UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
April 6, 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
18,419
8 Shared Voting Power
N/A
9 Sole Dispositive Power
18,419
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
18,419
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
41.9%
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*
N/A
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
N/A
8 Shared Voting Power
18,419 (see footnote 1 below)
9 Sole Dispositive Power
N/A
10 Shared Dispositive Power
18,419 (see footnote 1 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
18,419 (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)
41.9%
14 Type of Reporting Person*
IN
_______________
(1) Includes 18,419 units of limited partnership interest
held of record by Public Storage, Inc. Following acceptance
of the Units in the tender offer by Public Storage, Inc., Public
Storage, Inc. transferred to B. Wayne Hughes 4,852 Units.
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 Properties V, 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. The stock of PSH is owned 49% by B. Wayne Hughes,
as trustee of the B.W. Hughes Living Trust, a revocable living trust,
37% by Tamara L. Hughes, an adult daughter of B. Wayne Hughes, and 14%
by Kenneth Q. Volk, Jr., as co-trustee with his wife, of the K. & B.
Volk Living Trust (the "Volk Trust"), a revocable living trust. The
Volk Trust has granted to Tamara L. Hughes an irrevocable proxy to vote
the Volk Trust's shares in PSH and Tamara L. Hughes has an option
(exercisable under certain circumstances) to acquire the Volk Trust's
interest in PSH. 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. 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. B. Wayne Hughes, Chairman of the Board and Chief Executive
Officer of PSI and PSH, is a co-general partner of the Issuer. 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 the Issuer and
of other real estate investment
trusts ("REITs") organized by PSI.
Harvey Lenkin Vice President and a Director of PSI
and PSH; President of the Issuer;
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 Controller of the
Issuer; 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, Chief
Financial Officer and Secretary of
the Issuer; 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 the Issuer 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 and a co-general partner of the
Issuer. 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 April 6, 1995, PSI owned a total of 18,419 Units. These
Units were acquired as follows: (i) 1,282 Units were acquired for an
aggregate purchase price of $190,000 in cash (with funds obtained from
PSI's working capital) and (ii) 17,137 Units were acquired 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.
Item 4. Purpose of Transaction
PSI has been a co-general partner in the Issuer since its
organization in 1979. Accordingly, PSI is familiar with the operations
and prospects of the Issuer. PSI decided to increase its ownership of
the Issuer and chose to accomplish this through the Tender Offer on
terms that PSI believes are attractive to PSI. PSI believes that it
will benefit from ownership of Units acquired in the Tender Offer and
that ownership of the Units will improve PSI's tax position in the
Issuer.
Although in the future PSI or its affiliates may acquire
additional Units thereby increasing the Reporting Persons' ownership
position in the Issuer, the general partners of the Issuer (PSI and
B. Wayne 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 is currently considering a major restructure involving its
partially and wholly owned affiliates. The restructure could involve
a transfer of the Units acquired in the Tender Offer and, in the
restructure, the Units could be valued at an amount higher or lower than
the price in the Tender Offer.
Item 5. Interest in Securities of the Issuer
As of April 6, 1995, each Reporting Person owned the aggregate
number of Units set forth below opposite his or its name. Such Units
constitute approximately 41.9%, in the aggregate, of the total number of
Units outstanding on April 6, 1995 of 44,000.
Approximate %
No. of of Units
Reporting Person Units Outstanding
---------------- ------- -------------
PSI 18,419 41.9%
B. Wayne Hughes 0 (a) 0.0%
------ ----
Total 18,419 41.9%
_______________
(a) Excludes 18,419 Units held of record by PSI. Following acceptance
of the Units in the tender offer by Public Storage, Inc., Public
Storage, Inc. transferred to B. Wayne Hughes 4,852 Units. 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.
PSI is currently considering a major restructure involving its
partially and wholly owned affiliates. The restructure could involve
a transfer of the Units acquired in the Tender Offer and, in the
restructure, the Units could be valued at an amount higher or lower than
the price in the Tender Offer.
During the 60-day period ending April 6, 1995, PSI purchased the
number of Units in the transaction, on the transaction date and at the
price 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 4/06/95 17,137 cash tender $250.00
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 April 6, 1995 or has
engaged in any transaction in any Units during the 60-day period ending
April 6, 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 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 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: April 13, 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 Properties V, 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 13th day of April, 1995.
PUBLIC STORAGE, INC.
By: /S/ B. WAYNE HUGHES
--------------------------
B. Wayne Hughes, President
/S/ B. WAYNE HUGHES
-------------------------------
B. Wayne Hughes
