UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PS PARTNERS, 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)
February 28, 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
Storage Equities, 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
40,297
8 Shared Voting Power
N/A
9 Sole Dispositive Power
40,297
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
40,297
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
61.1%
14 Type of Reporting Person*
CO
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
PS Partners, 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 being filed by Storage Equities,
Inc. ("SEI").
SEI is a real estate investment trust ("REIT"), organized as a
corporation under the laws of California, that has invested primarily in
existing mini-warehouse facilities (through direct ownership, as well as
general and limited partnership interests). SEI is a co-general partner
of the Issuer. The principal executive offices of SEI are located at 600
North Brand Boulevard, Suite 300, Glendale, California 91203-1241.
The directors and executive officers of SEI, their employers,
addresses and current positions are listed below. B. Wayne Hughes,
Chairman of the Board and Chief Executive Officer of SEI, is a co-general
partner of the Issuer.
Name of Director
or Executive Employer/Address/
Officer of SEI Nature of Business Current Position
-------------- ------------------ ----------------
B. Wayne Hughes SEI Chairman of the Board and
(Executive Officer 600 North Brand Boulevard Chief Executive Officer
and Director) Suite 300
Glendale, CA 91203-1241
Real estate investment
Public Storage, Inc. President and Chief
("PSI") and affiliates Executive Officer of PSI
600 North Brand Boulevard and officer of affiliates
Suite 300 of PSI
Glendale, CA 91203-1241
Real estate investment
Harvey Lenkin SEI President
(Executive Officer
and Director) Real estate investment
PSI and affiliates Vice President of PSI and
officer of affiliates of
Real estate investment PSI
Hugh W. Horne SEI Vice President
(Executive Officer)
Real estate investment
PSI and affiliates Officer of PSI and
affiliates
Real estate investment
Ronald L. Havner, Jr. SEI Vice President and Chief
(Executive Officer) Financial Officer
Real estate investment
PSI and affiliates Officer of PSI and
affiliates
Real estate investment
Obren B. Gerich SEI Vice President
(Executive Officer)
Real estate investment
PSI and affiliates Officer of PSI and
affiliates
Real estate investment
Robert J. Abernethy American Standard President
(Director) Development Company;
Self Storage Management
Company
5221 West 102nd Street
Los Angeles, CA 90045
Developer and operator
of mini-warehouses
Dann V. Angeloff The Angeloff Company President
(Director) 727 West Seventh Street
Suite 331
Los Angeles, CA 90017
Corporate financial
advisory firm
William C. Baker Red Robin International, President
(Director) Inc.
28 Executive Park
Suite 200
Irvine, CA 92714
Operate and franchise
restaurants
Uri P. Harkham The Jonathan Martin President and Chief
(Director) Fashion Group Executive Officer
1157 South Crocker Street
Los Angeles, CA 90021
Design, manufacture and
market women's clothing
Harkham Properties Chairman of the Board
1157 South Crocker Street
Los Angeles, CA 90021
Real estate
Berry Holmes Private investor since 1985
(Director)
Michael M. Sachs Westrec Financial, Inc. President
(Director) 6400 Laurel Canyon Blvd.
Suite 2
North Hollywood, CA 91606
Developer and operator of
recreational properties
To the knowledge of SEI, all of the foregoing persons are citizens
of the United States except Uri P. Harkham, who is a citizen of Australia.
During the last five years, neither SEI nor, to the best knowledge
of SEI, any executive officer, director or person controlling SEI, 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.
On January 25, 1995, SEI filed Amendment No. 3 to Statement on
Schedule 13G with respect to the ownership at December 31, 1994 of Units
of the Issuer. On January 13, 1995, SEI commenced a cash tender offer for
Units, which tender offer expired on February 28, 1995 (the "Tender
Offer"). As a result of the Tender Offer, as of February 28, 1995, SEI
had acquired more than 2% of the Units in a 12-month period and
accordingly, this Statement on Schedule 13D is being filed by SEI.
Item 3. Source and Amount of Funds or Other Compensation
As of February 28, 1995, SEI owned a total of 40,297 Units. These
Units were acquired as follows: (i) 24,530 Units were acquired for an
aggregate purchase price of 862,022 shares of common stock of SEI and
$114,453 in cash (with funds obtained from SEI's working capital) and (ii)
15,767 Units were acquired in the Tender Offer for an aggregate purchase
price (including soliciting agent fees) of approximately $6,433,000 in
cash, with funds obtained from SEI's working capital or borrowed under
SEI's Credit Agreement with a bank group led by Wells Fargo Bank as agent
and manager, which is referenced under Item 7.
Item 4. Purpose of Transaction
Prior to the Tender Offer, SEI (i) owned a joint venture interest in
substantially all of the Issuer's properties, (ii) became a co-general
partner of the Issuer in September 1993 and (iii) owned approximately 37%
of the Units. SEI decided to increase its ownership of the Issuer and
chose to accomplish this through the Tender Offer on terms that SEI
believes are attractive to SEI and its shareholders. SEI believes that it
will benefit from ownership of Units acquired in the Tender Offer and from
distributions attributable from them. None, or only a small portion, of
such distributions is expected to constitute taxable income.
Although in the future SEI may acquire additional Units thereby
increasing its ownership position in the Issuer, the general partners of
the Issuer (SEI 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. No assets of the Issuer have been
identified for sale or financing.
Item 5. Interest in Securities of the Issuer
As of February 28, 1995, SEI owned 40,297 Units, which constitute
approximately 61.1% of the total number of Units outstanding on February
28, 1995 of 66,000.
SEI has the sole power to vote and the sole power to dispose of the
40,297 Units owned by it.
During the 60-day period ending February 28, 1995, SEI 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
---------------- ----------- ------ ----------- -----
SEI 1/01/95 20 <F1> $390.00
1/01/95 20 <F2> $325.00
1/01/95 5 <F2> $345.00
1/01/95 20 <F2> $359.18
2/28/95 15,767 cash tender $400.00
offer
_______________
<F1> Purchase directly from a Unitholder.
<F2> Purchase through a secondary firm.
To the best of SEI's knowledge, except as disclosed herein, SEI does
not have any beneficial ownership of any Units as of February 28, 1995 and
has not engaged in any transaction in any Units during the 60-day period
ending February 28, 1995.
Except as disclosed herein, no other person is known to SEI 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 SEI.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Except as disclosed herein, to the best knowledge of SEI, there are
at present no contracts, arrangements, understandings or relationships
(legal or otherwise) between SEI 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. SEI 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 SEI 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 - Credit Agreement by and among SEI, Wells Fargo Bank,
National Association, as agent, and the financial institutions party
thereto dated as of September 2, 1994 (the "Credit Agreement"). Filed
with SEI's Tender Offer Statement on Schedule 14D-1 relating to PS
Partners II, Ltd. filed on September 26, 1994 and incorporated herein by
reference.
Exhibit 2 - First Amendment to Credit Agreement dated as of December
22, 1994. Filed with SEI's Tender Offer Statement on Schedule 14D-1
relating to the Issuer filed on January 13, 1995 and incorporated herein
by reference.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 9, 1995 STORAGE EQUITIES, INC.
By: /S/ OBREN B. GERICH
-------------------------
Obren B. Gerich
Vice President
