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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Public Storage Partners II, Ltd.
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(Name of Issuer)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number)
David Goldberg, 600 N. Brand Blvd., Ste. 300,
Glendale, CA 91203-1241, 818/244-8080, ext. 529
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 16, 1995
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(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).
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SCHEDULE 13D
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CUSIP No. N/A Page ____2____ of ___5_ Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B. Wayne Hughes
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 864
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
864
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON*
IN
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*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.
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CUSIP No. N/A Page ____3__ of ___5___ Pages
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The Statement on Schedule 13D dated October 18, 1995 (the "Schedule
13D"), relating to the units of limited partnership interest (the "Units") of
Public Storage Partners II, Ltd., a California limited partnership, is amended
by this Amendment No. 1 as set forth below. Capitalized terms that are not
defined herein have the meanings assigned to those terms in the Schedule 13D.
Item 2. Identity and Background
The Schedule 13D was filed jointly by B. Wayne Hughes (the "Reporting
Person") and Public Storage, Inc. ("Old PSI"). On November 16, 1995, Public
Storage Management, Inc. ("PSMI"), a subsidiary of Old PSI, was merged (the
"Merger") with and into Storage Equities, Inc. ("SEI"). Prior to the Merger, Old
PSI was merged with and into PSH, which was followed by the merger of PSH with
and into PSMI (collectively, the "Restructuring"). At the time of the Merger,
the Reporting Person owned approximately 46.6% of the outstanding Common Stock
of PSMI, and members of his immediate family owned substantially all of the
remaining shares outstanding. As a result of the Restructuring, Old PSI ceased
to exist, and as a result of the Merger, the Units previously reported as
beneficially owned by Old PSI were transferred to SEI, which then changed its
name to Public Storage, Inc. ("New PSI").
Item 5. Interest in Securities of the Issuer
As of November 16, 1995, the effective date of the Merger, the
Reporting Person beneficially owned 864 Units (the "Retained Units"),
representing 8.7% of the class outstanding, and Old PSI beneficially owned no
Units. At the time of the Merger, the Reporting Person granted to New PSI an
irrevocable proxy to vote the Retained Units for a three-year period ending
November 16, 1998, and therefore the Reporting Person has no power to vote the
Retained Units. See Item 6 below. The Reporting Person has the sole power to
dispose of the Retained Units.
During the period commencing October 19, 1995 (i.e., afer the date of
the Schedule 13D) and ending November 16, 1995, Old PSI engaged in the following
transactions in Units:
Transaction Price Type of
Reporting Person Date No. of Units per Unit Transaction
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Old PSI 11/16/95 3,174 * Disposition in
Merger
*The aggregate consideration payable in the Merger to shareholders of
PSMI consisted of 30,000,000 shares of New PSI Common Stock (subject to
post-closing adjustment), 7,000,000 shares of Class B Common Stock (issuable
post-closing) and assumption of $68.0 million of PSMI debt and consolidated
property debt of $4.7 million. For a detailed description of
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CUSIP No. N/A Page ____4_ of ___5___ Pages
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the Merger, see the definitive proxy statement of Storage Equities, Inc. dated
October 11, 1995, which is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
In connection with the Merger, the Reporting Person granted to New PSI
an option to acquire various securities and other interests owned by the
Reporting Person, including the Retained Units (the "Option"). The Option
expires on November 16, 1998, and is exercisable for all (but not part) of the
interests subject to the Option. The exercise price of the Option is based on
the value of the interests subject to the Option as of November 16, 1995 (as
determined by Arthur Andersen LLP) and is payable in shares of Common Stock of
New PSI valued at the higher of (i) $16 per share or (ii) a stock price
necessary to cause the acquisition to be non-dilutive based on New PSI's funds
from operations per share of Common Stock (calculated in accordance with the
agreement evidencing the Option) for the four consecutive quarters preceding the
exercise of the Option. The Reporting Person has agreed not to dispose of the
Retained Units during the term of the Option.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Agreement and Plan of Reorganization dated as of June
30, 1995 by and among SEI, Old PSI and PSMI (incorporated
by reference from Appendix A to SEI's Proxy Statement
dated October 11, 1995)
Exhibit 2 - Amendment to Agreement and Plan of Reorganization dated
as of November 13, 1995 (incorporated by reference
from Exhibit 2 to Amendment No. 1 to Schedule 13D filed by
the Reporting Person relating to the Reporting Person's
beneficial ownership of securities issued by Public
Storage Properties IX, Inc.)
Exhibit 3 - Option Agreement dated as of November 16, 1995, by and
between New PSI and the Reporting Person(incorporated by
reference from Exhibit 3 to Amendment No. 1 to Schedule
13D filed by the Reporting Person relating to the
beneficial ownership of securities issued by Public
Storage Properties IX, Inc.)
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CUSIP No. N/A Page ____5__ of ___5___ Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to Statement on
Schedule 13D is true, complete and correct.
Dated: November 27, 1995 /S/ B. WAYNE HUGHES
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B. Wayne Hughes
