-----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, HcDDqLE8lttvZlxsZHHkSRipDUq8bOX2g+bzPnmyPGRyZJgcPw9wqSD6y5AFaVtj matC9Ljs4lcGe6ri9HFTCw== 0000318380-96-000084.txt : 19961231 0000318380-96-000084.hdr.sgml : 19961231 ACCESSION NUMBER: 0000318380-96-000084 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961230 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARTNERS PREFERRED YIELD III INC CENTRAL INDEX KEY: 0000870871 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954325983 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42226 FILM NUMBER: 96687901 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FILED BY: 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 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 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. 3 )* Partners Preferred Yield III, Inc. (Name of Issuer) Common Stock Series A (Title of Class of Securities) 702128 10 9 (CUSIP Number) David Goldberg, 701 Western Avenue, Suite 200, Glendale, California 91201-2397, 818/244-8080, ext. 529 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 1996 (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. 702128 10 9 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, OO 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 -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) -0- 14 Type of Reporting Person* CO The Statement on Schedule 13D dated March 13, 1996, as amended by Amendment No. 1 dated June 26, 1996 and Amendment No. 2 dated August 15, 1996 (the "Schedule 13D") filed by Public Storage, Inc. (the "Reporting Person"), relating to the Common Stock Series A, par value $.01 per share (the "Common Stock Series A" or the "Series A Shares"), of Partners Preferred Yield III, Inc., a California corporation (the "Issuer"), is amended by this Amendment No. 3 as set forth below. Defined terms that are not defined herein have the meanings assigned to those terms in the Schedule 13D. Item 1. Security and Issuer The Issuer ceased to exist on December 23, 1996, upon consummation of the Issuer's merger (the "Merger") with and into the Reporting Person. Item 3. Source and Amount of Funds or Other Consideration The consideration issued by the Reporting Person in the Merger to the holders of the Series A Shares (the "Series A Shareholders") consisted of approximately $5,974,258 in cash and approximately 716,000 shares of Common Stock of the Reporting Person ("PSI Common Stock"). The cash consideration was paid by the Reporting Person from its working capital. Item 4. Purpose of Transaction Pursuant to the Merger, each outstanding Series A Share (other than shares held by the Reporting Person) was converted into the right to receive cash or PSI Common Stock. Based upon the elections made by the Series A Shareholders, the Reporting Person paid to the Series A Shareholders an aggregate of approximately $5,974,258 in cash and issued to the Series A Shareholders an aggregate of approximately 716,000 shares of PSI Common Stock. Upon consummation of the Merger, all of the outstanding Series A Shares, including the 82,547 Series A Shares owned by the Reporting Person, were cancelled. Pursuant to the Merger, the outstanding shares of the Issuer's Common Stock Series B ("Series B Shares"), Common Stock Series C (Series C Shares") and Common Stock Series D ("Series D Shares"), other than shares held by the Reporting Person, were converted into an aggregate of 32,463 shares of PSI Common Stock. Upon consummation of the Merger, all of the outstanding Series B Shares, Series C Shares and Series D Shares, including the shares owned by the Reporting Person, were cancelled. The Merger, which was described in Amendment No. 2 dated August 15, 1996 to the Schedule 13D, was approved by the Issuer's shareholders on December 17, 1996. Item 5. Interest in Securities of the Issuer On December 23, 1996, the effective date of the Merger, all of the Series A Shares were cancelled, and the Issuer ceased to exist. As a result, all of the 82,547 Series A Shares owned by the Reporting Person on the effective date of the Merger were cancelled. In addition, the Reporting Person's option to acquire 3,037 Series A Shares beneficially owned by B. Wayne Hughes, Chairman of the Board and Chief Executive Officer of the Reporting Person, was cancelled upon consummation of the Merger. As a result of the Merger, the Reporting Person no longer owns more than 5% of the Series A Shares. To the best of the Reporting Person's knowledge, no executive officer or director of the Reporting Person engaged in any transactions in Series A Shares during the 60-day period ended December 23, 1996, other than the disposition of Series A Shares pursuant to the Merger. Information relating to those dispositions is set forth on Appendix A attached to this Amendment No. 3 to Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The Reporting Person's option to acquire 3,037 Series A Shares, 33,742 Series B Shares, 19,848 Series C Shares and 13,070.8 Series D Shares beneficially owned by B. Wayne Hughes, Chairman of the Board and Chief Executive Officer of the Reporting Person, was cancelled upon consummation of the Merger. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 30, 1996 PUBLIC STORAGE, INC. By: /s/ SARAH HASS ------------------------- Sarah Hass Vice President Appendix A Consideration No. of Received Series A ------------- Shares Shares of PSI Name Title Disposed of Common Stock ---- ----- ----------- ------------- B. Wayne Hughes Chairman of the Board and 3,037* 2,342 Chief Executive Officer Marvin M. Lotz Senior Vice President 2,200 1,696 Dann V. Angeloff Director 300 231 Uri P. Harkham Director 4,000 3,085 --------------- * As noted above, as a result of the Merger, the Reporting Person's option to acquire these shares was cancelled. -----END PRIVACY-ENHANCED MESSAGE-----