UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PUBLIC STORAGE PROPERTIES V, 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)
July 1, 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.
<PAGE>
*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
15,778
8 Shared Voting Power
N/A
9 Sole Dispositive Power
15,778
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
15,778
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
35.9%
14 Type of Reporting Person*
CO
SCHEDULE 13D
CUSIP No. N/A
<PAGE>
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*
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
4,852
8 Shared Voting Power
15,778 (see footnote 1 below)
9 Sole Dispositive Power
4,852
10 Shared Dispositive Power
15,778 (see footnote 1 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
20,630 (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)
46.9%
14 Type of Reporting Person*
IN
_______________
(1) Includes 15,778 units of limited partnership interest
held of record by Public Storage, Inc.
The Statement on Schedule 13D dated April 6, 1995 (the "Original
Statement") filed by Public Storage, Inc. ("PSI") and B. Wayne Hughes
(collectively, the "Reporting Persons"), relating to the units of limited
partnership interest (the "Units") of Public Storage Properties V, Ltd.,
a California limited partnership (the "Issuer"), is amended by this
Amendment No. 1 as set forth below. Defined terms that are not defined
herein have the meanings assigned to those terms in the Original
Statement.
Item 3. Source and Amount of Funds or Other Compensation
As of July 1, 1995, PSI owned a total of 15,778 Units. These
Units were acquired as follows: (i) 3,493 Units were acquired for an
aggregate purchase price of $738,250 in cash, with funds obtained from
PSI's working capital or borrowed under PSI's Credit Agreement with
<PAGE>
Wells Fargo Bank, which is referenced under Item 7 in the Original
Statement and (ii) 12,285 Units were acquired as follows: (a) PSI
acquired a total of 17,137 Units in a cash tender offer which commenced
on March 3, 1995 and expired on April 6, 1995 (the "Tender Offer") for
an aggregate purchase price (including soliciting agent fees) of
approximately $4,370,000 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 in the Original Statement and (b)
following acceptance of the 17,137 Units in the Tender Offer by PSI, PSI
transferred 4,852 of these Units to B. Wayne Hughes for an aggregate
price (including soliciting agent fees) of $1,237,260 in cash (which was
equal to PSI's cost for these Units).
As of July 1, 1995, B. Wayne Hughes owned a total of 4,852 Units
(exclusive of Units owned by PSI). These Units were acquired by B. Wayne
Hughes from PSI for an aggregate price (including soliciting agent fees)
of $1,237,260 in cash, with funds obtained from Mr. Hughes' personal
funds.
Item 5. Interest in Securities of the Issuer
As of July 1, 1995, each Reporting Person owned the aggregate
number of Units set forth below opposite his or its name. Such Units
constitute approximately 46.9%, in the aggregate, of the total number of
Units outstanding on July 1, 1995 of 44,000.
Approximate %
No. of of Units
Reporting Person Units Outstanding
---------------- ------- -------------
PSI 15,778 35.9%
B. Wayne Hughes 4,852 (a) 11.0%
------ ----
Total 20,630 46.9%
_______________
(a) Excludes 15,778 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 in the Original Statement
(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 July 1, 1995, PSI 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 its
name.
No. of Type Price
Transaction Units of per
Reporting Person Date Bought Transaction Unit
---------------- ----------- ------ ----------- -------
PSI 7/01/95 2,161 <F1> $250.00
_______________
<F1> Unsolicited purchases directly from Unitholders.
To the best of the Reporting Persons' knowledge, except as
disclosed herein, none of the Reporting Persons has any beneficial
<PAGE>
ownership of any Units as of July 1, 1995 or has engaged in any
transaction in any Units during the 60-day period ending July 1, 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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Amendment
No. 1 to Statement on Schedule 13D is true, complete and correct.
Dated: July 10, 1995
PUBLIC STORAGE, INC.
By: /S/ B. WAYNE HUGHES
--------------------------
B. Wayne Hughes, President
/S/ B. WAYNE HUGHES
-------------------------------
B. Wayne Hughes
