psb13da_11713.htm

0001393311-13-000041.txt : 20131108 0001393311-13-000041.hdr.sgml : 20131108 20131108145905 ACCESSION NUMBER: 0001393311-13-000041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131108 DATE AS OF CHANGE: 20131108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PS BUSINESS PARKS INC/CA CENTRAL INDEX KEY: 0000866368 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954300881 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41373 FILM NUMBER: 131204261 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: (818) 244-8080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: PUBLIC STORAGE PROPERTIES XI INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PS BUSINESS PARKS INC/CA CENTRAL INDEX KEY: 0000866368 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954300881 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: (818) 244-8080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: PUBLIC STORAGE PROPERTIES XI INC DATE OF NAME CHANGE: 19930328 SC 13D/A 1 psb13da_11713.htm PS BUSINESS PARK SCHEDULE 13D/A psb13da_11713.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 9)

Under the Securities Exchange Act of 1934

PS Business Parks, Inc.

(Name of Issuer)

COMMON STOCK $0.01 PAR VALUE

(Title of Class of Securities)

69360J 10 7 (CUSIP Number)

Steven M. Glick

701 Western Avenue

Glendale, California 91201-2397

(818) 244-8080

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

November 7, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 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).

1.	NAME OF REPORTING PERSON: Public Storage
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X]
3	SEC USE ONLY
4.	SOURCE OF FUNDS: WC/OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		7.	SOLE VOTING POWER: 7,158,354
		8.	SHARED VOTING POWER: 0 Shares
		9.	SOLE DISPOSITIVE POWER: 7,158,354
		10.	SHARED DISPOSITIVE POWER: 0 Shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,158,354
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.67% (1)
14.	TYPE OF REPORTING PERSON: CO

(1) Percentage of class based on number of shares outstanding at November 7, 2013 of 26,844,822.

This Amendment No. 9 (“Amendment No. 9”) amends the Statement on Schedule 13D, dated November 16, 1995, as previously amended (the “Schedule 13D”), previously filed by Public Storage, Inc. (which is now named Public Storage). Capitalized terms not defined herein have the meanings set forth in the Schedule 13D.

ITEM 3. Source and Amount of Funds or Other Consideration.

Item 3 of this Schedule 13D is hereby amended by adding the following:

Pursuant to a Stock Purchase Agreement dated November 4, 2013 between PS and PSB (the “Stock Purchase Agreement”), PS agreed, subject to certain conditions, including the completion of a contemplated underwritten public offering by PSB, to purchase 950,000 Shares at a price of $79.25. On November 7, 2013, PSB completed an underwritten public offering of 1,495,000 of its Shares for $79.25 per share (none of which were acquired by PS) and, concurrently, on November 7, 2013, PS purchased 950,000 Shares pursuant to the Stock Purchase Agreement for aggregate consideration of $75,287,500.

The foregoing description of the Stock Purchase Agreement is qualified in its entirely by reference to the full text of the Stock Purchase Agreement, which is filed as Exhibit 7 to this Schedule 13D and incorporated by reference herein.

All of the funds for the acquisition of the additional Shares purchased under the Stock Purchase Agreement and in the open market transactions described in Item 5 of this Amendment No. 9 came from PS’s available cash-on-hand or from borrowings under PS’s Amended and Restated Credit Agreement, dated as of March 21, 2012, as amended, with each of the lenders party thereto and Wells Fargo Bank, National Association, as agent.

ITEM 4. Purpose of the Transaction.

Item 4 of this Schedule 13D is hereby amended by deleting the first paragraph thereof and replacing it with the following:

The information set forth in Item 3 of this Amendment No. 9 is incorporated into this Item 4 by reference.

PS has owned a substantial equity interest in PSB since its formation in 1990. The current Chief Executive Officer and Chairman of the Board of PS, Ronald L. Havner, Jr., has served as Chairman of the Board of PSB since 1998, and Gary E. Pruitt is a member of the Board of both PS and PSB. PS owns 26.7% of the outstanding Shares. PS also owns 7,305,355 of the outstanding common units of PS Business Parks, L.P. PS has the option to redeem the common units it owns, and PSB, in turn, has the option of satisfying such redemption by issuing Shares. If PS were to redeem the common units, and PSB elected to satisfy such redemption by issuing Shares, upon such redemption, PS would own 42.4% of the Shares. PS has no current plans to redeem the common units.

PS purchased the Shares pursuant to the Stock Purchase Agreement in order to largely offset the effect of PSB’s concurrent underwritten public offering on PS’s percentage ownership interest of PSB.

ITEM 5. Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended by deleting the first two paragraphs thereof and replacing them with the following:

As of November 7, 2013, PS owned a total of 7,158,354 Shares. Such Shares constitute approximately 26.7%, in the aggregate, of the total number of Shares outstanding on November 7, 2013 of PSB. PS has sole voting power and sole dispositive power with respect to all of the Shares it owns.

PS purchased the following Shares of PSB in transactions during the past 60 days:

Purchase Date	No. of Shares	Price Per Share	Transaction Type
9/10/2013	28,389	$72.5203	Open Market Purchase
11/7/2013	950,000	$79.2500	Private Placement pursuant to the Stock Purchase Agreement

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is hereby amended by adding the following:

The information set forth in Item 3 of this Amendment No. 9 is incorporated into this Item 6 by reference.

ITEM 7. Material to be Filed as Exhibits.

Item 7 of Schedule 13D is hereby amended by adding the following:

Exhibit		Document
Exhibit 7		Stock Purchase Agreement by and between PS and PSB, dated November 4, 2013 (incorporated by reference to Exhibit 1.2 of the Current Report on Form 8-K filed by PSB on November 6, 2013)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 8, 2013

Public Storage

By: /s/ Steven M. Glick

Name: Steven M. Glick

Title: Senior Vice President

EX-7 2 psb_ex7.htm STOCK PURCHASE AGREEMENT psb_ex7.htm
Exhibit 7

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of November 4, 2013, by and among PS Business Parks, Inc., a California corporation (the “Issuer”), and Public Storage, a Maryland real estate investment trust (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, the Issuer has informed the Purchaser that it intends, subject to favorable market conditions and the satisfaction of the terms and conditions which shall be set forth in an underwriting agreement (the “Underwriting Agreement”) substantially in the form attached hereto as Annex I, with the underwriter to be named therein (the “Underwriter”), to make an offering to the public (the “Offering”) of up to 1,495,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Issuer (the “Common Stock”), consisting of an offering of 1,300,000 Shares together with an overallotment option of 195,000 Shares (the “Overallotment Option”), at a price to be mutually agreed between the Issuer and the Underwriter (the “Offering Price”); and

WHEREAS, subject to the consummation of the Issuer’s agreement to issue and sell the Shares to the Underwriter upon the satisfaction of the terms and conditions set forth in the Underwriting Agreement, the Purchaser desires to purchase up to 950,000 shares of Common Stock (the “Subject Shares”), at the Offering Price and the Issuer desires to issue and sell such shares to the Purchaser;

WHEREAS, if the size of the Offering is increased or decreased, the number of Shares to be acquired by the Purchaser will be increased or decreased proportionately so that Public Storage acquires 38.85% of the aggregate total shares sold in the Offering and to Public Storage;

NOW THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 Purchase and Sale of Subject Shares. Subject to (a) the terms and conditions set forth in this Agreement and (b) the consummation of the Issuer’s agreement to issue and sell the Shares to the Underwriter upon the satisfaction of the terms and conditions set forth in the Underwriting Agreement (the “Offering Closing”), the Issuer agrees to issue the Subject Shares, and the Purchaser agrees to purchase the Subject Shares for $79.25 per share (the “Subject Shares Purchase Price”); provided that if the size of the Offering is increased or decreased, the number of Shares to be acquired by the Purchaser will be increased or decreased proportionately so that Public Storage acquires 38.85% of the aggregate total shares of Common Stock sold in the Offering and to Public Storage.

1.2 Closing. Subject to the terms and conditions of this Agreement and the occurrence of the Closing, the closing of the purchase and sale of the Subject Shares (the “Closing”) shall take place on the date of the Offering Closing at the offices of the Issuer or at such other place as the applicable parties to such closing shall agree in writing.

1.3 Delivery at Closing. At the Closing, (a) the Purchaser shall deliver to the Issuer the Subject Shares Purchase Price by wire transfer of immediately available funds to an account designated by the Issuer in writing by 10:00 a.m., and (b) the Issuer shall deliver certificates representing the Subject Shares to the Purchaser.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer represents and warrants to the Purchaser as follows:

2.1 Formation and Good Standing. The Issuer is a corporation duly incorporated, validly existing and in good standing under the jurisdiction and laws of the State of California.

2.2 Authorization and Validity of Agreements. The Issuer has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Issuer of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Issuer. This Agreement constitutes a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its respective terms.

2.3 No Conflicts; Consents. The execution, delivery and performance of this Agreement by the Issuer and the consummation by the Issuer of the transactions contemplated hereby do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time, or both), permit any party to terminate, amend or accelerate the provisions of, or result in the imposition of any claim, lien, pledge, deed of trust, option, charge, security interest, hypothecation, encumbrance, right of first offer, voting trust, proxy, right of third parties or other restriction or limitation of any nature whatsoever (each, a “Lien”), or any obligation to create any Lien, upon any of the property or assets of the Issuer under (a) any contract, agreement, indenture, letter of credit, mortgage, security agreement, pledge agreement, deed of trust, bond, note, guarantee, surety obligation, warranty, license, franchise, permit, power of attorney, lease, instrument or other agreement (each, a “Contract”) to which the Issuer is a party or by which any of its property or assets may be bound or (b) any provision of the organizational document of the Issuer.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Issuer as follows:

3.1 Formation and Good Standing. The Purchaser is a real estate investment trust duly organized, validly existing and in good standing under the jurisdiction and laws of the State of Maryland.

3.2 Authorization and Validity of Agreements. The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms.

3.3 No Conflicts; Consents. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time, or both), permit any party to terminate, amend or accelerate the provisions of, or result in the imposition of any Lien (or any obligation to create any Lien) upon any of the property or assets of the Purchaser under (a) any Contract to which the Purchaser is a party or by which any of its property or assets may be bound or (b) any provision of the organizational document of the Purchaser.

3.4 Investment Purpose; Accredited Purchaser; Access to Information.

(a) The Purchaser hereby acknowledges that the Subject Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold except pursuant to registration or to an exemption from the registration requirements of the Securities Act and that the certificates evidencing the Subject Shares will bear a legend to that effect. The Subject Shares to be acquired by the Purchaser pursuant to this Agreement are being acquired for its own account and with no intention of distributing or reselling the Subject Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States, any state of the United States or any foreign jurisdiction. The Purchaser further agrees that it has not entered and prior to the Closing will not enter into any Contract with respect to the distribution, sale, transfer or delivery of the Subject Shares.

(b) The Purchaser is an “accredited investor” as such term is defined in Section 2(15) of the Securities Act and within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect.

(c) The Purchaser is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks involved in purchasing the Subject Shares and to make an informed decision relating thereto. The Purchaser has been furnished with the materials relating to the business, operations, financial condition, assets, liabilities of the Issuer and other matters relevant to the Purchaser’s investment in the Subject Shares, which have been requested by the Purchaser. The Purchaser has had adequate opportunity to ask questions of, and receive answers from, the officers, employees, agents, accountants, and representatives of the Issuer concerning the business, operations, financial condition, assets, liabilities of the Issuer and all other matters relevant to its investment in the Subject Shares.

ARTICLE IV

COVENANTS

4.1 No Purchases in Offering. The Purchaser agrees that purchases hereunder are in lieu of participating in the Offering. The Purchaser further agrees not to purchase Shares directly or indirectly in the Offering.

4.2 Further Assurances. Each party hereto shall execute and deliver such instruments and take such other actions prior to or after the Closing as any other party may reasonably request in order to carry out the intent of this Agreement, including without limitation obtaining any required consents or approvals from third parties.

ARTICLE V

CONDITIONS PRECEDENT TO THE OBLIGATIONS

5.1 Mutual Conditions. The obligations of the Issuer and the Purchaser to consummate the purchase and sale of the Subject Shares contemplated hereby are subject to the following conditions: (a) the occurrence of the Offering Closing, (b) the absence of any order, decree, judgment or injunction of a court of competent jurisdiction or other governmental or regulatory authority precluding the consummation of the purchase and sale of the Subject Shares contemplated hereby, and (c) there shall not have been any action taken or any statute, rule or regulation enacted, promulgated or deemed applicable to, the purchase and sale of the Subject Shares contemplated hereby by any court, governmental agency or regulatory or administrative authority that makes consummation of such transactions illegal.

5.2 Conditions to the Obligations of the Issuer. The obligations of the Issuer under this Agreement to consummate the issuance and sale of the Subject Shares contemplated hereby are subject to the fulfillment (or waiver by the Issuer) of the conditions that (a) the representations and warranties of the Purchaser contained in or made pursuant to this Agreement shall be deemed to have been made again at and as of the Closing and shall then be true and accurate, and (b) the Purchaser shall have performed and complied in all material respects with all agreements required by this Agreement to be performed or complied with by it prior to or at the Closing.

5.3 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser under this Agreement to consummate the purchase and sale of the Subject Shares contemplated hereby are subject to the fulfillment (or waiver in writing by the Purchaser) of the condition that (a) all representations and warranties of the Issuer shall be deemed to have been made again at and as of the Closing and shall then be true and accurate, and (b) the Issuer shall have performed and complied in all material respects with all agreements required by this Agreement to be performed or complied with by it prior to or at the Closing.

ARTICLE VI

MISCELLANEOUS

6.1 Termination. This Agreement shall be terminated prior to the consummation of the transactions contemplated hereby if, prior to the consummation of the Offering Closing, the Underwriting Agreement is terminated pursuant to its terms. In the event of any termination of this Agreement, this Agreement shall become void and have no effect, without any liability to any person in respect hereof on the part of any party hereto, except for any liability resulting from such party’s breach of this Agreement prior to such termination.

6.2 Survival. Each of the representations and warranties contained in this Agreement shall survive indefinitely. Each of the covenants contained in this Agreement shall survive the Closing until performed in accordance with their terms.

6.3 Amendments; Waivers. The provisions of this Agreement may not be amended or modified except by a writing signed by each of the parties. No waiver of any term or condition hereof or obligation hereunder shall be valid unless made in writing and signed by the party to which performance is due.

6.4 Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

6.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws principles thereof that would cause the application of the laws of another jurisdiction.

6.6 Waiver of Trial By Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

6.7 Remedies and Waivers. No delay or omission on the part of any Party to this Agreement in exercising any right, power or remedy provided by law or under this agreement shall (i) impair such right, power or remedy; or (ii) operate as a waiver thereof. The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of any other right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

6.8 Notices. All notices, requests, demands, waivers and other communications to be given by either party hereunder shall be in writing and shall be (i) mailed by first-class, registered or certified mail, postage prepaid, (ii) sent by hand delivery or reputable overnight delivery service or (iii) transmitted by fax (provided that a copy is also sent by reputable overnight delivery service) addressed to the Secretary of the Issuer or the Secretary of the Purchaser, as applicable, in each case at 701 Western Avenue, Glendale, California 91201, or such other address as may be specified in writing to the other party hereto. All such notices, requests, demands, waivers and other communications shall be deemed to have been given and received (i) if by personal delivery or fax, on the day of such delivery, (ii) if by first-class, registered or certified mail, on the fifth business day after the mailing thereof, or (iii) if by reputable overnight delivery service, on the day delivered.

6.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument.

6.10 Headings. The Article and Section headings contained herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

6.11 Entire Agreement. This Agreement, including the Exhibits hereto, contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


ISSUER:

PS BUSINESS PARKS, INC.

By:		/s/ Joseph D. Russell
Name:		Joseph D. Russell, Jr.
Title:		President and Chief Executive Officer

PURCHASER:

PUBLIC STORAGE

By:		/s/ Ronald L. Havner
Name:		Ronald L. Havner, Jr.
Title:		President and Chief Executive Officer

Annex I