UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
April 7, 2008
April 7, 2008
MOBILE MINI, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12804 | 86-0748362 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 7420 South Kyrene Road, Suite 101, Tempe, Arizona |
85283 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
Registrant’s telephone number, including area code: (480) 894-6311
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On April 7, 2008, Mobile Mini, Inc. (“Mobile Mini”) and Mobile Storage Group, Inc. (“ Mobile
Storage Group”) announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, expired at 11:59 p.m., Eastern Daylight Time, on Friday,
April 4, 2008 with respect to the previously announced Agreement and Plan of Merger, dated
February 22, 2008, by and among Mobile Mini, Cactus Merger Sub, Inc., a wholly-owned subsidiary of
Mobile Mini, MSG WC Holdings Corp., the indirect parent of Mobile Storage Group, Inc. and Mobile
Services Group, Inc., and Welsh, Carson, Anderson & Stowe X, L.P., as representative of the
stockholders of MSG WC Holdings Corp. (the “Merger Agreement”) pursuant to which Mobile Storage
Group will be merged into a subsidiary of Mobile Mini.
Consummation of the merger remains subject to certain conditions, including, among others,
approval by Mobile Mini’s stockholders, receipt of a new $1.0 billion asset-based revolving credit
facility and customary closing conditions. Depending on the timing of various disclosure
requirements and the stockholders’ meeting, the transaction is expected to close as early as June
2008.
The press release is attached hereto as an exhibit and is incorporated by reference herein.
Forward-Looking Statements
This communication contains forward-looking statements, particularly regarding Mobile Mini’s
planned acquisition of Mobile Storage Group, which involve risks and uncertainties that could
cause actual results to differ materially from those currently anticipated. Among the risks and
uncertainties that may affect future results are the ability to obtain the approval of the
transaction by the Mobile Mini’s stockholders; the ability to satisfy other conditions to the
transaction on the proposed terms and timeframe; and the ability of Mobile Mini to obtain
financing. Additional risks and uncertainties are described from time to time in the Company’s
SEC filings. Forward-looking statements represent the judgment of the Company, as of the date of
they are made (in this instance, the date of this release), and Mobile Mini disclaims any intent
or obligation to update forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release of Mobile Mini dated April 7, 2008. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MOBILE MINI, INC. | ||||||
| By: | /s/ LAWRENCE TRACHTENBERG | |||||
| Lawrence Trachtenberg | ||||||
| Executive Vice President and | ||||||
| Chief Financial Officer | ||||||
Dated: April 7, 2008
3
EXHIBIT INDEX
| 99.1 | Press Release of Mobile Mini dated April 7, 2008. |
4
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
MOBILE MINI, INC. ANNOUNCES
EXPIRATION OF HSR WAITING PERIOD
Tempe, AZ – April 7, 2008 — Mobile Mini, Inc. (Nasdaq GS: MINI), a leading provider of portable
storage solutions, and Mobile Storage Group, Inc. of Glendale, California, a provider of portable
storage in the United States and the United Kingdom, today announced that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), expired at 11:59 p.m.,
Eastern Daylight Time, on Friday, April 4, 2008 with respect to the previously announced merger
agreement pursuant to which Mobile Storage Group will be merged into a subsidiary of Mobile Mini.
Consummation of the merger remains subject to certain conditions, including, among others, approval
by Mobile Mini’s stockholders, receipt of a new $1.0 billion asset-based revolving credit facility
and customary closing conditions. Depending on the timing of various disclosure requirements and
the stockholders’ meeting, the transaction is expected to close as early as June 2008.
Additional Information
This communication is being made in respect of the proposed merger transaction involving Mobile
Mini and Mobile Storage Group and may be deemed to be soliciting material relating to the proposed
transaction. In connection with the proposed transaction, Mobile Mini has filed a preliminary proxy
statement with the Securities and Exchange Commission (the “SEC”) relating to a special meeting of
its stockholders and the proposed transaction and Mobile Mini will be filing other relevant
documents concerning the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, STOCKHOLDERS OF MOBILE MINI ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The definitive proxy statement will be mailed to Mobile Mini’s stockholders.
Stockholders of Mobile Mini are able to obtain a free copy of the preliminary proxy statement, as
well as a defintive version of the proxy statement (when it becomes available) and other filings
containing or that will contain information about Mobile Mini, without charge, at the Securities
and Exchange Commission’s Internet site (http://www.sec.gov). Copies of the preliminary proxy
statement, as well as a defintive version of the proxy statement (when it becomes available) and
the filings with the Securities and Exchange Commission that will be incorporated by reference in
the proxy statement, can also be obtained, when available, without charge, by directing a request
to Mobile Mini, Inc., 7420 South Kyrene Road, Suite 101, Tempe, AZ 85283, Attention: Investor
Relations.
Mobile Mini and its respective directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the proposed transaction. Information
regarding Mobile Mini’s directors and executive officers is available in Mobile Mini’s notice of
annual meeting and proxy statement for its most recent annual meeting and Mobile Mini’s Annual
Report on Form 10-K for the year ended December 31, 2007, which were filed with the SEC on April
30, 2007 and February 29, 2008, respectively. Other information regarding the participants in the
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, are contained in the the preliminary proxy statement, and will be contained in a
defintive version of the proxy statement (when it becomes available) and other relevant materials
filed with the SEC.
Mobile Mini, Inc. is a world leading provider of portable storage solutions through its total
fleet of approximately 165,000 portable storage units and portable offices with 66 branches in
U.S., United Kingdom, Canada and The Netherlands. Mobile Mini is included on the Russell
2000â and 3000â Indexes and the S&P Small Cap Index.
This news release contains forward-looking statements, particularly regarding Mobile Mini’s
planned acquisition of Mobile Storage Group, which involve risks and uncertainties that could
cause actual results to differ materially from those currently anticipated. Among the risks and
uncertainties that may affect future results are the ability to obtain the approval of the
transaction by the Mobile Mini’s stockholders; the ability to satisfy other conditions to the
transaction on the proposed terms and timeframe; and the ability of Mobile Mini to obtain
financing. Additional risks and uncertainties are described from time to time in the Company’s
SEC filings. Forward-looking statements represent the judgment of the Company, as of the date of
they are made (in this instance, the date of this release), and Mobile Mini disclaims any intent
or obligation to update forward-looking statements.
CONTACT:
|
-OR- | INVESTOR RELATIONS COUNSEL: | ||
Larry Trachtenberg, Executive VP &
|
The Equity Group Inc. | |||
Chief Financial Officer
|
Linda Latman (212) 836-9609 | |||
Mobile Mini, Inc.
|
Lena Cati (212) 836-9611 | |||
(480) 894-6311
|
www.theequitygroup.com | |||
www.mobilemini.com |
##### ##### #####