UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MOBILE MINI, INC.
(Name of Issuer) |
Common Stock, $0.01 Par Value
(Title of Class of Securities) |
60740F105
(CUSIP Number) |
David K. Robbins, Esq.
Bingham McCutchen LLP
355 South Grand Avenue, 44th Floor
Los Angeles, CA 90071
(213) 680-6400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
September 4, 2009
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 60740F105
1 | NAME OF REPORTING PERSONS
Shamrock Activist Value Fund, L.P. |
|||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
8 SHARED VOTING POWER
1,439,461 Common Shares* | ||
9 SOLE DISPOSITIVE POWER
0 | ||
10 SHARED DISPOSITIVE POWER
1,439,461 Common Shares* |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,439,461 Common Shares* |
|||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.06%* |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
* | See Item 5 hereof |
SCHEDULE 13D
CUSIP No. 60740F105
1 | NAME OF REPORTING PERSONS
Shamrock Activist Value Fund IV, L.P. |
|||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
8 SHARED VOTING POWER
821,456 Common Shares* | ||
9 SOLE DISPOSITIVE POWER
0 | ||
10 SHARED DISPOSITIVE POWER
821,456 Common Shares* |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
821,456 Common Shares* |
|||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.31%* |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
* | See Item 5 hereof |
SCHEDULE 13D
CUSIP No. 60740F105
1 | NAME OF REPORTING PERSONS
Stanley P. Gold |
|||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0* | |
8 SHARED VOTING POWER
0* | ||
9 SOLE DISPOSITIVE POWER
0* | ||
10 SHARED DISPOSITIVE POWER
0* |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* |
|||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%* |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | See Item 5 hereof |
SCHEDULE 13D
CUSIP No. 60740F105
1 | NAME OF REPORTING PERSONS
Dennis A. Johnson, CFA |
|||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0* | |
8 SHARED VOTING POWER
0* | ||
9 SOLE DISPOSITIVE POWER
0* | ||
10 SHARED DISPOSITIVE POWER
0* |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* |
|||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%* |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | See Item 5 hereof |
SCHEDULE 13D
CUSIP No. 60740F105
1 | NAME OF REPORTING PERSONS
Shamrock Activist Value Fund GP, L.L.C. |
|||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
8 SHARED VOTING POWER
2,260,917 Common Shares* | ||
9 SOLE DISPOSITIVE POWER
0 | ||
10 SHARED DISPOSITIVE POWER
2,260,917 Common Shares* |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,260,917 Common Shares* |
|||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.37%* |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | See Item 5 hereof |
SCHEDULE 13D
CUSIP No. 60740F105
1 | NAME OF REPORTING PERSONS
Shamrock Partners Activist Value Fund, L.L.C. |
|||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
2,260,917 Common Shares* | |
8 SHARED VOTING POWER
0 | ||
9 SOLE DISPOSITIVE POWER
2,260,917 Common Shares* | ||
10 SHARED DISPOSITIVE POWER
0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,260,917 Common Shares* |
|||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.37%* |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | See Item 5 hereof |
ITEM 1. | Security and Issuer. |
The securities to which this statement relates are shares of Common Stock, $0.01 par value per share (Common Shares), of Mobile Mini, Inc., a Delaware corporation (the Company). The principal executive offices of the Company are located at 7420 S. Kyrene Road, Suite 101, Tempe, Arizona 85283.
ITEM 2. | Identity and Background. |
(a)-(c), (f). The Reporting Persons are: (i) Shamrock Activist Value Fund, L.P., a Delaware limited partnership (SAVF), (ii) Shamrock Activist Value Fund IV, L.P., a Delaware limited partnership (SAVF IV), (iii) Stanley P. Gold, an individual (Mr. Gold), (iv) Dennis A. Johnson, CFA, an individual (Mr. Johnson), (v) Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF and SAVF IV (the General Partner) and (vi) Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company and the managing member of the General Partner (Shamrock Partners, and together with SAVF, SAVF IV, Mr. Gold, Mr. Johnson and the General Partner, the Reporting Persons). The principal business of SAVF and SAVF IV (SAVF and SAVF IV are referred to collectively herein as the Shamrock Activist Value Fund) is investing in the securities of publicly traded small and micro-cap companies in the United States. The principal business of the General Partner is acting as general partner of the Shamrock Activist Value Fund, and the principal business of Shamrock Partners is acting as the managing member of the General Partner.
The managing members of Shamrock Partners are Shamrock Holdings of California, Inc., a California corporation (SHOC), and Mr. Gold, who also is the President of SHOC. All of the capital stock of SHOC is owned by Shamrock Holdings, Inc., a Delaware corporation (SHI). SHOC and SHI, together with their subsidiary entities, are holding companies engaged in the making, holding and disposing of investments in various industries, principally in the United States and Israel.
The Roy E. Disney Trust and the Patricia A. Disney Trust each own approximately 2.26% of the common stock of SHI. Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney own an aggregate of approximately 45.4% of the common stock of SHI. In addition, Stanley P. Gold is the sole trustee of four trusts established for the benefit of Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney, which hold an aggregate of approximately 50% of SHI common stock. Mr. Gold is also the trustee of the Patricia Disney Trust.
The principal executive offices of the Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are located at 4444 W. Lakeside Drive, Burbank, California 91505.
The business address of each of the persons listed below is 4444 W. Lakeside Drive, Burbank, California 91505. The names and principal occupations or employments of the
directors, executive officers and controlling persons of the Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are as follows:
Name |
Principal Occupation Or Employment | |
Roy E. Disney | Chairman of the Board of Directors of SHI and SHOC. Chairman of the Board of Directors of Shamrock Capital Advisors, Inc., a Delaware corporation (SCA) (a subsidiary of SHOC that provides management and consulting services, principally to SHOC and investment partnerships organized by SHOC, including businesses in which such partnerships invest). The principal executive office of SCA is 4444 W. Lakeside Drive, Burbank, CA 91505. | |
Abigail E. Disney | Vice Chairman of the Board of Directors of SHI and Executive Vice President of SHOC; investor. | |
Roy Patrick Disney | Director of SHI; investor. | |
Susan Disney Lord | Director of SHI; investor. | |
Timothy J. Disney | Director of SHI; investor. | |
Stanley P. Gold | Director and President of SHI and SHOC. Director, President and Managing Director of SCA. Managing Member and President of Shamrock Partners. | |
Dennis A. Johnson, CFA |
Managing Director of SCA; Vice President of Shamrock Partners; the portfolio manager of the Shamrock Activist Value Fund. | |
Eugene I. Krieger | Vice Chairman of the Board of Directors and Chief Operating Officer of SHI. Vice Chairman of the Board of Directors of SCA. Director and Vice President of SHOC. Vice President of Shamrock Partners. | |
Gregory S. Martin | Chief Financial Officer of SHOC, SHI, SCA and Shamrock Partners. |
All of the persons listed above are citizens and residents of the United States.
(d)-(e) During the last five years, none of the Reporting Persons or, to the Reporting Persons best knowledge, any of their directors, executive officers or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. | Source and Amount of Funds or Other Consideration. |
The total amount of funds used by SAVF to purchase the 1,439,461 Common Shares reported herein was $21,841,433 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.
The total amount of funds used by SAVF IV to purchase the 821,456 Common Shares reported herein was $13,450,689 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF IV.
ITEM 4. | Purpose of Transaction. |
The Shamrock Activist Value Fund acquired the 2,260,917 Common Shares owned by it based on the Reporting Persons belief that the Common Shares represent an attractive investment opportunity.
Representatives of the Reporting Persons plan to discuss with the Company ideas to enhance long-term value for the benefit of the Companys shareholders. To increase the Companys long-term value, the Reporting Persons believe the Company should, among other things: improve its capital allocation process; concentrate on its core businesses; review strategic alternatives for improving return on invested capital; increase transparency in its public disclosure; strengthen the link between executive compensation and the Companys performance; and enhance its corporate governance by, among other things, (1) declassifying the board of directors, (2) implementing a majority voting standard for uncontested director elections, (3) allowing the Companys poison pill shareholder rights plan to expire (without renewal or replacement) on its stated expiration date of December 30, 2009 and providing that no future poison pill will be implemented without shareholder approval, (4) providing shareholders with the right to call a special meeting and (5) adopting an annual shareholder advisory vote on executive compensation. The Reporting Persons also believe that the Company would benefit from the addition of new members to the board of directors, especially those proposed by the Companys larger shareholders, including, for example, the Shamrock Activist Value Fund.
The Reporting Persons (a) may determine from time to time to acquire additional securities of the Company in the open market, in private transactions or otherwise, and (b) may determine from time to time to sell some or all of the securities they now hold or hereafter acquire, in each case based on factors that such Reporting Persons may deem relevant, which may include, without limitation, (i) market and general economic conditions, (ii) the business affairs and financial conditions of the Company, (iii) the availability of securities at favorable prices, (iv) alternative investment opportunities available to the Reporting Persons, (v) new or increases or decreases in capital commitments from partners in the Shamrock Activist Value Fund, (vi) the capital requirements of the Shamrock Activist Value Fund, (vii) to honor redemption requests from partners in SAVF or SAVF IV, or (viii) other factors from time to time deemed to be relevant by such Reporting Persons.
Except as stated in response to this Item 4, the Reporting Persons have no current plans or proposals with respect to the Company or its securities of the types enumerated in paragraphs (a) through (j) of Item 4 to the form Schedule 13D promulgated under the Act.
ITEM 5. | Interests in Securities of the Issuer. |
(a), (b) SAVF and SAVF IV are controlled by the General Partner. As a result, each of SAVF and SAVF IV may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others. Each of SAVF and SAVF IV disclaims beneficial ownership of any Common Shares owned by the other.
SAVF is the owner of 1,439,461 Common Shares, which represents approximately 4.06% of the issued and outstanding Common Shares. SAVF IV is the owner of 821,456 Common Shares, which represents approximately 2.31% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund collectively owns 2,260,917 Common Shares, which represents approximately 6.37% of the issued and outstanding Common Shares.
Mr. Gold is a managing member of Shamrock Partners, which is the managing member of the General Partner, which in turn is the general partner of each of SAVF and SAVF IV. As a result, Mr. Gold may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Gold disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Dennis A. Johnson, Shamrock Partners, the General Partner or the Shamrock Activist Value Fund.
Mr. Johnson is a Managing Director of SCA, a Vice President of Shamrock Partners, and the portfolio manager of the Shamrock Activist Value Fund, and as such has primary responsibility for the portfolio investment decisions relating to the Shamrock Activist Value Fund. As a result, Mr. Johnson may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Johnson disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Stanley P. Gold, Shamrock Partners, the General Partner or the Shamrock Activist Value Fund.
As the general partner of the Shamrock Activist Value Fund, the General Partner may be deemed to beneficially own the 2,260,917 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 6.37% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 2,260,917 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 6.37% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 2,260,917 Common Shares owned by the Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares.
The percentage of ownership figures set forth above and in response to Items 5(a) and 5(b) assume that 35,470,957 Common Shares were outstanding as of September 11, 2009, based on the information contained in the Companys Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on August 10, 2009.
(c) During the last 60 days, SAVF and SAVF IV effected transactions with respect to the Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 1 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ Global Select Market.
Except as referenced above, none of the Reporting Persons beneficially owns any Common Shares or has effected any transactions in Common Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The Reporting Persons have no knowledge of any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in response to Item 2 or between such persons and any person with respect to any securities of the Company.
ITEM 7. | Material to be Filed as Exhibits. |
Document | ||||
Exhibit 1 |
| Schedule of Transactions | ||
Exhibit 2 |
| Joint Filing Agreement, dated September 11, 2009, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund IV, L.P., Stanley P. Gold, Dennis A. Johnson, CFA, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. | ||
Exhibit 3 |
| Power of Attorney, dated September 11, 2009, appointing Dennis A. Johnson, CFA as attorney-in-fact for Stanley P. Gold |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: September 11, 2009
SHAMROCK ACTIVIST VALUE FUND, L.P. | ||
By: | Shamrock Activist Value Fund GP, L.L.C., its general partner | |
By: | Shamrock Partners Activist Value Fund, L.L.C., its managing member | |
By: | /s/ Dennis A. Johnson | |
Name: | Dennis A. Johnson, CFA | |
Title: | Vice President | |
SHAMROCK ACTIVIST VALUE FUND IV, L.P. | ||
By: | Shamrock Activist Value Fund GP, L.L.C., its general partner | |
By: | Shamrock Partners Activist Value Fund, L.L.C., its managing member | |
By: | /s/ Dennis A. Johnson | |
Name: | Dennis A. Johnson, CFA | |
Title: | Vice President | |
/s/ Stanley P. Gold | ||
Stanley P. Gold | ||
/s/ Dennis A. Johnson | ||
Dennis A. Johnson, CFA | ||
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. | ||
By: | Shamrock Partners Activist Value Fund, L.L.C., its managing member | |
By: | /s/ Dennis A. Johnson | |
Name: | Dennis A. Johnson, CFA | |
Title: | Vice President |
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. | ||
By: | /s/ Dennis A. Johnson | |
Name: | Dennis A. Johnson, CFA | |
Title: | Vice President |
Exhibit Index
Document | ||||
Exhibit 1 |
| Schedule of Transactions | ||
Exhibit 2 |
| Joint Filing Agreement, dated September 11, 2009, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund IV, L.P., Stanley P. Gold, Dennis A. Johnson, CFA, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. | ||
Exhibit 3 |
| Power of Attorney, dated September 11, 2009, appointing Dennis A. Johnson, CFA as attorney-in-fact for Stanley P. Gold |