SC TO-T/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- AMENDMENT NO. 2 TO SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PUBLIC STORAGE PROPERTIES, LTD., a California Limited Partnership, PUBLIC STORAGE PROPERTIES IV, LTD., a California Limited Partnership, PUBLIC STORAGE PROPERTIES V, LTD., a California Limited Partnership (Names of Subject Companies) CMG PARTNERS, LLC, a Washington limited liability company, CMG VENTURES, LLC, a Washington limited liability company, CMG ACQUISITION FUND I, LLC, a Washington limited liability company, CMG ACQUISITION FUND II, LLC, a Washington limited liability company, CMG ACQUISITION FUND III, LLC, a Washington limited liability company, and CMG SPECIAL FUND, LLC, a Washington limited liability company, CMG Advisors, LLC, a Washington limited liability company, Mark J. Swenson and Steven C. Gregory. (Bidders) Units of Limited Partnership Interests (Title of Class of Securities) Subject Company CUSIP Number PUBLIC STORAGE PROPERTIES, LTD., a California Limited Partnership PUBLIC STORAGE PROPERTIES IV, LTD., a California Limited Partnership PUBLIC STORAGE PROPERTIES V, LTD., a California Limited Partnership (CUSIP Numbers of Classes of Securities) ----------------------- Copy to: Mark Swenson Craig B. Smith, Esquire CMG Partners, LLC Smith, Katzenstein & Furlow LLP 999 3rd Avenue, Suite 3800 800 Delaware Avenue Seattle, Washington 98104 P.O. Box 410 (206) 694-4530 Wilmington, Delaware 19899 (302) 652-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) CALCULATION OF FILING FEE Subject Transaction Amount of Company Valuation* Filing Fee ------- ---------- ---------- PUBLIC STORAGE PROPERTIES, LTD., a California Limited Partnership $1,086,000 $ 99.91 PUBLIC STORAGE PROPERTIES IV, LTD., a California Limited Partnership $1,105,000 $101.66 PUBLIC STORAGE PROPERTIES V, LTD., a California Limited Partnership $1,086,000 $ 99.91 ---------- ------- Total $3,277,000 $301.48 * For purposes of calculating the filing fee only. Assumes the purchase of the numbers of Units at the cash purchase prices set forth below for each of the subject companies. Subject Offer Price Maximum Number Company Per Unit of Units Sought ------- -------- --------------- PUBLIC STORAGE PROPERTIES, LTD., a California Limited Partnership $ 905 1,200 PUBLIC STORAGE PROPERTIES IV, LTD., a California Limited Partnership $ 1,105 1,000 PUBLIC STORAGE PROPERTIES V, LTD., a California Limited Partnership $ 905 1,200 [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $301.48 Form or Registration Number: Schedule TO Filing Party: Above Bidders Date Filed: October 8, 2002 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] TENDER OFFER The Tender Offer Statement on Schedule TO filed on October 8, 2002, by CMG PARTNERS, LLC, a Washington limited liability company, CMG VENTURES, LLC, a Washington limited liability company, CMG ACQUISITION FUND I, LLC, a Washington limited liability company, CMG ACQUISITION FUND II, LLC, a Washington limited liability company, CMG ACQUISITION FUND III, LLC, a Washington limited liability company, and CMG SPECIAL FUND, LLC, a Washington limited liability company (collectively the "Purchasers") relating to the purchase of Units of Limited Partnership Interest ("Units") for each of the subject limited partnerships (collectively the "Partnerships" and each a "Partnership"), as amended by Amendment No. 1 dated December 3, 2002, is hereby amended pursuant to Securities and Exchange Commission Regulation 14d-3(b)(2) to report the results of the tender offers. ITEM 11. OTHER INFORMATION. Pursuant to the Offers, the Purchasers acquired on February 4, 2003, a total of 13 Units of Public Storage Properties, Ltd., a total of 41 Units of Public Storage Properties IV, Ltd. and a total of 88 Units of Public Storage Properties V Ltd. The number of Units acquired by the Purchasers in each of the Partnerships pursuant to the Offers represents less than one percent (1%) of the total number of outstanding Units of each Partnership. SIGNATURES After due 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: March 20, 2003 CMG PARTNERS, LLC By: CMG Advisors, LLC, as Manager By: /s/ Mark J. Swenson --------------------------------- Mark J. Swenson, Managing Member CMG VENTURES, LLC By: CMG Advisors, LLC, as Manager By: /s/ Mark J. Swenson --------------------------------- Mark J. Swenson, Managing Member CMG ACQUISTION FUND I, LLC By: CMG Advisors, LLC, as Manager By: /s/ Mark J. Swenson --------------------------------- Mark J. Swenson, Managing Member CMG ACQUISTION FUND II, LLC By: CMG Advisors, LLC, as Manager By: /s/ Mark J. Swenson --------------------------------- Mark J. Swenson, Managing Member CMG ACQUISTION FUND III, LLC By: CMG Advisors, LLC, as Manager By: /s/ Mark J. Swenson --------------------------------- Mark J. Swenson, Managing Member CMG SPECIAL FUND, LLC By: CMG Advisors, LLC, as Manager By: /s/ Mark J. Swenson --------------------------------- Mark J. Swenson, Managing Member CMG ADVISORS, LLC By: /s/ Mark J. Swenson --------------------------------- Mark J. Swenson, Managing Member MARK J. SWENSON By: /s/ Mark J. Swenson --------------------------------- Mark J. Swenson STEVEN C. GREGORY By: /s/ Steven C. Gregory --------------------------------- Steven C. Gregory END OF FILING