-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CEEysAKjPKpv+AbX6oKRiX2WkgbiAKwuFxSxna3sOOeNdjciHKfvFInkvXes+mZP KdPeEXqas/V92vBWUv6cyQ== 0000935808-95-000018.txt : 19951124 0000935808-95-000018.hdr.sgml : 19951124 ACCESSION NUMBER: 0000935808-95-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951122 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE INC /CA CENTRAL INDEX KEY: 0000318380 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953551121 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36024 FILM NUMBER: 95595801 BUSINESS ADDRESS: STREET 1: 600 N BRAND BLVD STREET 2: SUITE 300 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8182448080 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES B WAYNE ET AL CENTRAL INDEX KEY: 0000935808 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 952782164 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 NORTH BRAND BOULEVARD SUITE 300 CITY: GLENDALE STATE: CA ZIP: 91203-1124 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 2: 600 NORTH BRAND BOULEVARD SUITE 300 CITY: GLENDALE STATE: CA ZIP: 91203-1241 SC 13D/A 1 SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Public Storage, Inc. (formerly Storage Equities, Inc.) (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 74460D 10 9 (CUSIP Number) David Goldberg, 600 No. Brand Blvd., Glendale, California 91203-1241, 818/244-8080, ext. 529 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 16, 1995 (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 74460D 10 9 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PS Insurance Company, Ltd. 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 300,000 8 Shared Voting Power N/A 9 Sole Dispositive Power 300,000 10 Shared Dispositive Power N/A 11 Aggregate Amount Beneficially Owned by Each Reporting Person 300,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 0.42% 14 Type of Reporting Person* CO SCHEDULE 13D CUSIP No. 74460D 10 9 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person B. Wayne Hughes 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 19,696,564 8 Shared Voting Power 329,469 (see footnote 2 below) 9 Sole Dispositive Power 19,696,564 10 Shared Dispositive Power 329,469 (see footnote 2 below) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 20,026,033 (see footnote 2 below) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 27.79% 14 Type of Reporting Person* IN (2) Includes 300,000 shares held of record by PS Insurance Company, Ltd. and 29,469 shares held of record by Parker Hughes Trust dtd 3/7/91. SCHEDULE 13D CUSIP No. 74460D 10 9 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person B. Wayne Hughes, Jr. 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* PF, BK 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 907,521 (see footnote 3 below) 8 Shared Voting Power 950 (see footnote 4 below) 9 Sole Dispositive Power 907,521 (see footnote 3 below) 10 Shared Dispositive Power 950 (see footnote 4 below) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 908,471 (see footnotes 3 and 4 below) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 1.26% 14 Type of Reporting Person* IN (3) Includes 1,472 shares of common stock which can be acquired upon conversion of 875 shares of the issuer's 8.25% Convertible Preferred Stock which are beneficially owned by B. Wayne Hughes, Jr. (4) Includes 950 shares held of record jointly by B. Wayne Hughes, Jr. and Tamara L. Hughes. SCHEDULE 13D CUSIP No. 74460D 10 9 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Parker Hughes Trust No. 2 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 15,930 8 Shared Voting Power N/A 9 Sole Dispositive Power 15,930 10 Shared Dispositive Power N/A 11 Aggregate Amount Beneficially Owned by Each Reporting Person 15,930 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 0.02% 14 Type of Reporting Person* OO (Trust) SCHEDULE 13D CUSIP No. 74460D 10 9 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Tamara L. Hughes 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 16,948,368 (see footnote 5 below) 8 Shared Voting Power 316,880 (see footnote 6 below) 9 Sole Dispositive Power 16,948,368 (see footnote 5 below) 10 Shared Dispositive Power 316,880 (see footnote 6 below) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 17,265,248 (see footnotes 5 and 6 below) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 23.96% 14 Type of Reporting Person* IN (5) Includes 5,050 shares of common stock which can be acquired upon conversion of 3,000 shares of the issuer's 8.25% Convertible Preferred Stock which are held of record by Tamara L. Hughes. (6) Includes 300,000 shares held of record by PS Insurance Company, Ltd., 950 shares held of record jointly by Tamara L. Hughes and B. Wayne Hughes, Jr. and 15,930 shares held of record by Parker Hughes Trust No. 2 dtd 12/24/92. This Amendment No. 17 to Statement on Schedule 13D (the "Amended and Restated Statement") amends and restates the Statement on Schedule 13D dated March 3, 1989, as amended by Amendment No. 1 dated September 7, 1989, Amendment No. 2 dated March 27, 1990, Amendment No. 3 dated November 1, 1990, Amendment No. 4 dated January 2, 1991, Amendment No. 5 dated November 4, 1991, Amendment No. 6 dated January 14, 1992, Amendment No. 7 dated December 28, 1992, Amendment No. 8 dated August 6, 1993, Amendment No. 9 dated September 27, 1993, Amendment No. 10 dated December 28, 1993, Amendment No. 11 dated April 4, 1994, Amendment No. 12 dated September 30, 1994, Amendment No. 13 dated November 11, 1994, Amendment No. 14 dated January 23, 1995, Amendment No. 15 dated February 28, 1995 and Amendment No. 16 dated June 30, 1995 ("Amendment No. 16"). Item 1. Security and Issuer The class of securities to which this Statement on Schedule 13D relates is the common stock, par value $.10 per share (the "Shares"), of Public Storage, Inc., a California corporation formerly known as Storage Equities, Inc. (the "Issuer"). The address of the principal executive office of the Issuer is 600 North Brand Boulevard, Suite 300, Glendale, California 91203-1241. Item 2. Identity and Background This Amendment No. 17 to Statement on Schedule 13D is being filed by PS Insurance Company, Ltd. ("PSIC"), B. Wayne Hughes, B. Wayne Hughes, Jr. and Tamara L. Hughes, as reporting persons (collectively, the "Reporting Persons") and by Public Storage Partners, Ltd. ("PSP1"), Public Storage Partners II, Ltd. ("PSP2"), Public Storage Properties, Ltd. ("PSP3"), Public Storage Properties IV, Ltd. ("PSP4") and Public Storage Properties V, Ltd. ("PSP5") as persons withdrawing as reporting persons (collectively, the "Withdrawing Persons"). The Reporting Persons and the Withdrawing Persons have previously filed an Amended Joint Filing Agreement. Amendment No. 16 was filed by the Reporting Persons, the Withdrawing Persons, Public Storage Management, Inc. ("PSMI") and Public Storage, Inc. ("Old PSI"). Prior to the Restructuring and PSMI Merger described below, (i) the general partner of PSP1 and PSP2 was Old PSI and the general partners of PSP3, PSP4 and PSP5 were Old PSI and B. Wayne Hughes, (ii) PSI Holdings, Inc. ("PSH") was the sole shareholder of Old PSI and Old PSI was the sole shareholder of PSIC and PSMI, (iii) substantially all of the stock of PSH was held by B. Wayne Hughes, as trustee of the B.W. Hughes Living Trust, Tamara L. Hughes, an adult daughter of B. Wayne Hughes and B. Wayne Hughes, Jr., an adult son of B. Wayne Hughes (collectively, the "Hughes Family") and (iv) pursuant to a resolution of the Board of Directors of PSH, B. Wayne Hughes, the President, Chief Executive Officer and a director of PSH, had the sole right to vote and dispose of the shares of the Issuer held by PSH directly or indirectly through its wholly-owned subsidiaries. On November 16, 1995, PSMI was merged with and into the Issuer (the "PSMI Merger") pursuant to an Agreement and Plan of Reorganization dated as of June 30, 1995 and an Amendment to Agreement and Plan of Reorganization dated as of November 13, 1995, each among the Issuer, Old PSI and PSMI (collectively, the "Agreement and Plan of Reorganization"). Prior to the PSMI Merger, (i) PSIC was distributed, in a spin-off intended to qualify as tax-free under Section 355 of the Internal Revenue Code, to the Hughes Family and (ii) Old PSI was merged with and into PSH, which was followed by the merger of PSH with and into PSMI (collectively, the "Restructuring"). At the time of the PSMI Merger, substantially all of the stock of PSMI was held by the Hughes Family as follows: 46.6% by B. Wayne Hughes, as trustee of the B.W. Hughes Living Trust, 46.5% by Tamara L. Hughes and 6.7% by B. Wayne Hughes, Jr. As a result of the Restructuring and the PSMI Merger, Old PSI, PSH and PSMI ceased to exist. In connection with the PSMI Merger, the Issuer changed its name from Storage Equities, Inc. to Public Storage, Inc. As a result of the Restructuring and the PSMI Merger, the Issuer became the corporate general partner of PSP1, PSP2, PSP3, PSP4 and PSP5 in place of Old PSI (B. Wayne Hughes continues as a general partner of PSP3, PSP4 and PSP5). After the PSMI Merger, the voting and disposition of the Shares of the Issuer held by PSP1, PSP2, PSP3, PSP4 and PSP5 will be determined by a majority of the Issuer's independent directors. Accordingly, it has been determined that PSP1, PSP2, PSP3, PSP4 and PSP5 are no longer reporting persons, and the Shares of the Issuer owned by PSP1, PSP2, PSP3, PSP4 and PSP5 are no longer included in this Amended and Restated Statement. PSIC is a corporation organized under the laws of Bermuda. It is owned by the Hughes Family as follows: 45.4% by B. Wayne Hughes, 46.8% by Tamara L. Hughes and 7.8% by B. Wayne Hughes, Jr. Its principal business activity is to reinsure casualty policies sold to tenants of mini-warehouse facilities. The principal office of PSIC is located at 41 Cedar Avenue, Hamilton, Bermuda. Mr. B. Wayne Hughes, a United States citizen, is the Chairman of the Board and Chief Executive Officer of the Issuer. His business address is 600 North Brand Boulevard, Suite 300, Glendale, California 91203-1241. Mr. Hughes is the father of B. Wayne Hughes, Jr., Tamara L. Hughes and Parker Hughes (a minor), the beneficiary of Parker Hughes Trust No. 2. Mr. B. Wayne Hughes, Jr., a United States citizen, is a Vice President-Real Estate Division of the Issuer. His business address is 600 North Brand Boulevard, Suite 300, Glendale, California 91203-1241. Parker Hughes Trust No. 2 is an irrevocable trust formed under a trust agreement dated 12/24/92 and governed by the laws of the State of California. Tamara L. Hughes is the trustee of Parker Hughes Trust No. 2. Parker William Lawrence Hughes, a minor son of B. Wayne Hughes, is the beneficiary of Parker Hughes Trust No. 2. B. Wayne Hughes is the settlor of Parker Hughes Trust No. 2. The address of Parker Hughes Trust No. 2 is 600 North Brand Boulevard, Suite 300, Glendale, California 91203-1241. Ms. Tamara L. Hughes, a United States citizen, is a Vice President-Administration Division of the Issuer. Her business address is 600 North Brand Boulevard, Suite 300, Glendale, California 91203-1241. Because of the relationship among the Reporting Persons, such Reporting Persons may be deemed a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. However, each of the Reporting Persons disclaims that he or it constitutes such a group. In addition, except as otherwise disclosed herein, each Reporting Person claims beneficial ownership only of those Shares set out following his or its name under Item 5 hereof and disclaims beneficial ownership of any Shares covered by this Amended and Restated Statement owned by any other Reporting Person. The filing of this Amended and Restated Statement shall not be deemed an admission that the Reporting Persons constitute such a group or that a Reporting Person is a beneficial owner of Shares owned by any other Reporting Person. During the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any executive officer, director or person controlling any Reporting Person, 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 and as a result of such proceeding 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 Compensation In the PSMI Merger, the Issuer acquired a significant amount of real estate related assets and as a result of the PSMI Merger, the Issuer became self-advised and self-managed. The aggregate consideration payable by the Issuer in the PSMI Merger to the shareholders of PSMI consists of (i) 30,000,000 Shares of the Issuer (subject to post-closing adjustment) having a market value of $16.088 per share based on the average closing price of the Issuer's common stock on the New York Stock Exchange for the 30 consecutive trading days ending on June 29, 1995, the day prior to the date the Agreement and Plan of Reorganization was executed, and $17.75 per share based on the closing price of the Issuer's common stock on the New York Stock Exchange on November 16, 1995, the effective date of the PSMI Merger, (ii) 7,000,000 shares of Class B Common Stock (issuable post-closing) and (iii) assumption of $68 million of PSMI debt and consolidated property debt of $4.7 million. Substantially all of the consideration payable in the PSMI Merger is payable to the Hughes Family. The 6,412,210 Shares of the Issuer that were owned by PSMI at the effective time of the PSMI Merger were cancelled in the PSMI Merger, and an equal number of Shares will be issued to the Hughes Family (in the approximate amounts indicated below) as a post-closing adjustment to replace the Shares that were owned by PSMI and cancelled in the PSMI Merger. For a detailed description of the PSMI Merger, see the Issuer's definitive proxy statement dated October 11, 1995. As of November 16, 1995, PSIC owned a total of 300,000 Shares. These Shares were acquired as follows: (i) for 148,300 of these Shares, PSIC paid an approximate aggregate purchase price (including commissions) of $1,725,883, which funds were obtained from PSIC's working capital, (ii) 71,900 of these Shares were originally acquired by Old PSI for an approximate aggregate purchase price of $689,920 (with funds obtained from Old PSI's working capital) and these Shares were subsequently transferred to PSIC by Old PSI and (iii) the remaining 79,800 of these Shares represent transaction fees earned in connection with the Issuer's acquisition of limited partnership interests in affiliated real estate limited partnerships (these Shares were transferred to PSIC by Old PSI). As of November 16, 1995, Mr. B. Wayne Hughes owned (or was deemed to own) a total of 19,726,033 Shares (exclusive of Shares owned by PSIC). These Shares were acquired (or deemed to be acquired) as follows: (i) 17,595 Shares were acquired as follows: (a) 550,212 Shares were acquired for an approximate aggregate purchase price (including commissions) of $7,651,315, which funds were obtained from Mr. Hughes' personal funds, and (b) on November 14, 1995, B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust sold 532,617 of these Shares to PSMI for an aggregate price of $9,453,952, (ii) pursuant to a merger of Public Storage Properties VIII, Inc. ("PSP8") into the Issuer (the "PSP8 Merger") which was effective September 30, 1994, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 206,892 Shares of the Issuer in exchange for the surrender of 144,781 shares of PSP8 common stock series A (the terms of the PSP8 Merger are set forth in the Agreement and Plan of Reorganization between PSP8 and the Issuer dated as of April 14, 1994 and the related Agreement of Merger, which were filed with the Issuer's Registration Statement on Form S-4 (File No. 33-54557)), (iii) 156,100 Shares were acquired by B. Wayne Hughes, Trustee for B.W. Hughes Living Trust from Harkham Industries, Inc. (DBA Jonathan Martin, Inc.), a corporation wholly owned by Uri P. Harkham, a director of the Issuer, on November 30, 1994 in a privately negotiated transaction for an aggregate price of $2,107,350, with funds obtained from Mr. Hughes' personal funds, and on November 14, 1995, B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust sold these 156,100 Shares to PSMI for an aggregate price of $2,770,775, (iv) 27,400 of these Shares were originally acquired by Mr. Hughes' wife, Kathleen Becker Hughes, as custodian (under the Uniform Transfer to Minors Act) for their son Parker Hughes (the "Custodial Account") for an approximate aggregate purchase price (including commissions) of $248,612 using funds contributed by Mr. Hughes, and these Shares were subsequently transferred from the Custodial Account to Kathleen Becker Hughes, Trustee FBO Parker Hughes Trust dtd 3/7/91 ("Parker Hughes Trust No. 1") (Parker Hughes Trust No. 1 is an irrevocable trust governed by the laws of the State of California, B. Wayne Hughes is the settlor of Parker Hughes Trust No. 1 and Parker Hughes is the beneficiary of Parker Hughes Trust No. 1), (v) 157,328 Shares were acquired as follows: (a) pursuant to a merger of Public Storage Properties VI, Inc. ("PSP6") into the Issuer (the "PSP6 Merger") which was effective February 28, 1995, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired a total of 250,351 Shares of the Issuer in exchange for the surrender of 145,215 shares of PSP6 common stock series A (the terms of the PSP6 Merger are set forth in the Agreement and Plan of Reorganization between PSP6 and the Issuer dated as of September 26, 1994 and the related Agreement of Merger, which were filed with the Issuer's Registration Statement on Form S-4 (File No. 33-56925)), and (b) on May 11, 1995, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred 93,023 of these Shares to a third party as a gift, (vi) pursuant to the PSP6 Merger, Parker Hughes Trust No. 1 acquired 2,069 Shares of the Issuer in exchange for the surrender of 1,200 shares of PSP6 common stock series A, (vii) 142,917 Shares were acquired by B. Wayne Hughes, Trustee for B.W. Hughes Living Trust from B. Wayne Hughes, Jr. on February 28, 1995 in a privately negotiated transaction for an aggregate price of $2,038,000 consisting of the cancellation of $2,038,000 of debt of B. Wayne Hughes, Jr. to B. Wayne Hughes, (viii) 87,135 Shares were acquired as follows: (a) pursuant to a merger of Public Storage Properties VII, Inc. ("PSP7") into the Issuer (the "PSP7 Merger") which was effective June 30, 1995, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 248,889 Shares of the Issuer in exchange for the surrender of 215,488 shares of PSP7 common stock series A (the terms of the PSP7 Merger are set forth in the Agreement and Plan of Reorganization between PSP7 and the Issuer dated as of February 2, 1995 and the related Agreement of Merger, which were filed with the Issuer's Registration Statement on Form S-4 (File No. 33-58893)), (b) on September 6, 1995, B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust transferred 96,000 of these Shares to a third party as a gift and (c) on November 1, 1995, B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust transferred 65,754 of these Shares to a third party as a gift, (ix) pursuant to the PSMI Merger, B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust was issued 16,089,553 Shares on November 16, 1995, which Shares are subject to certain post-closing adjustments and (x) as a post-closing adjustment to the Shares issued pursuant to the PSMI Merger, B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust is expected to be issued, within 60 days of the effective date of the PSMI Merger, approximately 2,995,144 Shares to replace an equal number of Shares that were owned by PSMI at the effective time of the PSMI Merger and cancelled in the PSMI Merger. As of November 16, 1995, Mr. B. Wayne Hughes, Jr. and Tamara L. Hughes owned jointly a total of 950 Shares, for which they paid an approximate aggregate purchase price (including commissions) of $9,921. All funds used to purchase such Shares were obtained from their personal funds. As of November 16, 1995, Mr. B. Wayne Hughes, Jr. owned (or was deemed to own) a total of 907,521 Shares (exclusive of Shares owned jointly by B. Wayne Hughes, Jr. and Tamara L. Hughes). These Shares were acquired (or deemed to be acquired) as follows: (i) 230,244 Shares were acquired for an approximate aggregate purchase price (including commissions) of $2,796,974, which funds were obtained from Mr. Hughes, Jr.'s personal funds, (ii) pursuant to the PSP8 Merger, (a) B. Wayne Hughes, Jr. acquired 179 Shares of the Issuer in exchange for the surrender of 125 shares of PSP8 common stock series A and (b) B. Wayne Hughes, Jr. as custodian for his daughter acquired 286 Shares of the Issuer in exchange for the surrender of 200 shares of PSP8 common stock series A, (iii) 1,472 Shares can be acquired upon conversion of 875 shares of the Issuer's 8.25% Convertible Preferred Stock which are beneficially owned by B. Wayne Hughes, Jr. (the Issuer's 8.25% Convertible Preferred Stock (the "Convertible Preferred Stock") is convertible into common stock, at the option of the holder, based on a conversion rate of 1.6835-for-1; cash would be paid for fractional shares based on the market price of the common stock on the conversion date), and the 875 shares of Convertible Preferred Stock were acquired for an approximate aggregate purchase price (including commissions) of $24,588, which funds were obtained from Mr. Hughes, Jr.'s personal funds, (iv) 103,392 Shares were acquired as follows: (a) in April 1994, B. Wayne Hughes, Jr. acquired a total of 526,300 Shares for an approximate aggregate purchase price (including commissions) of $7,383,989, of which funds $4,750,000 was borrowed under Mr. Hughes, Jr.'s credit agreement with Wells Fargo Bank which is referenced under Item 7, Exhibit 2 (the "Wells Fargo Note") and $2,633,989 was advanced by Old PSI (the "Old PSI Note"), and the Old PSI Note bore interest at Wells Fargo Bank's prime rate plus 0.50%, (b) the Wells Fargo Note was subsequently paid off in full, of which $2,038,000 was paid with funds advanced to B. Wayne Hughes, Jr. by B. Wayne Hughes (the "B. Wayne Hughes Note"), $1,484,000 was paid with funds advanced to B. Wayne Hughes, Jr. by Tamara L. Hughes (the "Tamara Hughes Note") and the balance was paid with Mr. Hughes, Jr.'s funds, (c) on February 1, 1995, Mr. Hughes, Jr. sold 279,991 of these Shares to Tamara L. Hughes in a privately negotiated transaction for an aggregate price of $3,992,671 consisting of the cancellation of the Tamara Hughes Note and the assumption by Tamara L. Hughes of $2,508,671 of the Old PSI Note and (d) on February 28, 1995, Mr. Hughes, Jr. sold 142,917 of these Shares to B. Wayne Hughes in a privately negotiated transaction for an aggregate price of $2,038,000 consisting of the cancellation of the B. Wayne Hughes Note, (v) pursuant to the PSMI Merger, B. Wayne Hughes, Jr. was issued 144,254 Shares on November 16, 1995, which Shares are subject to certain post-closing adjustments and (vi) as a post-closing adjustment to the Shares issued pursuant to the PSMI Merger, B. Wayne Hughes, Jr. is expected to be issued, within 60 days of the effective date of the PSMI Merger, approximately 427,694 Shares to replace an equal number of Shares that were owned by PSMI at the effective time of the PSMI Merger and cancelled in the PSMI Merger. As of November 16, 1995, Parker Hughes Trust No. 2 owned a total of 15,930 Shares. These Shares were acquired as follows: (i) 12,500 Shares were acquired for an approximate aggregate purchase price (including commissions) of $165,392, with funds obtained from the assets of Parker Hughes Trust No. 2, which were contributed by Mr. B. Wayne Hughes, the settlor of Parker Hughes Trust No. 2 and (ii) pursuant to the PSP8 Merger, Parker Hughes Trust No. 2 acquired 3,430 Shares of the Issuer in exchange for the surrender of 2,400 shares of PSP8 common stock series A. As of November 16, 1995, Ms. Tamara L. Hughes owned (or was deemed to own) a total of 16,948,368 Shares (exclusive of Shares owned by PSIC, Shares owned jointly by Tamara L. Hughes and B. Wayne Hughes, Jr. and Shares owned by Parker Hughes Trust No. 2). These Shares were acquired (or deemed to be acquired) as follows: (i) 286,920 Shares were acquired for an approximate aggregate purchase price (including commissions) of $2,588,296, which funds were obtained from Ms. Hughes' personal funds, (ii) 5,050 Shares can be acquired upon conversion of 3,000 shares of Convertible Preferred Stock which are held of record by Tamara L. Hughes, and the 3,000 shares of Convertible Preferred Stock were acquired for an approximate aggregate purchase price (including commissions) of $82,740, which funds were obtained from Ms. Hughes' personal funds, (iii) 279,991 Shares were acquired by Tamara L. Hughes from B. Wayne Hughes, Jr. on February 1, 1995 in a privately negotiated transaction for an aggregate price of $3,992,671 consisting of the cancellation of the Tamara Hughes Note and the assumption by Tamara L. Hughes of $2,508,671 of the Old PSI Note, and on November 14, 1995, Tamara L. Hughes sold these 279,991 Shares to PSMI for an aggregate price of $4,969,840, a portion of which was used to pay off Tamara Hughes' portion of the Old PSI Note, (iv) pursuant to the PSMI Merger, Tamara L. Hughes was issued 13,667,026 Shares on November 16, 1995, which Shares are subject to certain post-closing adjustments and (v) as a post-closing adjustment to the Shares issued pursuant to the PSMI Merger, Tamara L. Hughes is expected to be issued, within 60 days of the effective date of the PSMI Merger, approximately 2,989,372 Shares to replace an equal number of Shares that were owned by PSMI at the effective time of the PSMI Merger and cancelled in the PSMI Merger. Item 4. Purpose of Transaction The purpose of the acquisition of Shares by the Reporting Persons is for investment as part of the general investment portfolio of the Reporting Persons acquiring such Shares. The Reporting Persons believe that Issuer's shares of common stock represent a good investment. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and may, at any time, consistent with the Reporting Persons' obligations under the federal securities laws, determine to increase or decrease their ownership of Shares through purchases or sales of Shares in the open market or in privately negotiated transactions. Such determination will depend on various factors, including the Issuer's business prospects, other developments concerning the Issuer, general economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to the Reporting Persons regarding their investments in the Issuer. At this time, one or more of the Reporting Persons and their affiliates intend to continue to purchase Shares in the open market or in privately negotiated transactions. By virtue of the purchase of the Shares, the Reporting Persons have no plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (ii) a sale or transfer of a material amount of assets of the Issuer; (iii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or fill any position, vacancies on the boards; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer's business or corporate structure; (vi) changes in the Issuer's articles of incorporation or bylaws or other actions which may impede the acquisition or control of the Issuer by any person; (vii) any class of securities of the Issuer to be delisted from the national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(d)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those described above. B. Wayne Hughes is Chairman of the Board and Chief Executive Officer of the Issuer and, in his capacity as such, may, from time to time, propose to Issuer's board of directors a wide variety of types of transactions, including transactions similar to those described above. Item 5. Interest in Securities of the Issuer As of November 16, 1995, each Reporting Person owned (or was deemed to own) the aggregate number of Shares set forth below opposite his, her or its name. Such Shares constitute approximately 52.59%, in the aggregate, of the approximate total number of Shares outstanding (or deemed to be outstanding) on November 16, 1995 of 72,070,805.
Approximate % of Reporting Person No. of Shares Shares Outstanding ---------------- --------------- ------------------ PSIC 300,000 0.42% B. Wayne Hughes 19,726,033 27.37% B. Wayne Hughes, Jr. and Tamara L. Hughes 950 -- B. Wayne Hughes, Jr. 907,521 1.26% Parker Hughes Trust No. 2 15,930 0.02% Tamara L. Hughes 16,948,368 23.52% ---------- ----- Total 37,898,802 52.59% Includes 19,688,968 Shares held (or to be held) of record by the B.W. Hughes Living Trust as to which Mr. Hughes has voting and dispositive power, 1,387 and 1,383 Shares, respectively, held by custodians of individual retirement accounts for Mr. Hughes and Mr. Hughes' wife as to which each has investment and dispositive power, 4,826 Shares held by Mr. Hughes' wife as to which she has investment and dispositive power and 29,469 Shares held of record by Parker Hughes Trust No. 1 as to which Mr. Hughes' wife, Kathleen Becker Hughes, as trustee of Parker Hughes Trust No. 1, has voting and dispositive power. Excludes 300,000 Shares held of record by PSIC as to which Mr. Hughes and Tamara Hughes share voting and dispositive power. Shares held of record jointly by Mr. Hughes, Jr. and Tamara Hughes as to which they have joint voting and dispositive power. Includes 1,231 and 214 Shares, respectively, held by custodians of individual retirement accounts for Mr. Hughes, Jr. and Mrs. Hughes, Jr. as to which each has investment and dispositive power, 3,496 Shares and 2,960 Shares, respectively, held by Mr. Hughes, Jr. as custodian (under the Uniform Transfer to Minors Act) for their daughter and their son, respectively, as to which Mr. Hughes, Jr. has voting and dispositive power, and 2,265 Shares held by Mrs. Hughes, Jr. as custodian (under the Uniform Transfer to Minors Act) for their daughter, as to which Mrs. Hughes, Jr. has voting and dispositive power. Also includes (i) 589 Shares which can be acquired upon conversion of 350 Shares of Convertible Preferred Stock, which Shares of Convertible Preferred Stock are held by Mr. Hughes, Jr. as custodian (under the Uniform Transfer to Minors Act) for their daughter and (ii) 883 Shares which can be acquired upon conversion of 525 Shares of Convertible Preferred Stock, which Shares of Convertible Preferred Stock are held by Mrs. Hughes, Jr. as custodian (under the Uniform Transfer to Minors Act) for their daughter. Excludes 950 Shares held of record jointly by Mr. Hughes, Jr. and Tamara Hughes. Includes 1,385 Shares held by a custodian of an individual retirement account for Tamara Hughes as to which she has investment and dispositive power and 1,300 Shares held by Tamara Hughes' husband as to which he has investment and dispositive power. Also includes 5,050 Shares which can be acquired upon conversion of 3,000 Shares of Convertible Preferred Stock, which Shares of Convertible Preferred Stock are held of record by Tamara Hughes. Excludes 300,000 Shares held of record by PSIC as to which Mr. Hughes and Tamara Hughes share voting and dispositive power, 950 Shares held of record jointly by Tamara Hughes and Mr. Hughes, Jr. and 15,930 Shares held of record by Parker Hughes Trust No. 2 as to which Tamara Hughes, as trustee of Parker Hughes Trust No. 2, has voting and dispositive power.
B. Wayne Hughes and Tamara L. Hughes share the power to vote and dispose of the Shares of the Issuer held by PSIC. B. Wayne Hughes has the sole power to vote and dispose of the Shares of the Issuer held directly by him or by the B.W. Hughes Living Trust. B. Wayne Hughes' wife, Kathleen Becker Hughes, as trustee of Parker Hughes Trust No. 1, has the sole power to vote and dispose of the Shares of the Issuer held by Parker Hughes Trust No. 1. B. Wayne Hughes, Jr. has the sole power to vote and dispose of the Shares of the Issuer held directly by him or by him as custodian for his son and his daughter, and Mrs. Hughes, Jr. has the sole power to vote and dispose of the Shares of the Issuer held by her as custodian for their daughter. Tamara L. Hughes has the sole power to vote and dispose of the Shares of the Issuer held directly by her. Tamara L. Hughes, as trustee of Parker Hughes Trust No. 2, has the sole power to vote and dispose of the Shares of the Issuer held by Parker Hughes Trust No. 2. During the 60-day period ending November 16, 1995, the Reporting Persons purchased or sold the number of Shares in the transactions, on the transaction dates and at the prices per Share (not including commissions) set forth below opposite his, her or its name.
Price Transaction No. of Type of per Reporting Person Date Shares Bought Transaction Share ---------------- ----------- --------------- ----------- ----- B. Wayne Hughes 10/02/95 30 open market $18.50 B. Wayne Hughes 11/16/95 19,084,697 PSMI Merger B. Wayne Hughes, Jr. 11/16/95 571,948 PSMI Merger Tamara L. Hughes 10/02/95 15 open market $18.50 Tamara L. Hughes 11/16/95 16,656,398 PSMI Merger Includes 15 Shares held by a custodian of an individual retirement account for Mr. Hughes and 15 Shares held by a custodian of an individual retirement account for Mr. Hughes' wife. Of these Shares, 16,089,553 Shares were issued to B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust on November 16, 1995, which Shares are subject to certain post-closing adjustments, and approximately 2,995,144 Shares are expected to be issued to B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust within 60 days of the effective date of the PSMI Merger, as a post- closing adjustment to the Shares issued in the PSMI Merger, to replace an equal number of Shares that were owned by PSMI at the effective time of the PSMI Merger and cancelled in the PSMI Merger. See the first paragraph under Item 3 above. Of these Shares, 144,254 Shares were issued to B. Wayne Hughes, Jr. on November 16, 1995, which Shares are subject to certain post-closing adjustments, and approximately 427,694 Shares are expected to be issued to B. Wayne Hughes, Jr. within 60 days of the effective date of the PSMI Merger, as a post-closing adjustment to the Shares issued in the PSMI Merger, to replace an equal number of Shares that were owned by PSMI at the effective time of the PSMI Merger and cancelled in the PSMI Merger. Shares held of record by a custodian of an individual retirement account for Tamara L. Hughes. Of these Shares, 13,667,026 were issued to Tamara L. Hughes on November 16, 1995, which Shares are subject to certain post- closing adjustments, and approximately 2,989,372 Shares are expected to be issued to Tamara L. Hughes within 60 days of the effective date of the PSMI Merger, as a post-closing adjustment to the Shares issued in the PSMI Merger, to replace an equal number of Shares that were owned by PSMI at the effective time of the PSMI Merger and cancelled in the PSMI Merger.
On November 1, 1995, B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust transferred 65,754 Shares to a third party as a gift. On November 14, 1995, B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust sold 688,717 Shares to PSMI for a price of $17.75 per share. On November 14, 1995, Tamara L. Hughes sold 279,991 Shares to PSMI for a price of $17.75 per share. At the effective time of the PSMI Merger (November 16, 1995), the 6,412,210 Shares owned by PSMI (which included the 688,717 and 279,991 Shares sold by B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust and Tamara L. Hughes, respectively, to PSMI as described above, and 5,443,502 Shares previously reported as owned by PSMI and Old PSI) were cancelled in the PSMI Merger, and as described above, an equal number of Shares will be issued to the Hughes Family (in the approximate amounts indicated above) as a post-closing adjustment to replace the cancelled Shares. To the best of the Reporting Persons' knowledge, except as disclosed herein, none of the Reporting Persons named in Item 2 has any beneficial ownership of any Shares as of November 16, 1995, or has engaged in any transaction in any Shares during the 60-day period ending November 16, 1995. Except as disclosed herein, no other person is known to the Reporting Persons to have the right to receive or the power to direct receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Except as disclosed herein, to the best knowledge of the Reporting Persons, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over securities of the Issuer. Item 7. Material to be Filed as Exhibits Exhibit 1 - Amended Joint Filing Agreement was previously filed. Exhibit 2 - Credit Agreement between B. Wayne Hughes, Jr. and Wells Fargo Bank dated as of April 11, 1994 was previously filed. Exhibit 3 - Agreement and Plan of Reorganization dated as of June 30, 1995 by and among the Issuer, Old PSI and PSMI. Filed as Appendix A to the Issuer's definitive Proxy Statement dated October 11, 1995 (filed October 13, 1995) and incorporated herein by reference. Exhibit 4 - Amendment to Agreement and Plan of Reorganization dated as of November 13, 1995 by and among the Issuer, Old PSI and PSMI. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment No. 17 to Statement on Schedule 13D is true, complete and correct. Dated: November 22, 1995 REPORTING PERSONS: PS INSURANCE COMPANY, LTD. By: /s/OBREN B. GERICH ------------------- Obren B. Gerich, Vice President /s/B. WAYNE HUGHES ---------------------- B. Wayne Hughes /s/B. WAYNE HUGHES, JR. ---------------------- B. Wayne Hughes, Jr. /s/TAMARA LYNN HUGHES, TRUSTEE ---------------------- Tamara Lynn Hughes, Trustee FBO Parker Hughes Trust No. 2 DTD 12/24/92 /s/TAMARA L. HUGHES ---------------------- Tamara L. Hughes WITHDRAWING PERSONS: PUBLIC STORAGE PARTNERS, LTD. a California limited partnership By: PUBLIC STORAGE, INC. General Partner By: /s/OBREN B. GERICH ------------------- Obren B. Gerich Vice President PUBLIC STORAGE PARTNERS II, LTD. a California limited partnership By: PUBLIC STORAGE, INC. General Partner By: /s/OBREN B. GERICH ------------------- Obren B. Gerich Vice President PUBLIC STORAGE PROPERTIES, LTD. a California limited partnership By: PUBLIC STORAGE, INC. General Partner By: /s/OBREN B. GERICH ------------------- Obren B. Gerich Vice President PUBLIC STORAGE PROPERTIES IV, LTD. a California limited partnership By: PUBLIC STORAGE, INC. General Partner By: /s/OBREN B. GERICH ------------------- Obren B. Gerich Vice President PUBLIC STORAGE PROPERTIES V, LTD. a California limited partnership By: PUBLIC STORAGE, INC. General Partner By: /s/OBREN B. GERICH ------------------- Obren B. Gerich Vice President EX-99.4 2 EXHIBIT 4 TO SCHEDULE 13D SUBMISSION AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the "Amendment"), dated as of November 13, 1995, by and among Storage Equities, Inc. ("SEI"), a California corporation, Public Storage, Inc. ("PSI"), a California corporation, and Public Storage Management, Inc. ("PSMI"), a California corporation. RECITALS A. The parties have entered into an Agreement and Plan of Reorganization as of June 30, 1995 (the "Agreement"). B. Section 8.3(q) of the Agreement provides, as a condition to closing, that SEI and the Special Committee receive an analysis demonstrating compliance immediately following the Merger with the "5/50 Rule" (as defined in the Agreement). C. In order to give greater assurance of such compliance, the parties believe that it is in their best interests and the best interests of their respective shareholders that the Agreement be modified as provided in this Amendment. D. In connection with the Merger (as defined in the Agreement), SEI, PSMI, PSI and the holders (the "Purchasers") of $68,000,000 aggregate outstanding principal amount of notes of PSMI expect to enter into Note Assumption and Exchange Agreements, dated as of November 13, 1995, pursuant to which the Purchasers and SEI will agree to modify and restate the terms of such notes in connection with the assumption of the obligations represented thereby by SEI, with such assumption and modification to be facilitated by means of the exchange of such notes for new notes to be issued by SEI. NOW, THEREFORE, the parties hereby agree as follows: 1. Section 4.1(a) of the Agreement is hereby amended to read in its entirety as follows: (a) At the Effective Time, by virtue of the Merger and without any action by holders thereof, the PSMI Shares shall be converted into the right to receive 30,000,000 SEI Common Shares (subject to adjustment pursuant to Section 4.2) and 7,000,000 SEI Class B Shares (subject to the condition to issuance provided below). The SEI Common Shares shall be issued as of the Effective Time and the SEI Class B Shares shall be issued upon the later to occur of (i) January 2, 1996 or (ii) the date on which SEI shall have sold and issued securities providing a cumulative total of $50 million or more in additional shareholders' equity (exclusive of increases in shareholders' equity resulting from the Merger) from and after November 13, 1995. The SEI Shares shall be allocated among the PSMI Shareholders in such proportions as they shall agree. 2. The first paragraph of Section 4.8(a) of the Agreement is hereby amended to read in its entirety as follows: (a) Upon issuance, the SEI Class B Shares (the "Indemnification Shares") shall be deposited in escrow with Wells Fargo Bank, N.A., as escrow agent, or such other party may be agreed upon by the parties prior to Closing (the "Indemnification Escrow Agent"), to be held and administered in accordance with the terms and conditions of an Indemnification and an Escrow Agreement (collectively, the "Indemnification Escrow Agreement"). The Indemnification Shares shall be registered in the name of the PSMI Shareholders owning such shares and shall be accompanied by stock powers endorsed in blank. 3. Section 8.3(r) of the Agreement is hereby amended to read in its entirety as follows: (r) The terms and covenants of any indebtedness for which SEI shall become obligated by virtue of the Merger shall be satisfactory to SEI (in this regard, SEI, PSMI, PSI and the Purchasers shall have entered into one or more agreements in form and substance reasonably satisfactory to SEI providing for the assumption of the indebtedness represented by $68,000,000 aggregate outstanding principal amount of notes of PSMI and the exchange of such notes for new notes to be issued by SEI, or they shall have made other satisfactory arrangements regarding the assumption of such obligations by SEI). 4. Other than as set forth in this Amendment, the Agreement shall remain in full force and effect, notwithstanding Section 10.7 of the Agreement. IN WITNESS WHEREOF, this Amendment has been executed and delivered by the parties set forth below. STORAGE EQUITIES, INC., a California corporation By: /s/OBREN B. GERICH -------------------- Obren B. Gerich Vice President PUBLIC STORAGE, INC., a California corporation By: /s/B. WAYNE HUGHES -------------------- B. Wayne Hughes President PUBLIC STORAGE MANAGEMENT, INC., a California corporation By: /s/B. WAYNE HUGHES -------------------- B. Wayne Hughes Director -----END PRIVACY-ENHANCED MESSAGE-----