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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. )*
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 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).
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SCHEDULE 13D
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CUSIP No. N/A Page ____2____ of ___7__ Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Public Storage. Inc.
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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
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,038
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,174
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,038
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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)
40.8%
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14 TYPE OF REPORTING PERSON*
CO
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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 ___7___ Pages
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Item 1. Security and Issuer
This Statement on Schedule 13D relates to the units of limited
partnership interest ("Units") of Public Storage Partners II, Ltd., a California
limited partnership (the "Issuer"). The address of the principal executive
office of the Issuer is 600 North Brand Boulevard, Suite 300, Glendale,
California 91203-1241.
Item 2. Identity and Background
This Statement on Schedule 13D is filed on behalf of Public Storage,
Inc. (the "Reporting Person"), a California corporation formerly known as
Storage Equities, Inc. ("SEI"). On November 16, 1995, Public Storage Management,
Inc. ("PSMI"), a corporation controlled by B. Wayne Hughes and members of his
family (collectively, the "Hughes Family"), was merged (the "Merger") with and
into SEI, which then changed its name to Public Storage, Inc. Prior to the
Merger, PSMI was a subsidiary of a California corporation known as Public
Storage, Inc. ("Old PSI"). Old PSI was a wholly owned subsidiary of PSI
Holdings, Inc. ("PSH"), a California corporation owned and controlled by the
Hughes Family. Prior to the Merger, Old PSI 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 Hughes Family owned more than
99% of the outstanding Common Stock of PSMI. As a result of the Merger, 3,174
Units previously reported as beneficially owned by Old PSI (the "Merger Units")
were transferred to the Reporting Person, and the Reporting Person became the
general partner of the Issuer.
The Reporting Person is a fully integrated, self-advised and self-
managed real estate investment trust ("REIT") which is engaged primarily in the
development, construction, acquisition, ownership, operation, management and
leasing of mini-warehouses. The address of the Reporting Person's principal
executive office is 600 North Brand Boulevard, Suite 300, Glendale, California
91203-1241.
Information regarding the identity and background of the Reporting
Person's directors and executive officers is set forth in Appendix A attached to
this Statement on Schedule 13D. To the knowledge of the Reporting Person, all of
its directors and executive officers are citizens of the United States except
Uri P. Harkham, who is a citizen of Australia.
During the last five years, neither the Reporting Person nor, to its
knowledge, any director, executive officer or controlling person of the
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.
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CUSIP No. N/A Page ____4__ of ___7___ Pages
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Item 3. Source and Amount of Funds or Other Consideration
At the time of the Merger, PSMI owned a significant amount of real
estate related assets, including the Merger Units. The aggregate consideration
payable in the Merger to shareholders of PSMI consisted of 30,000,000 shares of
the Reporting Person's 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 the Merger, see the definitive proxy statement of
Storage Equities, Inc. dated October 11, 1995 (the "Proxy Statement"), which is
incorporated herein by reference.
The Reporting Person currently intends to hold its Units for
investment. The Reporting Person may, at some future time, depending on market
conditions and other factors, acquire additional Units or other securities of
the Issuer (through one or more market purchases or purchases in private
transactions) or dispose of all or a portion of the Units which the Reporting
Person now owns or hereafter may acquire.
Item 5. Interest in Securities of the Issuer
As of November 16, 1995, the effective date of the Merger, the
Reporting Person beneficially owned 4,038 Units, representing 40.8% of the class
outstanding. The Reporting Person has the sole power to vote all of these Units,
has the sole power to dispose of 3,174 of these Units, and has no power to
dispose of 864 of these Units.
During the 60-day period ended November 16, 1995, the Reporting Person
engaged in the following acquisitions of Units:
Transaction Price Type of
Date No. of Shares per Share Transaction
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11/16/95 3,174 * Merger
*See Item 3 above
The number of Units beneficially owned by each of the directors and
executive officers of the Reporting Person is set forth on Appendix A attached
to this Statement on Schedule 13D. Unless otherwise indicated, each director and
executive officer has sole power to vote and the sole power to dispose of his or
her Units.
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CUSIP No. N/A Page ____5__ of ___7___ Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
In connection with the Merger, B. Wayne Hughes granted to the Reporting
Person an option to acquire various securities and other interests owned by him,
including 864 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 assets subject to
the Option as of November 16, 1995 (as determined by Arthur Andersen LLP) and is
payable in shares of Common Stock of the Reporting Person 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 the Reporting Person's funds from operations per share
of Common Stock (calculated in accordance with the agreement evidencing the
Option) for the four consecutive quarter preceding the exercise of the Option.
B. Wayne Hughes has agreed not to dispose of any interests subject to the Option
during the term of the Option. The Reporting Person holds an irrevocable proxy
to vote the Units subject to the Option.
Except as disclosed herein, to the knowledge of the Reporting Person,
there are no contracts, arrangements, understandings or relationships between
the Reporting Person and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss or the giving or
withholding or proxies, or a pledge or contingency the occurrence of which would
give another person voting or investment power over securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Agreement and Plan of Reorganization dated as of June 30,
1995 by and among the Reporting Person, Old PSI and PSMI
(incorporated by reference from Appendix A to the
Reporting Person'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 B.
Wayne Hughes relating to B. Wayne Hughes'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 the Reporting Person and B. Wayne Hughes
(incorporated by reference from Exhibit 3 to Amendment No.
1 to Schedule 13D filed by B. Wayne Hughes relating to the
beneficial ownership of securities issued by Public
Storage Properties IX, Inc.)
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CUSIP No. N/A Page ____6___ of ___7___ 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 statement is true, complete and
correct.
Dated: November 27, 1995 PUBLIC STORAGE, INC.
By: /S/ OBREN B. GERICH
---------------------------------
Obren B. Gerich
Vice President
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CUSIP No. N/A Page ____7___ of ___7___ Pages
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Appendix A
No. of Units
Name Title Beneficially Owned
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B. Wayne Hughes Chairman of the Board and 864*
Chief Executive Officer
Harvey Lenkin President -0-
Ronald L. Havner, Jr. Senior Vice President and -0-
Chief Financial Officer
Hugh W. Horne Senior Vice President 10
Marvin M. Lotz Senior Vice President 12
Mary Jayne Howard Senior Vice President -0-
David Goldberg Senior Vice President and -0-
General Counsel
Obren B. Gerich Vice President 4
John Reyes Vice President and -0-
Controller
Sarah Hass Vice President and -0-
Secretary
Robert J. Abernethy Director -0-
Dann V. Angeloff Director -0-
William C. Baker Director -0-
Uri P. Harkham Director -0-
Berry Holmes Director -0-
Michael M. Sachs Director -0-
* The Reporting Person has the sole power to vote these Units.
