-----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, IcLTeyLLC4WNVjFf5WxhBRxuYqFHmTPyeWrW6rdnoaTQ423nfKKdAQoYEacGWE64 b9ArY1H/sy+dglFwYnPryw== 0000318380-98-000031.txt : 19980907 0000318380-98-000031.hdr.sgml : 19980907 ACCESSION NUMBER: 0000318380-98-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980904 SROS: NYSE SROS: PCX 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: SEC FILE NUMBER: 005-41373 FILM NUMBER: 98704081 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: PUBLIC STORAGE PROPERTIES XI INC DATE OF NAME CHANGE: 19930328 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: STE 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. 6 )* PS Business Parks, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69360J 10 7 (CUSIP Number) David Goldberg, 701 Western Avenue, Glendale, California 91201-2397, 818/244-8080, ext. 529 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 1998 (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. 69360J 10 7 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PS Texas Holdings, Ltd. 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds* 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 Texas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 266,706 8 Shared Voting Power N/A 9 Sole Dispositive Power 266,706 10 Shared Dispositive Power N/A 11 Aggregate Amount Beneficially Owned by Each Reporting Person 266,706 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 1.1% 14 Type of Reporting Person* PN CUSIP No. 69360J 10 7 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PS GPT Properties, Inc. 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds* 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 N/A 8 Shared Voting Power 266,706 (see footnote 1 below) 9 Sole Dispositive Power N/A 10 Shared Dispositive Power 266,706 (see footnote 1 below) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 266,706 (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) 1.1% 14 Type of Reporting Person* CO (1) Includes 266,706 shares held of record by PS Texas Holdings, Ltd. CUSIP No. 69360J 10 7 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 4,947,622 8 Shared Voting Power 266,706 (see footnote 1 below) 9 Sole Dispositive Power 4,833,267 10 Shared Dispositive Power 266,706 (see footnote 1 below) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,214,328 (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) 22.1% 14 Type of Reporting Person* CO (1) Includes 266,706 shares held of record by PS Texas Holdings, Ltd. The Statement on Schedule 13D dated November 16, 1995, as amended and restated by Amendment No. 1 dated January 12, 1996 and Amendment No. 2 dated April 16, 1996, amended by Amendment No. 3 dated June 17, 1996 and Amendment No. 4 dated August 18, 1997 and amended and restated by Amendment No. 5 dated March 17, 1998 (the "Schedule 13D") filed by PS Texas Holdings, Ltd. ("PS Texas"), PS GPT Properties, Inc. ("PS GPT") and Public Storage, Inc. ("PSI") (collectively, the "Reporting Persons"), relating to the Common Stock, par value $.01 per share (the "Shares") of PS Business Parks, Inc., a California corporation (the "Issuer"), is amended by this Amendment No. 6 as set forth below. Defined terms that are not defined herein have the meanings assigned to those terms in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is supplemented as follows: During the period commencing March 18, 1998 (i.e., after the transactions reported in Amendment No. 5 to the Schedule 13D) and ending September 3, 1998, PSI purchased an additional 299,900 Shares for an aggregate cost (including commissions) of approximately $5,992,259, with funds obtained from PSI's working capital. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is supplemented as follows: As of September 3, 1998, each Reporting Person owned (or was deemed to own) the aggregate number of Shares set forth below opposite its name, which Shares constituted approximately 22.1%, in the aggregate, of the total number of Shares outstanding on September 3, 1998 of 23,635,650. Approximate % of Reporting Person No. of Shares Shares Outstanding - ---------------- ------------- ------------------ PS Texas 266,706 1.1% PS GPT -- -- PSI 4,947,622 20.9% --------- ---- Total 5,214,328 22.1% Excludes 266,706 Shares held of record by PS Texas as to which PS GPT shares voting and dispositive power. Includes (i) 4,833,267 Shares as to which PSI has sole voting and dispositive power and (ii) 114,355 Shares which PSI has an option to acquire (together with other securities) from B. Wayne Hughes as trustee of the B.W. Hughes Living Trust and as to which PSI has sole voting power (pursuant to an irrevocable proxy) and no dispositive power. Excludes 266,706 Shares held of record by PS Texas as to which PSI shares voting and dispositive power. During the 60-day period ended September 3, 1998, PSI engaged in the following acquisitions of Shares at the following prices (not including commissions): Transaction No. of Shares Price Per Type of Date Acquired Share Transaction ----------- ------------- --------- ----------- 8/05/98 10,200 $21.00 open market 8/05/98 2,200 $20.875 open market 8/05/98 5,000 $20.75 open market 8/12/98 5,000 $21.00 open market 8/13/98 1,800 $20.75 open market 8/13/98 1,400 $20.8125 open market 8/13/98 1,800 $20.875 open market 8/24/98 9,800 $20.875 open market 8/28/98 4,000 $20.6875 open market 8/28/98 7,000 $20.625 open market 8/31/98 1,000 $20.375 open market 8/31/98 1,800 $20.3125 open market 8/31/98 2,200 $20.25 open market 9/01/98 9,000 $20.0625 open market 9/01/98 6,200 $20.125 open market 9/01/98 15,900 $20.25 open market 9/02/98 50,000 $20.125 open market 9/03/98 50,000 $19.75 open market 9/03/98 3,000 $19.125 open market 9/03/98 112,600 $19.50 open market SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 3, 1998 PS TEXAS HOLDINGS, LTD. By: PS GPT Properties, Inc., general partner By: /s/ SARAH HASS ------------------------- Sarah Hass Vice President PS GPT PROPERTIES, INC. By: /s/ SARAH HASS ------------------------- Sarah Hass Vice President PUBLIC STORAGE, INC. By: /s/ SARAH HASS ------------------------- Sarah Hass Vice President -----END PRIVACY-ENHANCED MESSAGE-----