-----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, TwzBw4iNtofVmjuZLM66nCc0qMOLanqqEs3bQtFi8ywoNFvR0CC5SjhIg7AgZJ2L 1n0WMINGmygVXQxgkXkGJQ== 0000928385-96-000356.txt : 19960426 0000928385-96-000356.hdr.sgml : 19960426 ACCESSION NUMBER: 0000928385-96-000356 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960425 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUTTON GSH AMERICAN STORAGE PROPERTIES LP CENTRAL INDEX KEY: 0000769330 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 112741889 STATE OF INCORPORATION: VA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45597 FILM NUMBER: 96550855 BUSINESS ADDRESS: STREET 1: 3 WORLD FINANCIAL CNTR 29TH FLR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2125263237 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 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 BUSINESS ADDRESS: STREET 1: 600 N BRAND BLVD STREET 2: SUITE 300 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8182448080 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 SC 13D 1 SCHEDULE 13D ------------------------- OMB APPROVAL ------------------------- OMB NUMBER: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form .... 14.90 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _________)* American Storage Properties, L.P. - -------------------------------------------------------------------------------- (Name of Issuer) Interests in Limited Partnership - -------------------------------------------------------------------------------- (Title of Class of Securities) NONE -------------------------------- (CUSIP Number) David B.H. Martin, Jr., Hogan & Hartson L.L.P., 555 Thirteenth Street, NW, Washington, DC 20004, 202/637-5600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 19, 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 [X]. (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. NONE Page 2 of 6 Pages - ---------------------- ------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,464 NUMBER OF -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY - 0 - OWNED BY -------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,464 PERSON -------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,464 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 - ---------------------- ------------------------- CUSIP No. NONE Page 3 of 6 Pages - ---------------------- ------------------------- ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D relates to limited partnership interests (the "Interests") in American Storage Properties, L.P., a Virginia Limited Partnership (the "Partnership"). The address of the principal executive office of the Partnership is 3 World Financial Center, 29th Floor, New York, New York. ITEM 2. IDENTITY AND BACKGROUND This Statement is filed by Public Storage, Inc. (the "Company"), a California corporation with its principal office located at 701 Western Avenue, Second Floor, Glendale, California 91210-2397. The Company is a REIT, organized in 1980, that has invested primarily in existing mini-warehouses. The Company has also invested to a much smaller extent in existing business parks containing commercial and industrial rental space. (d)-(e) During the last 5 years, the Company has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding the Company was not and is not 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 CONSIDERATION The Company paid $5,639,740 to purchase 13,460 Interests on April 19, 1996. Expenses (exclusive of the purchase price of the Interests) are estimated at $190,000. The source of these funds was the Company's general corporate funds. ITEM 4. PURPOSE OF TRANSACTION The Company believes that the acquisition of the Interests represents a good investment for the Company and its shareholders. The Company has acquired the Interests for investment purposes. (a) The Company may acquire additional Interests. Any such acquisitions may be made through private purchases, through one or more future tender offers or by any other means deemed advisable by the Company. See, however, the disclosure regarding the Letter Agreement set forth in Item 6 herein. (b)-(j) Not applicable. 3 - ---------------------- ------------------------- CUSIP No. NONE Page 4 of 6 Pages - ---------------------- ------------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Company beneficially owns 13,464 Interests in the Partnership which represents 26.9% of the outstanding Interests. (b) The Company has the sole power to vote 13,464 Interests, subject to the disclosure regarding the Letter Agreement set forth in Item 6 herein. The Company has the sole power to dispose of 13,464 Interests. (c) On April 19, 1996, the Company purchased from interest holders 13,460 Interests for $419 per Interest. These Interests were tendered in response to an offer to purchase dated March 1, 1996, with an expiration date of April 2, 1996 which was disseminated to interest holders by the Company. (d)-(e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Company and the Partnership entered into a letter agreement dated February 9, 1996 (the "Letter Agreement"). In the Letter Agreement, the Company agreed, among other things, that prior to August 9, 1997, neither the Company nor any Affiliate of the Company (as Affiliate is defined in Rule 405 under the Securities Act of 1933, as amended) would, without prior written consent of the Partnership, (i) in any manner, acquire, attempt to acquire or make a proposal to acquire, directly or indirectly, any Interests, provided that the Company could commence a tender offer for a maximum of 25% of the outstanding Interests, (ii) in any manner, other than pursuant to clause (i) above, acquire, attempt to acquire or make a proposal to acquire, directly or indirectly, more than 5% of the outstanding Interests of the Partnership, from interest holders or otherwise, whether before or after the tender offer expired or was terminated, (iii) propose, or propose to enter into, directly or indirectly, any merger, consolidation, business combination, sale or acquisition of assets, liquidation or other similar transaction involving the Partnership, (iv) form, join or otherwise participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Partnership, (v) disclose any intention, plan or arrangement inconsistent with the terms of the Letter Agreement, or (vi) loan money to, advise, assist or encourage any person in connection with any of the actions described in the Letter Agreement. In addition, in the Letter Agreement, the Company agreed that prior to August 9, 1997, it would vote any Interests obtained as a result of the tender offer or in the secondary market as stated in (ii) above on all issues in the same manner as by the majority of all other holders of Interests who vote on any such proposal. The Company further agreed that, without the prior written consent of the Partnership, the Company would not make, or in any way participate, directly or indirectly, in any "solicitation" or "proxies" or "consents" (as such terms 4 - ---------------------- ------------------------- CUSIP No. NONE Page 5 of 6 Pages - ---------------------- ------------------------- are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Partnership or demand a copy of the Partnership's ledgers, list of limited partner security holders or any other books and records of the Partnership. The Letter Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Letter Agreement dated February 9, 1996 between the Partnership and the Company 5 - ---------------------- ------------------------- CUSIP No. NONE Page 6 of 6 Pages - ---------------------- ------------------------- Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct. Dated: April 25, 1996 PUBLIC STORAGE, INC. By: /s/ David Goldberg ------------------- David Goldberg Senior Vice President and General Counsel 6 EX-1 2 EXHIBIT 1--LETTER AGREEMENT DATED FEBRUARY 9, 1996 EXHIBIT 1 AMERICAN STORAGE PROPERTIES ASSOCIATES, L.P. 3 World Financial Center New York, NY 10285 February 9, 1996 PERSONAL AND CONFIDENTIAL - ------------------------- Public Storage, Inc. 600 N. Brand Blvd., Ste. 300 P.O. Box 25050 Glendale, CA 91221-5050 Ladies and Gentlemen: The purpose of this letter is to set forth our understanding with regard to the proposed acquisition by Public Storage, Inc. ("you" or "Public Storage") of outstanding limited partnership securities ("Units", a holder of which is a "Unitholder") of American Storage Properties Associates, L.P., a Virginia limited partnership (the "Partnership"). In response to your request dated November 28, 1995 and in consideration of your agreements set forth in this letter agreement, the Partnership agrees to provide you a current list of names and addresses of the Unitholders along with the number of Units owned by each of them. You may only use the list for a proper purpose that is related to Partnership business, including for the purpose of disseminating the Tender Offer (defined below). You agree that if you determine to commence a tender offer for Units, you will do so no later than March 31, 1996 at a price per Unit not less than $419 per Unit and for a maximum of 25% of the outstanding Units (the "Tender Offer"). You represent and warrant that on the date hereof you beneficially own not more than 4 Units. You also agree that prior to the eighteen-month anniversary of the date of this letter agreement, neither you nor any person who is an Affiliate of you (as Affiliate is defined under rule 405 under the Securities Act of 1933, as amended) will, without the prior written consent of the Partnership which may be withheld for any reason, (i) in any manner, acquire, attempt to acquire or make a proposal to acquire, directly or indirectly, any Units of the Partnership provided, however, that you may commence the Tender Offer for a maximum of 25% of the outstanding Units no later than March 31, 1996 and the Tender Offer may not be open beyond May 31, 1996, (ii) in any manner, other than pursuant to clause (i) above, acquire, attempt to acquire or make a proposal to acquire, directly or indirectly, more than 5% of the outstanding Units of the Partnership, from Unitholders or otherwise, whether before or after the Tender Offer has expired or been terminated, (iii) propose, or propose to enter into, directly or indirectly, any merger, consolidation, business combination, sale or acquisition of assets, liquidation or other similar transaction involving the Partnership, (iv) form, join or otherwise participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Partnership, (v) disclose any intention, plan or arrangement inconsistent with the terms of this agreement, or (vi) loan money to, advise, assist or encourage any person in connection with any of the actions described in this agreement. Public Storage understands that the general partners of the Partnership are considering selling all or substantially all of the assets of the Partnership. The result of this transaction, if approved by a majority vote of the Unitholders, might be the dissolution and liquidation of the Partnership in accordance with the partnership agreement. Accordingly, and in order to avoid disrupting the possible sale of all or substantially all of the Partnership's assets and the required vote of Unitholders, Public Storage agrees that prior to the eighteen-month anniversary of the date of this letter agreement any Units obtained as a result of the Tender Offer as stated in (i) above or in the secondary market as stated in (ii) above will be voted on all issues in the same manner as by the majority of all other Unitholders who vote on any such proposal. Prior to the eighteen-month anniversary of the date of this letter agreement, Public Storage agrees, without the prior written consent of the Partnership, not to make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" or "consents" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Partnership or demand a copy of the Partnership's ledgers, list of limited partnership security holders or any other books and records of the Partnership. You also agree during such eighteen-month period not to make any proposal or request, directly or indirectly, to amend, waive or terminate any provision of this letter agreement (including this sentence). If at any time during such eighteen-month period Public Storage is approached by any third party concerning participation in a transaction involving the assets, businesses or securities of the Partnership or involving any of the foregoing actions, you will promptly inform the Partnership of the nature of such contact and the parties thereto. 2 We each agree that the other of us or our respective Affiliates, as the case may be, shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this letter agreement, in addition to all other remedies available at law or in equity. If you agree with the foregoing, please sign and return two copies of this letter agreement, which will constitute our agreement with respect to the subject matter of this letter agreement. This letter agreement shall be governed by the laws of the State of New York without giving effect to principles of conflicts of law thereof. This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument. Very truly yours, AMERICAN STORAGE PROPERTIES ASSOCIATES, L.P. By: Storage Services, Inc., its general partner By: /s/ Paul Abbott ------------------ Name: Paul Abbott Title: President CONFIRMED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN PUBLIC STORAGE, INC. By: /s/ Harvey Lenkin -------------------- Name: Harvey Lenkin Title: President 3 -----END PRIVACY-ENHANCED MESSAGE-----