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.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
NONE
(CUSIP Number)
David Goldberg, 600 No. Brand Blvd., Ste. 300, Glendale, California
91203-1241, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 1995
(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
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, BK
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
3,174
8 Shared Voting Power
N/A
9 Sole Dispositive Power
3,174
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
3,174
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
32.1%
14 Type of Reporting Person*
CO
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. [ ]
3 SEC Use Only
4 Source of Funds*
AF, 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
864
8 Shared Voting Power
3,174 (see footnote 1 below)
9 Sole Dispositive Power
864
10 Shared Dispositive Power
3,174 (see footnote 1 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
4,038 (see footnote 1 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
40.8%
14 Type of Reporting Person*
IN
_______________
(1) Includes 3,174 units of limited partnership interest
held of record by Public Storage, Inc.
Item 1. Security and Issuer
The class of securities to which this Statement on Schedule 13D
relates is the units of limited partnership interest (the "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 by Public Storage, Inc.
("PSI") and B. Wayne Hughes (collectively, the "Reporting Persons")
pursuant to a Joint Filing Agreement attached hereto as Exhibit 1.
PSI Holdings, Inc. ("PSH"), a California corporation, is the sole
shareholder of PSI. Substantially all of the stock of PSH is owned
by B. Wayne Hughes (as trustee of the B.W. Hughes Living Trust),
Tamara L. Hughes (an adult daughter of B. Wayne Hughes) and B. Wayne
Hughes, Jr. (an adult son of B. Wayne Hughes). Pursuant to a resolution
of the Board of Directors of PSH, B. Wayne Hughes, the President, Chief
Executive Officer and a director of PSH (and PSI), has the sole right
to vote and dispose of the Units of the Issuer held by PSH directly or
indirectly through its wholly-owned subsidiaries.
PSI is a corporation organized under the laws of the State of
California. It is a wholly-owned subsidiary of PSH and its principal
business activity (directly and through subsidiaries) is the
development, construction, acquisition, syndication and investment
management of real estate. PSI is the sole general partner of the
Issuer. The principal executive offices of PSI are located at 600 North
Brand Boulevard, Suite 300, Glendale, California 91203-1241.
The directors and executive officers of PSI and PSH and their
positions with PSI and PSH and present principal occupation are listed
below. Each person's business address is the same as the address for PSI
and each person is a citizen of the United States.
Positions with PSI and PSH and
Name Present Principal Occupation
---- ------------------------------
B. Wayne Hughes President, Chief Executive Officer
and a Director of PSI and PSH;
Chairman of the Board and Chief
Executive Officer of Storage Equities,
Inc. ("SEI") and of other real estate
investment trusts ("REITs") organized
by PSI.
Harvey Lenkin Vice President and a Director of PSI
and PSH; President and a director of
SEI; President, or President and
Director, of other REITs organized
by PSI.
Ronald L. Havner, Jr. Vice President and Chief Financial
Officer of PSI and PSH; Vice
President and Chief Financial Officer
of SEI; Vice President and Controller,
or Vice President and Chief Financial
Officer, of other REITs organized by
PSI.
Obren B. Gerich Vice President and a Director of PSI
and PSH; Vice President of SEI;
Vice President, Chief Financial Officer
and Secretary, or Vice President, of
other REITs organized by PSI.
Hugh W. Horne Vice President, Secretary and a
Director of PSI and PSH; Vice
President of SEI and of other REITs
organized by PSI.
Mr. B. Wayne Hughes, a United States citizen, is the President and
Chief Executive Officer of PSI and PSH. His business address is 600 North
Brand Boulevard, Suite 300, Glendale, California 91203-1241.
The ownership of the capital stock of PSH is set forth above.
Because of the stock ownership of Mr. Hughes in PSH and his positions
with PSH and PSI, he may be deemed to control PSI for purposes of the
Securities Exchange Act of 1934.
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
As of October 18, 1995, PSI owned a total of 3,174 Units. These
Units were acquired as follows: (i) 174 Units were acquired for an
aggregate purchase price of $43,000 in cash (with funds obtained from
PSI's working capital) and (ii) 3,000 Units were acquired in a cash
tender offer which commenced on August 30, 1995 and expired on October
18, 1995 (the "Tender Offer") for an aggregate purchase price (including
soliciting agent fees) of approximately $817,020 in cash, with funds
obtained from PSI's working capital or borrowed under PSI's Credit
Agreement with Wells Fargo Bank, which is referenced under Item 7.
As of October 18, 1995, B. Wayne Hughes owned a total of 864
Units (exclusive of Units owned by PSI). These Units were acquired by
B. Wayne Hughes in the Tender Offer for an aggregate purchase price
(including soliciting agent fees) of approximately $235,302 in cash,
with funds advanced to B. Wayne Hughes by PSI at PSI's cost of funds, and
such advances will be repaid by B. Wayne Hughes from his cash flow.
Item 4. Purpose of Transaction
PSI has been the sole general partner of the Issuer since its
organization in 1977. Accordingly, PSI is familiar with the operations
and prospects of the Issuer. PSI and B. Wayne Hughes ("Hughes")
decided to increase their ownership of the Issuer and chose to
accomplish this through the Tender Offer on terms that PSI and Hughes
believe are attractive to them. PSI and Hughes believe that they will
benefit from ownership of Units acquired in the Tender Offer and that
ownership of the Units will improve their tax position in the Issuer
because it would facilitate a future transfer of their interest in the
Issuer without taxable gain. PSI and Hughes believe that the acquisition
of Units through the Tender Offer represents a good investment to them.
Although in the future PSI and Hughes or their affiliates may
acquire additional Units thereby increasing the Reporting Persons'
ownership position in the Issuer, PSI and 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. PSI has entered into a merger agreement with
SEI, an affiliate. Upon completion of the merger, which is scheduled to
occur on or prior to November 30, 1995, SEI would replace PSI as the sole
general partner of the Issuer and would acquire the Units purchased by PSI
in the Tender Offer. SEI would also have an option to acquire the Units
purchased by Hughes in the Tender Offer. In the merger, the Units could
be valued at an amount higher than the price in the Tender Offer.
The merger is subject to significant contingencies and there is no
assurance that it will be completed.
Item 5. Interest in Securities of the Issuer
As of October 18, 1995, each Reporting Person owned the aggregate
number of Units set forth below opposite his or its name. Such Units
constitute approximately 40.8%, in the aggregate, of the total number of
Units outstanding on October 18, 1995 of 9,890.
Approximate %
No. of of Units
Reporting Person Units Outstanding
---------------- ------- -------------
PSI 3,174 32.1%
B. Wayne Hughes 864 (a) 8.7%
----- ----
Total 4,038 40.8%
_______________
(a) Excludes 3,174 Units held of record by PSI. See the next paragraph
regarding Mr. Hughes' right to direct the voting and disposition of
these Units.
B. Wayne Hughes, because of the resolution of the Board of
Directors of PSH referred to under Item 2 above (and Mr. Hughes'
positions with PSH and PSI and his indirect ownership interest of PSI
through his interest as a shareholder of PSH), has the sole power to
direct the vote and disposition of the Units of the Issuer held by PSI.
During the 60-day period ending October 18, 1995, 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 its name.
No. of Type Price
Transaction Units of per
Reporting Person Date Bought Transaction Unit
---------------- ----------- ------ ----------- -----
PSI 10/18/95 3,000 cash tender $267
offer
B. Wayne Hughes 10/18/95 864 cash tender $267
offer
To the best of the Reporting Persons' knowledge, except as
disclosed herein, none of the Reporting Persons named in Item 2 has
any beneficial ownership of any Units as of October 18, 1995 or has
engaged in any transaction in any Units during the 60-day period ending
October 18, 1995.
Except as disclosed herein, no other person is known to the
Reporting Persons to have the right to receive or the power to direct
receipt of distributions from, or the proceeds from the sale of, the
Units beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Except as disclosed herein, to the best knowledge of the Reporting
Persons, there are at present no contracts, arrangements, understandings
or relationships (legal or otherwise) among the Reporting Persons named
in Item 2 and between such persons and any person with respect to any
securities of the Issuer, including but not limited to, transfer or
voting of any of the 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 of
proxies, or a pledge or contingency the occurrence of which would give
another person voting power over securities of the Issuer. PSI and Hughes
retained The Weil Company, a registered broker dealer, to answer questions
and solicit responses in the Tender Offer and paid The Weil Company 2% of
the purchase price for each Unit tendered and accepted by PSI and Hughes
in the Tender Offer. In addition, The Weil Company is being reimbursed
for certain out of pocket expenses up to a maximum of $25,000 and will be
indemnified against certain liabilities, including liabilities under the
federal securities laws.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Joint Filing Agreement. Filed herewith.
Exhibit 2 - Credit Agreement by and between PSI and Wells Fargo
Bank, National Association dated as of March 1, 1994 (the "Credit
Agreement"). Filed with PSI's Tender Offer Statement on Schedule 14D-1
relating to Public Storage Properties IV, Ltd. filed on March 3, 1995
and incorporated herein by reference.
Exhibit 3 - First Amendment to Credit Agreement dated as of July
1, 1994. Filed with PSI's Tender Offer Statement on Schedule 14D-1
relating to Public Storage Properties IV, Ltd. filed on March 3, 1995
and incorporated herein by reference.
SIGNATURES
Each person whose signature appears below hereby authorizes
B. Wayne Hughes and Harvey Lenkin, and each of them, as attorney-in-
fact, to sign on its or his behalf any amendment to this Statement on
Schedule 13D, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange
Commission.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement on
Schedule 13D is true, complete and correct.
Dated: October 23, 1995
PUBLIC STORAGE, INC.
By: /S/ B. WAYNE HUGHES
--------------------------
B. Wayne Hughes, President
/S/ B. WAYNE HUGHES
-------------------------------
B. Wayne Hughes
EXHIBIT 1
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 a Statement on Schedule 13D (including amendments
thereto) with respect to the units of limited partnership interest of
Public Storage Partners II, 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 23rd day of October, 1995.
PUBLIC STORAGE, INC.
By: /S/ B. WAYNE HUGHES
--------------------------
B. Wayne Hughes, President
/S/ B. WAYNE HUGHES
-------------------------------
B. Wayne Hughes
