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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                  Form 10-K/A-1

                                   (Mark One)

[X]       ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended December
          31, 1996

[ ]       TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934 [No Fee Required] For the transition  period from
          ___________ to ________________


                         Commission File Number 1-12804
                         ------------------------------

                                mobile mini, inc.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                       86-0748362
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                              1834 West 3rd Street
                              Tempe, Arizona 85281
                    (Address of Principal Executive Offices)

                                 (602) 894-6311
                         (Registrant's Telephone Number)

         Securities Registered Under Section 12(g) of the Exchange Act:

         Title of Class                Name of Each Exchange on Which Registered
  Common Stock, $.01 par value            NASDAQ Stock Market National Market
Warrant to Purchase Common Stock         NASDAQ Stock Market Small Cap Market
       at $5.00 per share


Indicate by checkmark whether the Registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No 
                                      ---  ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market  value on March 25,  1997 of the  voting  stock  owned by
non-affiliates  of the registrant was  $11,872,272  (calculated by excluding all
shares held by executive officers, directors and holders of five percent of more
of the voting power of the registrant,  without  conceding that such persons are
"affiliates" of the registrant for purposes of the federal securities law).

As of March 25, 1997,  there were  outstanding  6,739,324 shares of the issuer's
common stock, par value $.01.

Documents incorporated by reference:  None

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                                      -1-

The registrant  hereby amends its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, by deleting the  information  heretofore  filed therein
under Items 10, 11 and 12 of Part III, and inserting therefor the following:


ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


         Set  forth  below  are  the  names  and  ages  of  and  other  relevant
information about the directors and executive officers of the Company.


         Richard E. Bunger, age 59, Chairman of the Board and Director,  founded
         the Company's operations in 1983 and also served as the Company's Chief
         Executive  Officer and President from inception through April 1997. Mr.
         Bunger has been  awarded  approximately  70  patents,  many  related to
         portable  storage  technology.  For a period of  approximately 25 years
         prior to founding the  Company,  Mr.  Bunger owned and operated  Corral
         Industries  Incorporated,  a worldwide  designer/builder  of integrated
         animal production  facilities,  and a designer/builder  of mini storage
         facilities.


         Lawrence  Trachtenberg,  age 40,  Executive  Vice  President  and Chief
         Financial Officer, General Counsel, Secretary,  Treasurer and Director,
         joined the Company in December  1995.  Mr.  Trachtenberg  is  primarily
         responsible for all accounting,  banking and related  financial matters
         for the Company.  Mr.  Trachtenberg  is admitted to practice law in the
         States of Arizona and New York and is a Certified Public  Accountant in
         New York. Prior to joining the Company, Mr. Trachtenberg served as Vice
         President and General Counsel at Express America Mortgage  Corporation,
         a mortgage banking company,  from February 1994 through  September 1995
         and  as  Vice  President  and  Chief   Financial   Officer  of  Pacific
         International  Services  Corporation,  a  corporation  engaged  in  car
         rentals  and  sales,   from  March  1990  through   January  1994.  Mr.
         Trachtenberg  received his Juris  Doctorate  from Harvard Law School in
         1981 and his B.A. - Accounting/Economics  from Queens College - CUNY in
         1977.


         Steven G.  Bunger,  age 35,  Chief  Executive  Officer,  President  and
         Director since April 1997. Prior to April 1997 Mr. Bunger served as the
         Company's  Chief  Operating  Officer and was responsible for overseeing
         all of the  Company's  operations  and sales  activities  with  overall
         responsibility  for  advertising,  marketing  and pricing.  Mr.  Bunger
         graduated  from Arizona State  University in 1986 with a  B.A.-Business
         Administration. He is the son of Richard E. Bunger.


         George E. Berkner,  age 62,  Director,  became a member of the Board of
         Directors  of the  Company in  December,  1993.  From  August,  1992 to
         present, Mr. Berkner has been the Vice President of AdGraphics, Inc., a
         computer graphics company.  From May, 1990 to August, 1992, Mr. Berkner
         was a private  investor.  From  February,  1972  until May,  1990,  Mr.
         Berkner was the  President  and Chief  Executive  Officer of Gila River
         Products,  a plastics  manufacturer with 155 employees.  Mr. Berkner is
         also a director of Auto X-Ray,  Inc.  Mr.  Berkner  graduated  from St.
         Johns University with a B.A.-Economics/Business in 1956.


         Ronald J. Marusiak,  age 49, Director,  became a member of the Board of
         Directors  of the  Company  in  February  1996.  From  January  1988 to
         present, Mr. Marusiak has been the Division President of Micro-Tronics,
         Inc., a  corporation  engaged in precision  machining  and tool and die
         building for companies throughout the U.S. Mr. Marusiak is the co-owner
         of R2B2 Systems,  Inc., a computer hardware and software  company.  Mr.
         Marusiak  is also a director of McKee  Securities,  Inc.  Mr.  Marusiak
         received a Masters of Science in Management from LaVerne  University in
         1979 and graduated from the United States Air Force Academy in 1971.
                                      -2-

         Burton K.  Kennedy  Jr.,  age 49,  Senior Vice  President  of Sales and
         Marketing,  was originally  with the Company's  predecessor  from March
         1986 until  September  1991, and rejoined the Company July of 1996. Mr.
         Kennedy has the overall  responsibility  for all branch  lease and sale
         operations  and also directs the  acquisition  of container  inventory.
         From  September  1993 through June 1996,  Mr. Kennedy served in various
         executive  positions with National Security  Containers,  a division of
         Cavco,  Inc.  From  April  1992  through  August  1993 he was a working
         partner in American Bonsai.

                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),   requires  the  Company's  officers  and  directors,   and  persons  who
beneficially  own more than ten percent of a registered  class of the  Company's
equity securities, to file reports of ownership and change in ownership with the
Securities and Exchange Commission (the "SEC") and The Nasdaq Stock Market. Such
reports  are  filed  on Form 3,  Form 4,  and  Form 5 under  the  Exchange  Act.
Officers,  directors and greater than  ten-percent  shareholders are required by
Exchange Act regulations to furnish the Company with copies of all Section 16(a)
forms they file.

Based  solely on its  review  of the  copies of such  forms  received  by it, or
written  representations  from  certain  reporting  persons that no Forms 5 were
required for those persons,  the Company believes that, during fiscal year ended
December  31,  1996  all  officers,  directors,  and  greater  than  ten-percent
beneficial owners complied with the applicable Section 16(a) filing requirements
except for the following:

Mr.  Marusiak  filed on July 31, 1996,  subsequent to the required  filing date,
Form 4s reporting,  respectively,  the  acquisition  in May and June 1996 by the
Micro-Tronics,  Inc.  Profit Sharing Plan and Trust of a warrants to purchase an
aggregate of 7,000 shares of the Company's Common Stock (Mr.  Marusiak has a pro
rata ownership share of 20% to the assets held in such Plan) and the acquisition
in June  1996 of 500  shares of the  Company's  Common  Stock by Mr.  Marusiak's
children.


ITEM 11.       EXECUTIVE COMPENSATION.


         Compensation Summary of Executive Officers


The  following  table sets  forth  certain  compensation  paid or accrued by the
Company  during the fiscal year ended  December 31, 1996 to the Chief  Executive
Officer  ("CEO") and  executive  officers of the Company  whose salary and bonus
exceeded $100,000 (collectively with the CEO, the "Named Officers").
                                      -3-

                           SUMMARY COMPENSATION TABLE
Long Term Annual Compensation Compensation ------------------------- ------------ Other Annual Name and Principal Fiscal Compen- Stock All Other Position(1) Year Salary Bonus sation Options Compensation - ----------------------------------------------------------------------------------------------------------------- Richard E. Bunger, 1996 $100,000 $107,873 -- -- $ 4,100(2) Chief Executive Officer 1995 104,167 77,808 -- -- 4,100(2) 1994 125,000 -- -- 75,000 4,100(2) Lawrence Trachtenberg 1996 $50,000 $95,887 -- 25,000 $ 5,000(3) Chief Financial Officer, 1995 -- -- -- 50,000 -- Executive Vice President 1994 -- -- -- -- -- Steven G. Bunger, 1996 $50,000 $ 95,887 -- 25,000 $ 5,000(3) Chief Operating Officer, Executive Vice 1995 42,500 94,128 -- 50,000 4,375(3) President 1994 20,000 103,988 -- -- --
- -------------------- (1) The named positions served in these capacities through Fiscal year end 1996. In April 1997, Steven G. Bunger succeeded Mr. Richard E. Bunger as the Company's Chief Executive Officer and President. (2) The Company provides Mr. Bunger with the use of a Company-owned vehicle. The amount shown represents the Company's estimate of costs borne by it in connection with the vehicle, including fuel, maintenance, license fees and other operating costs. (3) Mr. Trachtenberg and Mr. Steven Bunger are each paid $5,000 per year in consideration of their respective non-compete agreements. Mr. Bunger entered into such agreement after the commencement of the 1995 fiscal year. Option Grants The following table sets forth certain information regarding the grant and exercise of options to the Named Officers in 1996. OPTION GRANTS IN FISCAL YEAR 1996
% of Total Potential Realizable Value at Options/SARs Assumed Annual Rate of Stock Price Granted to Exercise or Appreciation for Option Name Options/SARs Employees in Base Price Expiration Term Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($) - ----------------------------------------------------------------------------------------------------------------------- Richard E. Bunger -0- -- -- -- -- -- Lawrence Trachtenberg 25,000 25% $3.50 April 2006 $55,028 $139,452 Steven G. Bunger 25,000 25% $3.85 April 2001 $26,592 $ 58,762
(1) This disclosure is provided pursuant to Item 402(c) of Regulation S-K and assumes that the actual stock price appreciation over the maximum remaining option terms (10 and 5 years for Mr. Trachtenberg's and Mr. Bunger's options, respectively) will be at the assumed 5% and 10% levels. -4- Option Exercises and Values The following table sets forth certain information regarding the exercise and values of options held by the Named Officers as of December 31, 1996. AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Value of Unexercised Number of Unexercised In-the-Money Options at Options at December 31, December 31, 1996 1996(1) Shares Acquired on Exercisable/ Exercisable/ Name Exercise Value Realized Unexercisable Unexercisable - -------------------------------------------------------------------------------------------------------------- Richard E. Bunger - - 45,000/30,000 $0/$0 Lawrence Trachtenberg - - 25,000/50,000 $0/$0 Steven G. Bunger - - 25,000/50,000 $0/$0
(1) All the exercisable options were exercisable at a price greater than the last reported sale price of the Common Stock ($3.125) on the Nasdaq Stock Market National Market System on December 31, 1996. Employment Agreements The Company provides Mr. Richard Bunger with life insurance (of which the Company is the beneficiary) in the amount of $2,000,000, a Company vehicle, and all the employee benefits provided to the Company's executive employees. Although the Company has not entered into any long-term employment contracts with any of its employees, the Company has entered into numerous agreements with key employees which are terminable at will, with or without cause, including agreements with Lawrence Trachtenberg and Steven G. Bunger. Each of these agreements contains a covenant not to compete for a period of two years after termination of employment and a covenant not to disclose confidential information of a proprietary nature to third parties. The Company had numerous bonus and incentive arrangements with several employees during 1996, including Mr. Richard Bunger, Mr. Trachtenberg and Mr. Steven G. Bunger. These agreements included an incentive program to provide financial awards for an increase in revenues or for the attainment of quotas. Mr. Richard Bunger, Mr. Trachtenberg and Mr. Steven G. Bunger received a percentage of gross profit as incentive compensation. These compensation agreements were evaluated by an independent executive compensation consulting organization and effective January 1, 1997, the employees, including Mr. Richard Bunger, Mr. Trachtenberg and Mr. Steven Bunger are being compensated in 1997 based on commensurate fair market salaries. -5- Compensation of Directors The Company's directors (other than officers of the Company) received cash compensation for service on the Board of Directors and committees thereof in the amount of $500 per quarterly meeting. Mr. Berkner, Mr. Marusiak and, prior to his resignation in February 1996, Mr. Roy Snell, each had the right to receive options to acquire 3,000 shares of Common Stock on each August 1 while serving as members of the compensation committee but not to exceed 15,000 options per person. In lieu of options, Mr. Snell elected to receive the right to cash payments of $250 per month. Mr. Snell provided certain consulting services to the Company related to obtaining financing for the Company's operating equipment and containers since 1991 for which he was being compensated $1,200 per annum. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth certain information as of March 31, 1997 with respect to the beneficial ownership of the Company's Common Stock by each shareholder known by the Company to be the beneficial owner of more than five percent of its outstanding Common Stock, by each director who owns shares of the Company's Common Stock, and by all executive officers and directors as a group. Each person named has sole voting and investment power with respect to all of the shares indicated, except as otherwise noted.
Common Stock Name and Address of Beneficial Owner Beneficially Owned(1) Percent(2) - ------------------------------------------------------------------------------------------------------- Richard E. Bunger 2,350,000(3) 34.6% 1834 West 3rd Street Tempe, Arizona 85281 Lawrence Trachtenberg 33,395(4) * 1834 West 3rd Street Tempe, Arizona 85281 Steven G. Bunger 215,989(5) 3.2% 1834 West 3rd Street Tempe, Arizona 85281 Ronald J. Marusiak 104,700(6) 1.5% 1834 West 3rd Street Tempe, Arizona 85281 George Berkner 17,500(7) * 1834 West 3rd Street Tempe, Arizona 85281 REB/BMB Family Limited Partnership(8) 2,290,000 34.0% 1834 West 3rd Street Tempe, Arizona 85281 Bunger Holdings, L.L.C.(9) 410,000 6.1% 1834 West 3rd Street Tempe, Arizona 85281 All Directors and Executive Officers as a group 2,618,900 38.0% (6 persons)(3)(4)(5)(6)(7)
-6- * Less than 1%. (1) The inclusion herein of any shares of Common Stock does not constitute an admission of beneficial ownership of such shares, but are included in accordance with rules of the Securities and Exchange Commission. (2) Includes shares of Common Stock subject to options or Warrants which are presently exercisable or which may become exercisable within 60 days of March 31, 1997. (3) Includes 2,290,000 shares owned by REB/BMB Family Limited Partnership and 60,000 shares subject to exercisable options. Mr. Bunger disclaims any beneficial ownership of shares held by REB/BMB Family Limited Partnership in excess 1,894,379. All shares held by Mr. Bunger are held as community property. (4) Includes 30,000 shares subject to exercisable options. (5) Includes 82,000 shares owned by Bunger Holdings, L.L.C., 102,684 shares owned by REB/BMB Family Limited Partnership and 30,000 shares subject to exercisable options. Of the 102,684 shares owned by REB/BMB Family Limited Partnership, 80,150 are held for members of Mr. Bunger's immediate family. (6) Includes: (a) 7,700 shares and warrants to acquire 2,500 shares at $5.00 per share held by Mr. Marusiak's children; (b) 8,500 shares and warrants to acquire 1,500 shares at $5.00 per share held by Mr. Marusiak and his wife (c) 64,000 shares and warrants to acquire 18,000 shares at $5.00 per share held by Micro-Tronics, Inc.'s Profit Sharing Plan and Trust (the "Plan") of which Mr. Marusiak is Trustee and Plan Administrator. Mr. Marusiak disclaims any beneficial ownership of 80% of the shares held by the Plan, as his pro rata ownership interest is limited to 20% of the Plan's assets; and (d) 2,500 shares subject to exercisable options.. (7) Includes 6,000 shares, warrants to acquire 3,000 shares at $5.00 per share and 8,500 shares subject to exercisable options. (8) Richard E. Bunger and his wife, Barbara M. Bunger, are the general partners of REB/BMB Family Limited Partnership. (9) The members of Bunger Holdings, L.L.C. are Steven G. Bunger, Carolyn Clawson, Michael Bunger, Jennifer Blackwell and Susan Keating, each a child of Richard E. Bunger. -7- In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOBILE MINI, INC. (Registrant) Date: April 29, 1997 By: /s/Steven G. Bunger ----------------------------------------------- Steven G. Bunger, Chief Executive Officer and Director Date: April 29, 1997 By: /s/Lawrence Trachtenberg ----------------------------------------------- Lawrence Trachtenberg, Chief Financial Officer -8-