-----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, FjziyDhMopfq3SAniVA9NrhAFnvPjX3ZTS3cqoFSsRqDK4goUIg7CCBRIqs6M8QL qwGez/Z7/6riboX1eq1vFg== 0000318380-99-000001.txt : 19990126 0000318380-99-000001.hdr.sgml : 19990126 ACCESSION NUMBER: 0000318380-99-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PS PARTNERS II LTD CENTRAL INDEX KEY: 0000727069 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 953878680 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41295 FILM NUMBER: 99511667 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: 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 II, 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) January 19, 1999 (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 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 94,947 8 Shared Voting Power N/A 9 Sole Dispositive Power 94,947 10 Shared Dispositive Power N/A 11 Aggregate Amount Beneficially Owned by Each Reporting Person 94,947 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 74.2% 14 Type of Reporting Person* CO The Statement on Schedule 13D dated October 25, 1994, as previously amended and restated by Amendment No. 1 dated December 9, 1994 and amended by Amendment No. 2 (which was a Schedule 14D-1 filed by Public Storage, Inc. on August 21, 1996) and Amendment No. 3 (which was Amendment No. 2 to the Schedule 14D-1 filed by Public Storage, Inc. on October 16, 1996) (as amended, the "Schedule 13D") filed by Public Storage, Inc., relating to the units of limited partnership interest (the "Units") of PS Partners II, 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 1. Security and Issuer ------------------- Item 1 of the Schedule 13D is supplemented as follows: The address of the principal executive office of the Issuer is 701 Western Avenue, Glendale, California 91201-2397. Item 2. Identity and Background ----------------------- Item 2 of the Schedule 13D is supplemented as follows: This Amendment No. 4 to Statement on Schedule 13D is filed by Public Storage, Inc. ("PSI"). PSI is a real estate investment trust, organized as a corporation under the laws of California, that has invested primarily in existing mini-warehouse facilities (through direct ownership, as well as general and limited partnership interests). PSI is a co-general partner of the Issuer. The principal executive offices of PSI are located at 701 Western Avenue, Glendale, California 91201-2397. The directors and executive officers of PSI, their employers, addresses and current positions are listed below. Unless otherwise indicated, each person's address is the same as the address of PSI listed above. B. Wayne Hughes, Chairman of the Board and Chief Executive Officer of PSI, is a co-general partner of the Issuer.
Name of Director or Employer/Address/Nature Executive Officer of PSI of Business Current Position - ------------------------ ----------------------------------- ---------------- B. Wayne Hughes PSI Chairman of the Board and Chief (Executive Officer and Director) Executive Officer Harvey Lenkin PSI President (Executive Officer and Director) B. Wayne Hughes, Jr. PSI Vice President (Officer and Director) Carl B. Phelps PSI Senior Vice President (Executive Officer) John Reyes PSI Senior Vice President and Chief (Executive Officer) Financial Officer Marvin M. Lotz PSI Senior Vice President (Executive Officer) David Goldberg PSI Senior Vice President and General (Executive Officer) Counsel A. Timothy Scott PSI Senior Vice President and Tax (Executive Officer) Counsel Obren B. Gerich PSI Senior Vice President (Executive Officer) David P. Singelyn PSI Vice President and Treasurer (Executive Officer) Sarah Hass PSI Vice President and Secretary (Executive Officer) Robert J. Abernethy American Standard President (Director) Development Company; Self Storage Management Company 5221 West 102nd Street Los Angeles, CA 90045 Developer and operator of mini-warehouses Dann V. Angeloff The Angeloff Company President (Director) 727 West Seventh Street Suite 331 Los Angeles, CA 90017 Corporate financial advisory firm William C. Baker The Santa Anita Companies, Inc. Chairman of the Board and Chief (Director) 285 West Huntington Drive Executive Officer Arcadia, CA 91007 Operator of the Santa Anita Racetrack Thomas J. Barrack, Jr. Colony Capital, Inc. Chairman and Chief Executive Officer (Director) 1999 Avenue of the Stars Los Angeles, CA 90067 Real estate investment Uri P. Harkham The Jonathan Martin President (Director) Fashion Group 1157 South Crocker Street Los Angeles, CA 90021 Designer, manufacturer and marketer of women's clothing Harkham Properties Chairman of the Board 1157 South Crocker Street Los Angeles, CA 90021 Real estate
To the knowledge of PSI, all of the foregoing persons are citizens of the United States except Uri P. Harkham, who is a citizen of Australia. During the last five years, neither PSI nor, to the best knowledge of PSI, any executive officer, director or person controlling PSI, 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 ------------------------------------------------ Item 3 of the Schedule 13D is supplemented as follows: During the period commencing October 9, 1996 (i.e., after the transaction reported in Amendment No. 3 to the Schedule 13D) and ending January 19, 1999, PSI acquired an additional 916 Units for an aggregate purchase price of $473,802 in cash, with funds obtained from PSI's working capital. Item 4. Purpose of Transaction ---------------------- Item 4 of the Schedule 13D is supplemented as follows: PSI and the Issuer have entered into an Agreement and Plan of Reorganization by and among PSI, PS Partners II Merger Co., Inc. and the Issuer, dated as of January 19, 1999 (the "Agreement and Plan of Reorganization"). Under the Agreement and Plan of Reorganization, each of the Units held by the public limited partners will be converted into the right to receive a value of $697 in PSI common stock or, at the limited partner's election, in cash. The Agreement and Plan of Reorganization is referenced under Item 7, Exhibit 1 and is incorporated herein by this reference. Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 of the Schedule 13D is supplemented as follows: As of January 19, 1999, PSI owned 94,947 Units, which constituted approximately 74.2% of the total number of Units outstanding of 128,000. PSI has the sole power to vote and the sole power to dispose of the 94,947 Units owned by it. These 94,947 Units are held of record by SEI Arlington Acquisition Corporation, a wholly-owned subsidiary of PSI. Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 1 - Agreement and Plan of Reorganization by and among PSI, PS Partners II Merger Co., Inc. and the Issuer dated as of January 19, 1999 (incorporated by reference from Exhibit 2 to the Issuer's Current Report on Form 8-K dated January 19, 1999). 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: January 22, 1999 PUBLIC STORAGE, INC. By: /S/ SARAH HASS ------------------------- Sarah Hass Vice President -----END PRIVACY-ENHANCED MESSAGE-----