269	)			(80,508	)			(113,275	)			(192,763	)			(24,051	)			(34,545	)
Net cash provided by financing activities			49,007				12,730				40,555				43,282				116,966				133,737				14,871
Operating Data:
Number of branches (at year end)			46				47				48				51				62				51				63
Lease fleet units (at year end)			83,679				89,542				100,727				116,317				149,615				118,436				152,155
Lease fleet covenant utilization (annual average)			79.1	%			78.7	%			80.7	%			82.9	%			82.7	%			80.1	%			79.0	%
Lease revenue growth from prior year			16.5	%			10.6	%			16.6	%			25.8	%			30.0	%			24.5	%			28.2	%
Operating margin			32.1	%			24.9	%			32.6	%			35.8	%			36.4	%			35.3	%			36.7	%
Net income margin			13.7	%			4.0	%			12.3	%			16.4	%			15.6	%			14.5	%			17.4	%

																						Three Months Ended
		At December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands)
Consolidated Balance Sheet Data:
Lease fleet, net		$	337,685			$	383,672			$	454,106			$	550,464			$	697,439			$	572,243			$	721,874
Total assets			460,890				515,080				592,146				704,957				900,030				847,506				935,878
Total debt			213,222				240,610				277,044				308,585				302,045				323,286				316,850
Stockholders’ equity			178,669				189,293				216,369				267,975				442,004				397,851				455,840

(1)		In 2002, the debt restructuring expense was recorded pursuant to SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt. As required by SFAS No. 145, losses from debt extinguishment have been presented in pre-tax earnings.
(2)		EBITDA, as further discussed below, is defined as net income before interest expense, income taxes, depreciation and amortization, and debt restructuring expense. We present EBITDA because we believe it provides useful information regarding our ability to meet our future debt payment requirements, capital expenditures and working capital requirements and that it provides an overall evaluation of our financial condition. In addition, EBITDA is a component of certain financial covenants under our revolving credit facility and is used to determine our available borrowing ability and the interest rate in effect at any point in time.
		EBITDA has certain limitations as an analytical tool and should not be used as a substitute for net income, cash flows, or other consolidated income or cash flow data prepared in accordance with generally accepted accounting principles in the United States or as a measure of our profitability or our liquidity. In particular, EBITDA, as defined does not include:

	•		Interest expense — because we borrow money to partially finance our capital expenditures, primarily related to the expansion of our lease fleet, interest expense is a necessary element of our cost to secure this financing to continue generating additional revenues.
	•		Income taxes — EBITDA, as defined, does not reflect income taxes or the requirements for any tax payments.
	•		Depreciation and amortization — because we are a leasing company, our business is very capital intensive and we hold acquired assets for a period of time before they generate revenues, cash flow and earnings; therefore, depreciation and amortization expense is a necessary element of our business.
	•		Debt restructuring or extinguishment expense — as defined in our revolving credit facility, debt restructuring and extinguishment expenses are not deducted in our various calculations made under the credit agreement and are treated no differently than interest expense. As discussed above, interest expense is a necessary element of our cost to finance a portion of the capital expenditures needed for the growth of our business.

When evaluating EBITDA as a performance measure, and excluding the above-noted charges, all of which have material limitations, investors should consider, among other factors, the following:

	•		increasing or decreasing trends in EBITDA;
	•		how EBITDA compares to levels of debt and interest expense; and
	•		whether EBITDA historically has remained at positive levels.

Because EBITDA, as defined, excludes some but not all items that affect our cash flow from operating activities, EBITDA may not be comparable to a similarly titled performance measure presented by other companies. Set forth below is a reconciliation of EBITDA to net cash provided by operating activities, the most directly comparable GAAP measure. A further reconciliation of net income to EBITDA is also provided.

																						Three Months Ended
		Year Ended December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands)
EBITDA		$	51,222			$	46,457			$	66,293			$	90,239			$	116,774			$	23,561			$	31,731
Senior Note redemption premiums			—				—				—				—				(4,987	)			—				—
Interest paid			(11,258	)			(8,841	)			(19,254	)			(21,727	)			(24,770	)			(10,899	)			(7,976	)
Income and franchise taxes paid			(448	)			(298	)			(372	)			(495	)			(733	)			(65	)			(115	)
Provision for loss from natural disasters			—				—				—				1,710				—				—				—
Share-based compensation expense			76				—				—				19				3,066				754				940
Gain on sale of lease fleet units			(2,116	)			(1,601	)			(2,277	)			(3,529	)			(4,922	)			(931	)			(1,294	)
Loss on disposal of property, plant and equipment			47				44				604				704				454				29				9
Gain on sale of short-term investments			—				(59	)			—				—				—				—				—

																						Three Months Ended
		Year Ended December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands)
Change in certain assets and liabilities, net of effect of businesses acquired:
Receivables			(486	)			327				(3,309	)			(5,371	)			(6,580	)			1,477				2,266
Inventories			2,334				(1,781	)			(2,178	)			(4,823	)			628				(1,003	)			(4,005	)
Deposits and prepaid expenses			(890	)			(3,132	)			(669	)			(480	)			(1,446	)			7				(673	)
Other assets and intangibles			(174	)			(35	)			37				(19	)			(4	)			(210	)			(3	)
Accounts payable and accrued liabilities			2,879				9,609				1,447				13,021				(596	)			(2,707	)			(182	)
Net cash provided by operating activities		$	41,186			$	40,690			$	40,322			$	69,249			$	76,884			$	10,013			$	20,698

																						Three Months Ended
		Year Ended December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands except percentages)
Net income		$	18,239			$	5,912			$	20,659			$	33,988			$	42,776			$	8,204			$	12,697
Interest expense			11,587				16,299				20,434				23,177				23,681				6,446				5,953
Income taxes			11,661				3,780				13,773				20,220				27,151				5,323				8,190
Depreciation and amortization			8,435				10,026				11,427				12,854				16,741				3,588				4,891
Debt restructuring/extinguishment expense(1)			1,300				10,440				—				—				6,425				—				—
EBITDA		$	51,222			$	46,457			$	66,293			$	90,239			$	116,774			$	23,561			$	31,731

THE EXCHANGE OFFER

Terms of the Exchange Offer

     As of the date of this prospectus, $150.0 million aggregate principal amount of the original notes is outstanding. This prospectus, together with the letter of transmittal, is being sent to all holders of original notes known to us. Our obligation to accept original notes for exchange in the exchange offer is subject to the conditions described below under “— Conditions to the Exchange Offer.”

     Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, we will accept for exchange original notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. For each original note accepted for exchange, the holder of the original note will receive an exchange note having a principal amount equal to that of the surrendered original note. Original notes tendered in the exchange offer must be in denominations of the principal amount of $2,000 and any integral multiples of $1,000 in excess thereof.

     As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on ___, 2007. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” means the latest time and date to which we extend the exchange offer. We reserve the right to extend the period of time during which the exchange offer is open. If the exchange offer period is extended, we would give notice of the extension to the holders of original notes by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. During any extension period, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any original notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer.

     We reserve the right to amend or terminate the exchange offer, and not to accept for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under “— Conditions to the Exchange Offer.” We will give notice of any extension, amendment, non-acceptance or termination to the holders of the original notes as described above. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes and provide notice to the noteholders. If the change is made less than five business days before the expiration of the exchange offer, we will extend the offer so that the noteholders have at least five business days to tender or withdraw.

     Our acceptance of the tender of original notes by a tendering holder will form a binding agreement upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal.

Procedures for Tendering

     Except as described below, a tendering holder must, on or prior to the expiration date:

	•		transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to Deutsche Bank Trust Company Americas at the address listed below under the heading “— Exchange Agent”; or
	•		if original notes are tendered in accordance with the book-entry procedures listed below, the tendering holder must transmit an agent’s message to the exchange agent at the address listed below under the heading “— Exchange Agent.”

     In addition:

	•		the exchange agent must receive, on or before the expiration date, certificates for the original notes or a timely confirmation of book-entry transfer of the original notes into the exchange agent’s account at the Depository Trust Company, the book-entry transfer facility; or
	•		the holder must comply with the guaranteed delivery procedures described below.

     The Depository Trust Company will be referred to as DTC in this prospectus.

     The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.

     The method of delivery of original notes, letters of transmittal and all other required documents is at your election and risk. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent. You should not send any letter of transmittal, original notes or other related documentation to us.

     If you are a beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender original notes, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the original notes by causing DTC to transfer the original notes into the exchange agent’s account.

     Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the original notes surrendered for exchange are tendered:

	•		by a registered holder of the original notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or
	•		for the account of an “eligible institution.”

     If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is a financial institution — including most banks, savings and loan associations and brokerage houses — that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

     We will determine in our sole discretion all questions as to the validity, form and eligibility of original notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding.

     We reserve the right to reject any particular original note not properly tendered or which acceptance of might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular original note either before or after the expiration date, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular original note either before or after the expiration date, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a reasonable period of time. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of original notes. Nor will we, the exchange agent or any other person incur any liability for failing to give notification of any defect or irregularity.

     If the letter of transmittal is signed by a person other than the registered holder of original notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The original notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the original notes must be signed exactly as the name of any registered holder appears on the original notes.

     If the letter of transmittal or any original notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

     By tendering, each holder will represent to us that, among other things,

	•		the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder, and
	•		neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes.

     In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the exchange notes.

     If any holder or other person is an “affiliate” of ours, as defined under Rule 405 of the Securities Act, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the exchange notes, that holder or other person cannot rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

     Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and not withdrawn. We will issue the exchange notes promptly after acceptance of the original notes. See “— Conditions to the Exchange Offer” below. For purposes of the exchange offer, we will deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

     The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes, or if no interest has been paid on the original notes, from the date of issue of the original notes. Holders whose original notes are accepted for exchange will receive interest, as interest on the exchange notes, accrued from the date of issue of the original notes and will be deemed to have waived the right to receive interest accrued on the original notes.

     Unaccepted or non-exchanged original notes will be returned without expense to the tendering holder of the original notes. In the case of original notes tendered by book-entry transfer in accordance with the book-entry procedures described below, the non-exchanged original notes will be credited to an account maintained with the book-entry transfer facility as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

     The exchange agent will make a request to establish an account for the original notes at DTC for purposes of the exchange offer promptly after commencement of the exchange offer. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of original notes by causing DTC to transfer those original notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. The participant should transmit its acceptance to DTC on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered original notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of the book-entry transfer. The confirmation of the book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant. Delivery of exchange notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must:

	(1)		be transmitted to and received by the exchange agent at the address listed below under “— Exchange Agent” on or prior to the expiration date; or
	(2)		comply with the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

     If a registered holder of original notes desires to tender the original notes, and the original notes are not immediately available, or time will not permit the holder’s original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if:

•

the tender is made through an eligible institution;

•

prior to the expiration date, the exchange agent received from an eligible institution a notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery,

	(1)		stating the name and address of the holder of original notes and the amount of original notes tendered,
	(2)		stating that the tender is being made and
	(3)		guaranteeing that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or a facsimile of the letter of transmittal and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

•

the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, a properly completed and duly executed letter of transmittal, or a facsimile of the letter of transmittal and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Withdrawal Rights

     Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

     For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated below under “— Exchange Agent” before 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

	•		specify the name of the person, referred to as the depositor, having tendered the original notes to be withdrawn;
	•		identify the original notes to be withdrawn, including the certificate number or numbers and principal amount of the original notes;
	•		contain a statement that the holder is withdrawing its election to have the original notes exchanged;
	•		be signed by the holder in the same manner as the original signature on the letter of transmittal by which the original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of the original notes in the name of the person withdrawing the tender; and
	•		specify the name in which the original notes are registered, if different from that of the depositor.

     If certificates for original notes have been delivered or otherwise identified to the exchange agent, then prior to the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution unless this holder is an eligible institution. If original notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn original notes. We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange. No exchange notes will be issued unless the original notes so withdrawn are validly re-tendered. Properly withdrawn original notes may be re-tendered by following the procedures described under “— Procedures for Tendering” above at any time on or before 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

     Notwithstanding any other provision of the exchange offer, we shall not be required to accept original notes for exchange, or to issue exchange notes in exchange for any original notes, and may terminate or amend the exchange offer, if at any time before the acceptance of the original notes for exchange or the issuance of the exchange notes for the original notes:

	•		there has been instituted any proceeding seeking to restrain or prohibit the making or completion of the exchange offer, or assessing or seeking any damages as a result of the exchange offer, or resulting in a material delay in our ability to accept for exchange or exchange some or all of the original notes in the exchange offer; or
	•		any action shall have been taken, proposed or threatened by any governmental authority, domestic or foreign, that in our sole judgment might directly or indirectly result in any of such consequences or, in our sole judgment, might result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes which are greater than those described in the interpretations of the SEC staff referred to in this prospectus, or would otherwise make it inadvisable to proceed with the exchange offer; or
	•		there shall have occurred: