UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
PUBLIC STORAGE PROPERTIES, 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)
October 1, 1997
(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
S.S. or I.R.S. Identification No. of Above Person
B. Wayne Hughes
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF
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
25
8 Shared Voting Power
N/A
9 Sole Dispositive Power
6,025
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
6,025
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
30.1%
14 Type of Reporting Person*
IN
SCHEDULE 13D
CUSIP No. N/A
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tamara L. Hughes
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF
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
80
8 Shared Voting Power
N/A
9 Sole Dispositive Power
80
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
80
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.4%
14 Type of Reporting Person*
IN
The Statement on Schedule 13D dated September 25, 1995, as amended by
Amendment No. 1 dated November 16, 1995 (the "Schedule 13D") filed by B. Wayne
Hughes relating to the units of limited partnership interest (the "Units") of
Public Storage Properties, Ltd., a California limited partnership (the
"Issuer"), is amended by this Amendment No. 2 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. 2 to Statement on Schedule 13D is filed by B. Wayne
Hughes and Tamara L. Hughes (collectively, the "Reporting Persons") pursuant to
a Joint Filing Agreement attached hereto as Exhibit 4.
Mr. B. Wayne Hughes, a United States citizen, is a co-general partner of
the Issuer. Mr. Hughes is the Chairman of the Board and Chief Executive Officer
of Public Storage, Inc., formerly known as Storage Equities, Inc. ("PSI"), a
real estate investment trust which is the other co-general partner of the
Issuer. Mr. Hughes' business address is 701 Western Avenue, Glendale, California
91201-2397. Mr. Hughes is the father of Tamara L. Hughes.
Ms. Tamara L. Hughes, a United States citizen, is a Vice President-
Administration of PSI. Her business address is 701 Western Avenue, Glendale,
California 91201-2397.
Because of the relationship between the Reporting Persons, such
Reporting Persons may be deemed a "group" within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934. However, each of the Reporting Persons
disclaims that he or she constitutes such a group. In addition, except as
otherwise disclosed herein, each Reporting Person claims beneficial ownership
only of those Units set out following his or her name under Item 5 hereof and
disclaims beneficial ownership of any Units covered by this Amendment No. 2 to
Statement on Schedule 13D owned by any other Reporting Person. The filing of
this Amendment No. 2 to Statement on Schedule 13D shall not be deemed an
admission that the Reporting Persons constitute such a group or that a Reporting
Person is a beneficial owner of Units owned by any other Reporting Person.
During the last five years, neither the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any executive officer, director or
person controlling any Reporting Person, 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:
Subsequent to the date of Amendment No. 1 to Statement on Schedule 13D,
B. Wayne Hughes acquired an additional 25 Units for an aggregate purchase price
of $4,565 in cash, with funds obtained from Mr. Hughes' personal funds.
On October 1, 1997, Tamara L. Hughes acquired 80 Units for an aggregate
purchase price of $15,300 in cash, with funds obtained from Ms. Hughes' personal
funds.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is supplemented as follows:
The Reporting Persons have acquired the Units for investment purposes.
The Reporting Persons believe that the Units represent a good investment.
Although in the future the Reporting Persons or their affiliates may
acquire additional Units thereby increasing the Reporting Persons' ownership
position in the Issuer, B. Wayne Hughes (a co-general partner of the Issuer) and
Tamara L. Hughes have no present plans or intentions with respect to the Issuer
for a liquidation, a merger, a sale or purchase of material assets or borrowings
(other than a possible restructure of the existing property debt). No assets of
the Issuer have been identified for sale.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is supplemented as follows:
As of October 1, 1997 and subsequent to that date through June 11, 1998,
each Reporting Person owned the aggregate number of Units set forth below
opposite his or her name. Such Units constitute approximately 30.5%, in the
aggregate, of the total number of Units outstanding of 20,000.
Approximate %
No. of of Units
Reporting Person Units Outstanding
---------------- ------- -------------
B. Wayne Hughes 6,025 (a) 30.1%
Tamara L. Hughes 80 (b) 0.4%
----- ----
Total 6,105 30.5%
------------
(a) These Units are held of record by BWH Marina Corporation II ("BWH
Corp."), a corporation wholly-owned by Mr. Hughes. On November 16,
1995, Mr. Hughes granted to PSI an option to acquire and an
irrevocable proxy to vote 6,000 of these Units for a three-year period
ending November 16, 1998, and therefore Mr. Hughes has no power to
vote those 6,000 Units; Mr. Hughes has the sole power to dispose of
those 6,000 Units, but Mr. Hughes has agreed not to dispose of those
6,000 Units during the term of the option. Mr. Hughes has the sole
power to vote and the sole power to dispose of the other 25 Units; see
Item 6 below with respect to Mr. Hughes' grant of an option to PSI to
acquire these 25 Units.
(b) Ms. Hughes has the sole power to vote and the sole power to dispose of
all of these Units; see Item 6 below with respect to Ms. Hughes' grant
of an option to PSI to acquire these 80 Units.
During the 60-day period ending October 1, 1997 and subsequent to that
date through June 11, 1998, the Reporting Persons purchased the number of Units
in the transactions, on the transaction dates and at the prices per Unit (not
including commissions) set forth below opposite his or her name.
No. of Type Price
Transaction Units of per
Reporting Person Date Bought Transaction Unit
---------------- ----------- ------ ----------- -----
Tamara L. Hughes 10/1/97 50 (a) $171
10/1/97 30 (a) $225
------------
(a) Unsolicited purchases directly from Unitholders.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 of the Schedule 13D is supplemented as follows:
On July 1, 1997, BWH Corp. granted to PSI the option to acquire from BWH
Corp. 25 Units for an aggregate exercise price equal to $4,565 plus BWH Corp.'s
costs. Such option is exercisable at any time on or after July 1, 1998.
On October 1, 1997, Tamara L. Hughes granted to PSI the option to
acquire from Tamara L. Hughes 80 Units for an aggregate exercise price equal to
$15,300 plus Tamara L. Hughes' costs. Such option is exercisable at any time on
or after October 1, 1998.
Item 7. Material to be Filed as Exhibits
(Exhibits 1 through 3 are listed in Amendment No. 1 to Statement on
Schedule 13D)
Exhibit 4 - Joint Filing Agreement. Filed herewith.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Amendment No. 2 to Statement on
Schedule 13D is true, complete and correct.
Dated: June 12, 1998
/S/ B. WAYNE HUGHES
-----------------------------
B. Wayne Hughes
/S/ TAMARA L. HUGHES
-----------------------------
Tamara L. Hughes
EXHIBIT 4
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of Amendment No. 2 to Statement on Schedule 13D (including amendments
thereto) with respect to the units of limited partnership interest of Public
Storage Properties, Ltd. and further agree that this agreement be included as an
exhibit to such filing. Each party to this agreement expressly authorizes each
other party to file on its behalf any and all amendments to such Statement.
In evidence whereof, the undersigned have caused this Agreement to be
executed on their behalf this 12th day of June, 1998.
/S/ B. WAYNE HUGHES
-------------------------------
B. Wayne Hughes
/S/ TAMARA L. HUGHES
-------------------------------
Tamara L. Hughes
