-----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, R9LsXJgDhRCxl0CZSAr1IHiX5KDyjpViL/ZhUsOTq7nDCR4yrEapnTeo2SOs24GC IvP0ETxfNNkS9+ZO6nyy/w== 0000318380-98-000033.txt : 19980922 0000318380-98-000033.hdr.sgml : 19980922 ACCESSION NUMBER: 0000318380-98-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980921 SROS: NYSE SROS: PCX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PS PARTNERS LTD CENTRAL INDEX KEY: 0000702276 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 953729108 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41294 FILM NUMBER: 98712042 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: PS PARTNERS I LTD DATE OF NAME CHANGE: 19890731 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. 4 )* PS PARTNERS, LTD. (Name of Issuer) Units of Limited Partnership Interest (Title of Class of Securities) NONE (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 14, 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. N/A 1 Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) 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 66,000 8 Shared Voting Power N/A 9 Sole Dispositive Power 66,000 10 Shared Dispositive Power N/A 11 Aggregate Amount Beneficially Owned by Each Reporting Person 66,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 100% 14 Type of Reporting Person* CO The Statement on Schedule 13D dated February 28, 1995, as previously amended by Amendment No. 1 (which was a Schedule 14D-1 filed by Public Storage, Inc. on July 26, 1996), Amendment No. 2 (which was Amendment No. 2 to the Schedule 14D-1 filed by Public Storage, Inc. on September 10, 1996) and Amendment No. 3 dated June 2, 1998 (as amended, the "Schedule 13D") filed by Public Storage, Inc., formerly known as Storage Equities, Inc., relating to the units of limited partnership interest (the "Units") of PS Partners, Ltd., a California limited partnership (the "Issuer"), is amended by this Amendment No. 4 as set forth below. Capitalized 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 Compensation ------------------------------------------------ Item 3 of the Schedule 13D is supplemented as follows: On September 14, 1998, PSI, through a wholly-owned subsidiary, acquired all of the 20,018 Units that were not previously owned by PSI. PSI's acquisition of the 20,018 Units was accomplished through the merger (the "Merger") of PS Partners Merger Co., Inc., a wholly-owned, second-tier subsidiary of PSI, into the Issuer. The consideration issued by PSI in the Merger to the holders of the 20,018 Units (the "Public Limited Partners") consisted of approximately $6,276,539 in cash and approximately 316,595 shares of Common Stock of PSI ("PSI Common Stock"). The cash consideration was paid by PSI from its working capital. Item 4. Purpose of Transaction ---------------------- Item 4 of the Schedule 13D is supplemented as follows: Pursuant to the Merger, each of the 20,018 Units held by the Public Limited Partners was converted into the right to receive cash or PSI Common Stock. Based upon the elections made by the Public Limited Partners, PSI paid to the Public Limited Partners an aggregate of approximately $6,276,539 in cash and approximately 316,595 shares of PSI Common Stock. As a result of the Merger, (i) PSI, through a wholly-owned subsidiary, owns all of the 66,000 Units in the Partnership and (ii) PSI and B. Wayne Hughes retain their general partner interests in the Partnership, and the Partnership remains in existence. Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 of the Schedule 13D is supplemented as follows: As of September 14, 1998, the effective date of the Merger, PSI owned 66,000 Units, which constitute 100% of the total number of Units outstanding. PSI has the sole power to vote and the sole power to dispose of the 66,000 Units owned by it. These 66,000 Units are held of record by SEI Arlington Acquisition Corporation, a wholly-owned subsidiary of PSI. During the period commencing July 21, 1998 (i.e., after the filing of Amendment No. 3 to the Schedule 13D) and ending September 14, 1998, PSI acquired 20,018 Units on September 14, 1998 pursuant to the Merger for an aggregate consideration paid by PSI to the Public Limited Partners of approximately $6,276,539 in cash and approximately 316,595 shares of PSI Common Stock. 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: September 18, 1998 PUBLIC STORAGE, INC. By: /S/ SARAH HASS ------------------------- Sarah Hass Vice President -----END PRIVACY-ENHANCED MESSAGE-----