SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 14D-1
Amendment to Tender Offer Statement Pursuant To Section 14(d)(1) of
the Securities Exchange Act of 1934
-----------------
STATEMENT ON SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3 - Public Storage, Inc.)
(AMENDMENT NO. 4 - B. Wayne Hughes)
-----------------
PUBLIC STORAGE PROPERTIES, LTD.
(Name of Subject Company)
-----------------
Public Storage, Inc.
B. Wayne Hughes
(Bidder)
-----------------
Units of Limited Partnership Interest
(Title of Class of Securities)
-----------------
NONE
(CUSIP Number of Class of Securities)
-----------------
DAVID GOLDBERG
Public Storage, Inc.
701 Western Avenue, Suite 200,
Glendale, California 91201-2397
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
<PAGE>
1) Name of Reporting Person: Public Storage, Inc.
I.R.S. Identification No. of Above Person (entities only): 95-3551121
2) Check the Appropriate Box if a Member of a Group (See Instructions)
[x] (a) ______________________________________________________________
[ ] (b) ______________________________________________________________
3) SEC Use Only __________________________________________________________
4) Sources of Funds (See Instructions): WC
5) [ ] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f).
6) Citizenship or Place of Organization: California
7) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,683 units
of limited partnership interest (see footnote (a) below).
8) [ ] Check if the Aggregate Amount in Row 7 Excludes Certain Shares (See
Instructions).
9) Percent of Class Represented by Amount in Row 7: 38.4%
10) Type of Reporting Person (See Instructions): CO
- ---------------
(a) Includes (i) 1,658 units of limited partnership interest ("Units") as to
which Public Storage, Inc. has sole voting and dispositive power, (ii)
6,000 Units which Public Storage, Inc. has a currently exercisable option
to acquire from B. Wayne Hughes and as to which Public Storage, Inc.
currently has sole voting power (pursuant to an irrevocable proxy), which
option and proxy expire on November 16, 1998 and (iii) 25 Units which
Public Storage, Inc. has an option to acquire from B. Wayne Hughes, which
option is exercisable at any time on or after July 1, 1998.
<PAGE>
1) Name of Reporting Person: B. Wayne Hughes
I.R.S. Identification No. of Above Person (entities only):
2) Check the Appropriate Box if a Member of a Group (See Instructions)
[x] (a) ______________________________________________________________
[ ] (b) ______________________________________________________________
3) SEC Use Only __________________________________________________________
4) Sources of Funds (See Instructions): PF
5) [ ] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f).
6) Citizenship or Place of Organization: United States of America
7) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,105 units
of limited partnership interest (see footnote (a) below).
8) [ ] Check if the Aggregate Amount in Row 7 Excludes Certain Shares (See
Instructions).
9) Percent of Class Represented by Amount in Row 7: 30.5%
10) Type of Reporting Person (See Instructions): IN
- ---------------
(a) Includes (i) 6,000 Units as to which B. Wayne Hughes has sole dispositive
power and no voting power; Public Storage, Inc. has a currently exercisable
option to acquire these Units and an irrevocable proxy to vote these Units,
which option and proxy expire on November 16, 1998, (ii) 25 Units as to
which B. Wayne Hughes has sole voting and dispositive power; Public
Storage, Inc. has an option to acquire these Units, which option is
exercisable at any time on or after July 1, 1998 and (iii) 80 Units held by
Tamara L. Hughes, B. Wayne Hughes' daughter; Public Storage, Inc. has an
option to acquire these Units, which option is exercisable at any time on
or after October 1, 1998.
<PAGE>
-----------------
Introduction
This statement is Amendment No. 1 to the Schedule 14D-1 which was filed by
Public Storage, Inc. (the "Company") and B. Wayne Hughes ("Hughes") with the
Securities and Exchange Commission on June 22, 1998, with respect to the offer
by the Company and Hughes to purchase up to 7,000 of the limited partnership
units ("Units") in Public Storage Properties, Ltd., a California limited
partnership (the "Partnership") at a net cash price per Unit of $460.
Capitalized terms used in this Amendment No. 1 and not otherwise defined shall
have the meanings set forth in the Offer to Purchase dated June 22, 1998 and
related Letter of Transmittal.
This Amendment No. 1 to Statement on Schedule 14D-1 also constitutes (i)
Amendment No. 3 to Statement on Schedule 13D dated November 16, 1995, as
previously amended by Amendment No. 1 dated January 1, 1996 and Amendment No. 2
(which was the Schedule 14D-1 filed on June 22, 1998), filed by Public Storage,
Inc., and (ii) Amendment No. 4 to Statement on Schedule 13D dated September 25,
1995, as previously amended by Amendment No. 1 dated November 16, 1995,
Amendment No. 2 dated October 1, 1997 and Amendment No. 3 (which was the
Schedule 14D-1 filed on June 22, 1998), filed by B. Wayne Hughes and Tamara L.
Hughes.
Item 11. Material to be filed as Exhibits.
---------------------------------
See Exhibit Index contained herein.
<PAGE>
SIGNATURE
After due 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: July 10, 1998 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
--------------------
David Goldberg
Senior Vice President
and General Counsel
/S/ B. WAYNE HUGHES
--------------------------
B. Wayne Hughes
<PAGE>
Exhibit Index
Exhibit No.
(a) 1 Offer to Purchase dated June 22, 1998 ("Offer to Purchase").
Previously filed and incorporated herein by reference.
2 Letter of Transmittal. Previously filed and incorporated herein by
reference.
3 Form of letters to Unitholders. Previously filed and incorporated
herein by reference.
4 Supplement dated July 10, 1998 to Offer to Purchase. Not
distributed to Unitholders.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
Exhibit (a)(4)
SUPPLEMENT DATED JULY 10, 1998 TO
OFFER TO PURCHASE DATED JUNE 22, 1998
The Offer to Purchase Dated June 22, 1998 is supplemented by the following:
DETERMINATION OF OFFER PRICE (page 8)
The 15% discount used in determining the Offer Price was established by the
Company and Hughes and is not the result of arm's length negotiations. The
Company and Hughes did not use objective criteria in applying a 15% discount to
their estimate of the liquidation value per Unit, and the appropriate discount
may be lower or higher than 15%. In prior tender offers, the Company and Hughes
applied a 10% discount. The Offer Price is significantly higher than the limited
secondary sales transactions known to the General Partners. See "Market Prices
of Units" (page 14) in the Offer to Purchase.
THE OFFER - CONDITIONS OF THE OFFER (page 12)
All of the conditions to the Offer to Purchase must be satisfied or waived
prior to the Expiration Date.
Condition (viii) on page 12 is revised to read as follows: "(viii) which
adds a cost to the Offer to Purchase or involves a delay to the Offer to
Purchase, which in either case is material in the reasonable judgment of the
General Partners."
MARKET PRICES OF UNITS - INFORMATION FROM DEAN WITTER REGARDING
SALES TRANSACTIONS (page 16)
Dean Witter advised the General Partners that it had no information on
transactions in Units during the periods in the table.
