-----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, CHy/GKT6njBVGXS5MPxZ6dwue6EdL1ml85rCYeL5BisCpW5JrMLkrg6SSNlxVovT ThQqyaVijxNnuMXnAkBSJA== 0000935808-95-000017.txt : 19951024 0000935808-95-000017.hdr.sgml : 19951024 ACCESSION NUMBER: 0000935808-95-000017 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951023 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE PARTNERS II LTD CENTRAL INDEX KEY: 0000275915 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 953146963 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44385 FILM NUMBER: 95583161 BUSINESS ADDRESS: STREET 1: 600 N BRAND BLVD CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 600 NORTH BRAND BLVD STREET 2: SUITE 300 CITY: GLENDALE STATE: CA ZIP: 91203 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 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 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PUBLIC STORAGE PARTNERS II, LTD. (Name of Issuer) Units of Limited Partnership Interest (Title of Class of Securities) NONE (CUSIP Number) David Goldberg, 600 No. Brand Blvd., Ste. 300, Glendale, California 91203-1241, 818/244-8080, ext. 529 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 18, 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. N/A 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Public Storage, Inc. 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds* WC, 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 California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 3,174 8 Shared Voting Power N/A 9 Sole Dispositive Power 3,174 10 Shared Dispositive Power N/A 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,174 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 32.1% 14 Type of Reporting Person* CO SCHEDULE 13D CUSIP No. N/A 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. [ ] 3 SEC Use Only 4 Source of Funds* AF, 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 864 8 Shared Voting Power 3,174 (see footnote 1 below) 9 Sole Dispositive Power 864 10 Shared Dispositive Power 3,174 (see footnote 1 below) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,038 (see footnote 1 below) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 40.8% 14 Type of Reporting Person* IN _______________ (1) Includes 3,174 units of limited partnership interest held of record by Public Storage, Inc. Item 1. Security and Issuer The class of securities to which this Statement on Schedule 13D relates is the units of limited partnership interest (the "Units"), of Public Storage Partners II, Ltd., a California limited partnership (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 Statement on Schedule 13D is filed by Public Storage, Inc. ("PSI") and B. Wayne Hughes (collectively, the "Reporting Persons") pursuant to a Joint Filing Agreement attached hereto as Exhibit 1. PSI Holdings, Inc. ("PSH"), a California corporation, is the sole shareholder of PSI. Substantially all of the stock of PSH is owned 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). Pursuant to a resolution of the Board of Directors of PSH, B. Wayne Hughes, the President, Chief Executive Officer and a director of PSH (and PSI), has the sole right to vote and dispose of the Units of the Issuer held by PSH directly or indirectly through its wholly-owned subsidiaries. PSI is a corporation organized under the laws of the State of California. It is a wholly-owned subsidiary of PSH and its principal business activity (directly and through subsidiaries) is the development, construction, acquisition, syndication and investment management of real estate. PSI is the sole general partner of the Issuer. The principal executive offices of PSI are located at 600 North Brand Boulevard, Suite 300, Glendale, California 91203-1241. The directors and executive officers of PSI and PSH and their positions with PSI and PSH and present principal occupation are listed below. Each person's business address is the same as the address for PSI and each person is a citizen of the United States. Positions with PSI and PSH and Name Present Principal Occupation ---- ------------------------------ B. Wayne Hughes President, Chief Executive Officer and a Director of PSI and PSH; Chairman of the Board and Chief Executive Officer of Storage Equities, Inc. ("SEI") and of other real estate investment trusts ("REITs") organized by PSI. Harvey Lenkin Vice President and a Director of PSI and PSH; President and a director of SEI; President, or President and Director, of other REITs organized by PSI. Ronald L. Havner, Jr. Vice President and Chief Financial Officer of PSI and PSH; Vice President and Chief Financial Officer of SEI; Vice President and Controller, or Vice President and Chief Financial Officer, of other REITs organized by PSI. Obren B. Gerich Vice President and a Director of PSI and PSH; Vice President of SEI; Vice President, Chief Financial Officer and Secretary, or Vice President, of other REITs organized by PSI. Hugh W. Horne Vice President, Secretary and a Director of PSI and PSH; Vice President of SEI and of other REITs organized by PSI. Mr. B. Wayne Hughes, a United States citizen, is the President and Chief Executive Officer of PSI and PSH. His business address is 600 North Brand Boulevard, Suite 300, Glendale, California 91203-1241. The ownership of the capital stock of PSH is set forth above. Because of the stock ownership of Mr. Hughes in PSH and his positions with PSH and PSI, he may be deemed to control PSI for purposes of the Securities Exchange Act of 1934. 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 As of October 18, 1995, PSI owned a total of 3,174 Units. These Units were acquired as follows: (i) 174 Units were acquired for an aggregate purchase price of $43,000 in cash (with funds obtained from PSI's working capital) and (ii) 3,000 Units were acquired in a cash tender offer which commenced on August 30, 1995 and expired on October 18, 1995 (the "Tender Offer") for an aggregate purchase price (including soliciting agent fees) of approximately $817,020 in cash, with funds obtained from PSI's working capital or borrowed under PSI's Credit Agreement with Wells Fargo Bank, which is referenced under Item 7. As of October 18, 1995, B. Wayne Hughes owned a total of 864 Units (exclusive of Units owned by PSI). These Units were acquired by B. Wayne Hughes in the Tender Offer for an aggregate purchase price (including soliciting agent fees) of approximately $235,302 in cash, with funds advanced to B. Wayne Hughes by PSI at PSI's cost of funds, and such advances will be repaid by B. Wayne Hughes from his cash flow. Item 4. Purpose of Transaction PSI has been the sole general partner of the Issuer since its organization in 1977. Accordingly, PSI is familiar with the operations and prospects of the Issuer. PSI and B. Wayne Hughes ("Hughes") decided to increase their ownership of the Issuer and chose to accomplish this through the Tender Offer on terms that PSI and Hughes believe are attractive to them. PSI and Hughes believe that they will benefit from ownership of Units acquired in the Tender Offer and that ownership of the Units will improve their tax position in the Issuer because it would facilitate a future transfer of their interest in the Issuer without taxable gain. PSI and Hughes believe that the acquisition of Units through the Tender Offer represents a good investment to them. Although in the future PSI and Hughes or their affiliates may acquire additional Units thereby increasing the Reporting Persons' ownership position in the Issuer, PSI and Hughes have no present plans or intentions with respect to the Issuer for a liquidation, a merger, a sale or purchase of material assets or borrowings (other than a possible restructure of the existing property debt). No assets of the Issuer have been identified for sale. PSI has entered into a merger agreement with SEI, an affiliate. Upon completion of the merger, which is scheduled to occur on or prior to November 30, 1995, SEI would replace PSI as the sole general partner of the Issuer and would acquire the Units purchased by PSI in the Tender Offer. SEI would also have an option to acquire the Units purchased by Hughes in the Tender Offer. In the merger, the Units could be valued at an amount higher than the price in the Tender Offer. The merger is subject to significant contingencies and there is no assurance that it will be completed. Item 5. Interest in Securities of the Issuer As of October 18, 1995, each Reporting Person owned the aggregate number of Units set forth below opposite his or its name. Such Units constitute approximately 40.8%, in the aggregate, of the total number of Units outstanding on October 18, 1995 of 9,890. Approximate % No. of of Units Reporting Person Units Outstanding ---------------- ------- ------------- PSI 3,174 32.1% B. Wayne Hughes 864 (a) 8.7% ----- ---- Total 4,038 40.8% _______________ (a) Excludes 3,174 Units held of record by PSI. See the next paragraph regarding Mr. Hughes' right to direct the voting and disposition of these Units. B. Wayne Hughes, because of the resolution of the Board of Directors of PSH referred to under Item 2 above (and Mr. Hughes' positions with PSH and PSI and his indirect ownership interest of PSI through his interest as a shareholder of PSH), has the sole power to direct the vote and disposition of the Units of the Issuer held by PSI. During the 60-day period ending October 18, 1995, the Reporting Persons purchased the number of Units in the transactions, on the transaction dates and at the prices per Unit (not including commissions) set forth below opposite his or its name. No. of Type Price Transaction Units of per Reporting Person Date Bought Transaction Unit ---------------- ----------- ------ ----------- ----- PSI 10/18/95 3,000 cash tender $267 offer B. Wayne Hughes 10/18/95 864 cash tender $267 offer 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 Units as of October 18, 1995 or has engaged in any transaction in any Units during the 60-day period ending October 18, 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 distributions from, or the proceeds from the sale of, the Units 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. PSI and Hughes retained The Weil Company, a registered broker dealer, to answer questions and solicit responses in the Tender Offer and paid The Weil Company 2% of the purchase price for each Unit tendered and accepted by PSI and Hughes in the Tender Offer. In addition, The Weil Company is being reimbursed for certain out of pocket expenses up to a maximum of $25,000 and will be indemnified against certain liabilities, including liabilities under the federal securities laws. Item 7. Material to be Filed as Exhibits Exhibit 1 - Joint Filing Agreement. Filed herewith. Exhibit 2 - Credit Agreement by and between PSI and Wells Fargo Bank, National Association dated as of March 1, 1994 (the "Credit Agreement"). Filed with PSI's Tender Offer Statement on Schedule 14D-1 relating to Public Storage Properties IV, Ltd. filed on March 3, 1995 and incorporated herein by reference. Exhibit 3 - First Amendment to Credit Agreement dated as of July 1, 1994. Filed with PSI's Tender Offer Statement on Schedule 14D-1 relating to Public Storage Properties IV, Ltd. filed on March 3, 1995 and incorporated herein by reference. SIGNATURES Each person whose signature appears below hereby authorizes B. Wayne Hughes and Harvey Lenkin, and each of them, as attorney-in- fact, to sign on its or his behalf any amendment to this Statement on Schedule 13D, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement on Schedule 13D is true, complete and correct. Dated: October 23, 1995 PUBLIC STORAGE, INC. By: /S/ B. WAYNE HUGHES -------------------------- B. Wayne Hughes, President /S/ B. WAYNE HUGHES ------------------------------- B. Wayne Hughes EX-1 2 EXHIBIT FOR SCHEDULE 13D SUBMISSION EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the units of limited partnership interest of Public Storage Partners II, Ltd. and further agree that this agreement be included as an exhibit to such filing. Each party to this agreement expressly authorizes each other party to file on its behalf any and all amendments to such Statement. In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 23rd day of October, 1995. PUBLIC STORAGE, INC. By: /S/ B. WAYNE HUGHES -------------------------- B. Wayne Hughes, President /S/ B. WAYNE HUGHES ------------------------------- B. Wayne Hughes -----END PRIVACY-ENHANCED MESSAGE-----