UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
Storage Equities, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
862110 10 3
(CUSIP Number)
David Goldberg, 600 No. Brand Blvd., Glendale, California
91203-1241, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 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. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage Partners, Ltd., a California limited
partnership
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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
45,000
8 Shared Voting Power
N/A
9 Sole Dispositive Power
45,000
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
45,000
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.11%
14 Type of Reporting Person*
PN
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage Partners II, Ltd., a California limited
partnership
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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
5,000
8 Shared Voting Power
N/A
9 Sole Dispositive Power
5,000
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
5,000
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.01%
14 Type of Reporting Person*
PN
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage Properties, Ltd., a California limited
partnership
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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
39,911
8 Shared Voting Power
N/A
9 Sole Dispositive Power
39,911
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
39,911
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.09%
14 Type of Reporting Person*
PN
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage Properties IV, Ltd., a California
limited partnership
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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
274,675
8 Shared Voting Power
N/A
9 Sole Dispositive Power
274,675
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
274,675
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.65%
14 Type of Reporting Person*
PN
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage Properties V, Ltd., a California
limited partnership
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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
418,128
8 Shared Voting Power
N/A
9 Sole Dispositive Power
418,128
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
418,128
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.99%
14 Type of Reporting Person*
PN
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PS Insurance Company, Ltd.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
250,000
8 Shared Voting Power
N/A
9 Sole Dispositive Power
250,000
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
250,000
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.59%
14 Type of Reporting Person*
CO
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage Management, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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
512,639
8 Shared Voting Power
N/A
9 Sole Dispositive Power
512,639
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
512,639
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
1.22%
14 Type of Reporting Person*
CO
SCHEDULE 13D
CUSIP No. 862110 10 3
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. [x]
3 SEC Use Only
4 Source of Funds*
WC
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
4,980,861
8 Shared Voting Power
1,545,353 (see footnote 1 below)
9 Sole Dispositive Power
4,980,861
10 Shared Dispositive Power
1,545,353 (see footnote 1 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
6,526,214 (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)
15.52%
14 Type of Reporting Person*
CO
(1) Includes 45,000 shares held of record by Public Storage
Partners, Ltd., 5,000 shares held of record by Public Storage
Partners II, Ltd., 39,911 shares held of record by Public
Storage Properties, Ltd., 274,675 shares held of record by
Public Storage Properties IV, Ltd., 418,128 shares held of
record by Public Storage Properties V, Ltd., 250,000
shares held of record by PS Insurance Company, Ltd. and
512,639 shares held of record by Public Storage Management,
Inc.
SCHEDULE 13D
CUSIP No. 862110 10 3
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. [x]
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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
1,462,275
8 Shared Voting Power
6,555,683 (see footnote 2 below)
9 Sole Dispositive Power
1,462,275
10 Shared Dispositive Power
6,555,683 (see footnote 2 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
8,017,958 (see footnote 2 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
19.07%
14 Type of Reporting Person*
IN
(2) Includes 45,000 shares held of record by Public Storage
Partners, Ltd., 5,000 shares held of record by Public Storage
Partners II, Ltd., 39,911 shares held of record by Public
Storage Properties, Ltd., 274,675 shares held of record by
Public Storage Properties IV, Ltd., 418,128 shares held of
record by Public Storage Properties V, Ltd., 250,000
shares held of record by PS Insurance Company, Ltd.,
512,639 shares held of record by Public Storage Management,
Inc., Inc., 4,980,861 shares held of record by Public
Storage, Inc. and 29,469 shares held of record by
Parker Hughes Trust dtd 3/7/91.
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
B. Wayne Hughes, Jr.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF, 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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
335,563 (see footnote 3 below)
8 Shared Voting Power
950 (see footnote 4 below)
9 Sole Dispositive Power
335,563 (see footnote 3 below)
10 Shared Dispositive Power
950 (see footnote 4 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
336,513 (see footnotes 3 and 4 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.80%
14 Type of Reporting Person*
IN
(3) Includes 1,472 shares of common stock which can be acquired
upon conversion of 875 shares of the issuer's 8.25%
Convertible Preferred Stock which are beneficially owned by
B. Wayne Hughes, Jr.
(4) Includes 950 shares held of record jointly by B. Wayne
Hughes, Jr. and Tamara L. Hughes.
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Parker Hughes Trust No. 2
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
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
15,930
8 Shared Voting Power
N/A
9 Sole Dispositive Power
15,930
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
15,930
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.04%
14 Type of Reporting Person*
OO (Trust)
SCHEDULE 13D
CUSIP No. 862110 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tamara L. Hughes
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
571,929 (see footnote 5 below)
8 Shared Voting Power
16,880 (see footnote 6 below)
9 Sole Dispositive Power
571,929 (see footnote 5 below)
10 Shared Dispositive Power
16,880 (see footnote 6 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
588,809 (see footnotes 5 and 6 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
1.40%
14 Type of Reporting Person*
IN
(5) Includes 5,050 shares of common stock which can be acquired
upon conversion of 3,000 shares of the issuer's 8.25%
Convertible Preferred Stock which are held of record by
Tamara L. Hughes.
(6) Includes 950 shares held of record jointly by Tamara L.
Hughes and B. Wayne Hughes, Jr. and 15,930 shares held of
record by Parker Hughes Trust No. 2 dtd 12/24/92.
This Amendment No. 16 to Statement on Schedule 13D (the
"Amended and Restated Statement") amends and restates the
Statement on Schedule 13D dated March 3, 1989, as amended by
Amendment No. 1 dated September 7, 1989, Amendment No. 2 dated
March 27, 1990, Amendment No. 3 dated November 1, 1990, Amendment
No. 4 dated January 2, 1991, Amendment No. 5 dated November 4,
1991, Amendment No. 6 dated January 14, 1992, Amendment No. 7
dated December 28, 1992, Amendment No. 8 dated August 6, 1993,
Amendment No. 9 dated September 27, 1993, Amendment No. 10
dated December 28, 1993, Amendment No. 11 dated April 4, 1994,
Amendment No. 12 dated September 30, 1994, Amendment No. 13
dated November 11, 1994, Amendment No. 14 dated January 23, 1995
and Amendment No. 15 dated February 28, 1995.
Item 1. Security and Issuer
The class of securities to which this Statement on Schedule
13D relates is the common stock, par value $.10 per share (the
"Shares"), of Storage Equities, Inc., a California corporation
(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 Amendment No. 16 to Statement on Schedule 13D is being
filed by Public Storage Partners, Ltd. ("PSP1"), Public Storage
Partners II, Ltd. ("PSP2"), Public Storage Properties, Ltd. ("PSP3"),
Public Storage Properties IV, Ltd. ("PSP4"), Public Storage Properties
V, Ltd. ("PSP5"), PS Insurance Company, Ltd. ("PSIC"), Public Storage
Management, Inc. ("PSMI"), Public Storage, Inc. ("PSI"), B. Wayne
Hughes, B. Wayne Hughes, Jr., Parker Hughes Trust No. 2 and Tamara L.
Hughes (collectively, the "Reporting Persons") pursuant to an Amended
Joint Filing Agreement which was previously filed. The general
partner of PSP1 and PSP2 is PSI and the general partners of PSP3, PSP4
and PSP5 are PSI and B. Wayne Hughes. PSI Holdings, Inc. ("PSH"), a
California corporation, is the sole shareholder of PSI and PSI is
the sole shareholder of PSIC and PSMI. 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 shares of the Issuer held by PSH directly
or indirectly through its wholly-owned subsidiaries.
PSP1 is a California limited partnership. Its principal
business activity is the ownership and operation of self-storage
facilities. The principal address of PSP1 is 600 North Brand
Boulevard, Suite 300, Glendale, California 91203-1241. The sole
general partner of PSP1 is PSI.
PSP2 is a California limited partnership. Its principal
business activity is the ownership and operation of self-storage
facilities. The principal address of PSP2 is 600 North Brand
Boulevard, Suite 300, Glendale, California 91203-1241. The sole
general partner of PSP2 is PSI.
PSP3 is a California limited partnership. Its principal
business activity is the ownership and operation of self-storage
facilities. The principal address of PSP3 is 600 North Brand
Boulevard, Suite 300, Glendale, California 91203-1241. The sole
general partners of PSP3 are PSI and B. Wayne Hughes.
PSP4 is a California limited partnership. Its principal
business activity is the ownership and operation of self-storage
facilities. The principal address of PSP4 is 600 North Brand
Boulevard, Suite 300, Glendale, California 91203-1241. The sole
general partners of PSP4 are PSI and B. Wayne Hughes.
PSP5 is a California limited partnership. Its principal
business activity is the ownership and operation of self-storage
facilities. The principal address of PSP5 is 600 North Brand
Boulevard, Suite 300, Glendale, California 91203-1241. The sole
general partners of PSP5 are PSI and B. Wayne Hughes.
PSIC is a corporation organized under the laws of Bermuda.
It is a wholly-owned subsidiary of PSI and its principal business
activity is to reinsure casualty policies sold to tenants of
mini-warehouse facilities. The principal office of PSIC is
located at 41 Cedar Avenue, Hamilton, Bermuda.
PSMI is a corporation organized under the laws of the State
of California. It is a wholly-owned subsidiary of PSI and its
principal business activity is the management of mini-warehouse
facilities. The principal executive offices of PSMI are located
at 600 North Brand Boulevard, Suite 300, Glendale, California
91203-1241.
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. 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 and a
Director 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, PSH and 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 of the
Issuer; Vice President, Chief
Financial Officer and Secretary, or
Vice President and Secretary, 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 the
Chairman of the Board and Chief Executive Officer of the Issuer.
His business address is 600 North Brand Boulevard, Suite 300,
Glendale, California 91203-1241. Mr. Hughes is the father of
B. Wayne Hughes, Jr., Tamara L. Hughes and Parker Hughes (a
minor), the beneficiary of Parker Hughes Trust No. 2.
Mr. B. Wayne Hughes, Jr., a United States citizen, is a Vice
President-Acquisitions of the Issuer. His business address is
600 North Brand Boulevard, Suite 300, Glendale, California
91203-1241.
Parker Hughes Trust No. 2 is an irrevocable trust formed
under a trust agreement dated 12/24/92 and governed by the laws
of the State of California. Tamara L. Hughes is the trustee of
Parker Hughes Trust No. 2. Parker William Lawrence Hughes, a
minor son of B. Wayne Hughes, is the beneficiary of Parker Hughes
Trust No. 2. B. Wayne Hughes is the settlor of Parker Hughes
Trust No. 2. The address of Parker Hughes Trust No. 2 is 600
North Brand Boulevard, Suite 300, Glendale, California 91203-
1241.
Ms. Tamara L. Hughes, a United States citizen, is a Senior
Vice President and Chief Administrative Officer of PSMI. Her
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.
Because of the relationship among the Reporting Persons,
such Reporting Persons may be deemed a "group" within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934.
However, each of the Reporting Persons disclaims that he or it
constitutes such a group. In addition, except as otherwise
disclosed herein, each Reporting Person claims beneficial
ownership only of those Shares set out following his or its name
under Item 5 hereof and disclaims beneficial ownership of any
Shares covered by this Amended and Restated Statement owned by
any other Reporting Person. The filing of this Amended and
Restated Statement shall not be deemed an admission that the
Reporting Persons constitute such a group or that a Reporting
Person is a beneficial owner of Shares owned by any other
Reporting Person.
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 June 30, 1995, PSP1 owned a total of 45,000 Shares,
for which it paid an approximate aggregate purchase price
(including commissions) of $415,854. All funds used to purchase
such shares were obtained from PSP1's working capital.
As of June 30, 1995, PSP2 owned a total of 5,000 Shares,
for which it paid an approximate aggregate purchase price
(including commissions) of $67,500. All funds used to purchase
such shares were obtained from PSP2's working capital. (An
additional 62,400 Shares had been acquired by PSP2 prior to
September 1993 for an aggregate purchase price (including
commissions) of $515,736 with funds obtained from PSP2's working
capital; on September 1, 1993, PSP2 sold those 62,400 Shares to
PSI in a privately negotiated transaction for an aggregate price
of $828,360.)
As of June 30, 1995, PSP3 owned a total of 39,911 Shares.
These Shares were acquired as follows: PSP3 acquired a total of
124,911 Shares for an aggregate purchase price (including commissions)
of $1,132,889 with funds obtained from PSP3's working capital, and on
September 30, 1994 PSP3 sold 85,000 of these Shares to PSI in a
privately negotiated transaction for an aggregate price of $1,264,375.
As of June 30, 1995, PSP4 owned a total of 274,675 Shares,
for which it paid an approximate aggregate purchase price
(including commissions) of $3,392,466. All funds used to
purchase such shares were obtained from PSP4's working capital.
As of June 30, 1995, PSP5 owned a total of 418,128 Shares,
for which it paid an approximate aggregate purchase price
(including commissions) of $4,905,520. All funds used to
purchase such shares were obtained from PSP5's working capital.
As of June 30, 1995, PSIC owned a total of 250,000 Shares.
These Shares were acquired as follows: (i) for 148,300 of
these Shares, PSIC paid an approximate aggregate purchase
price (including commissions) of $1,725,883, which funds were
obtained from PSIC's working capital, (ii) 71,900 of these Shares
were originally acquired by PSI for an approximate aggregate
purchase price of $689,920 (with funds obtained from PSI's
working capital) and these Shares were subsequently transferred
to PSIC by PSI and (iii) the remaining 29,800 of these Shares
represent transaction fees earned in connection with the Issuer's
acquisition of limited partnership interests in affiliated real
estate limited partnerships (these Shares were transferred to
PSIC by PSI).
As of June 30, 1995, PSMI owned a total of 512,639 Shares,
for which it paid an approximate aggregate purchase price (including
commissions) of $7,255,672. All funds used to purchase such shares
were obtained from PSMI's working capital.
As of June 30, 1995, PSI owned a total of 4,980,861 Shares
(exclusive of Shares owned by PSP1, PSP2, PSP3, PSP4, PSP5, PSIC
and PSMI). These Shares were acquired as follows: (i) 165,882 of
these Shares represent transaction fees earned in connection with
the Issuer's acquisition of limited partnership interests in
affiliated real estate limited partnerships (118,931 of these
Shares were transferred by PSI to PSIC and subsequently
transferred back by PSIC to PSI), (ii) 833,133 Shares were issued
to PSI by the Issuer in seven separate transactions (relating to
46,612 Shares, 53,301 Shares, 6,728 Shares, 21,991 Shares, 51,294
Shares, 137,468 Shares and 515,739 Shares, respectively) in return
for certain assets acquired by the Issuer (in each case, the number
of Shares was determined based on a formula in the respective
agreement), (iii) 62,400 Shares were acquired by PSI from PSP2 in a
privately negotiated transaction for an aggregate price of $828,360,
with funds obtained from PSI's working capital, (iv) 87,966 Shares
were originally issued by the Issuer to PSI Associates II, Inc.
("PSA"), a California corporation which was a wholly-owned subsidiary
of PSI, in return for certain assets acquired by the Issuer (the
number of Shares was determined based on a formula in the agreement)
and these Shares were subsequently transferred to PSI by PSA, (v)
161,753 Shares were originally issued to PSA by the Issuer in return
for certain assets acquired by the Issuer (the number of Shares was
determined based on a formula in the agreement) and these Shares
were distributed by PSA to PSI on October 15, 1993 as a
liquidating distribution, (vi) 323,900 Shares were acquired for
an aggregate purchase price (including commissions) of $4,705,275,
with funds obtained from PSI's working capital, (vii) 85,000 Shares
were acquired by PSI from PSP3 on September 30, 1994 in a privately
negotiated transaction for an aggregate price of $1,264,375, with
funds obtained from PSI's working capital, (viii) pursuant to a
merger of Public Storage Properties VIII, Inc. ("PSP8") into the
Issuer (the "PSP8 Merger") which was effective September 30, 1994,
PSI acquired 845,206 Shares of the Issuer in exchange for the
surrender of 591,467 shares of PSP8 common stock series A (the terms
of the PSP8 Merger are set forth in the Agreement and Plan of
Reorganization between PSP8 and the Issuer dated as of April 14,
1994 and the related Agreement of Merger, which were filed with the
Issuer's Registration Statement on Form S-4 (File No. 33-54557)),
(ix) pursuant to a merger of Public Storage Properties VI, Inc.
("PSP6") into the Issuer (the "PSP6 Merger") which was effective
February 28, 1995, PSI acquired 948,747 Shares of the Issuer in
exchange for the surrender of 550,317 shares of PSP6 common stock
series A (the terms of the PSP6 Merger are set forth in the Agreement
and Plan of Reorganization between PSP6 and the Issuer dated as of
September 26, 1994 and the related Agreement of Merger, which were
filed with the Issuer's Registration Statement on Form S-4 (File No.
33-56925)), (x) 283,849 Shares were issued to PSI by the Issuer on
March 29, 1995 in three separate transactions (relating to 82,715
Shares, 125,598 Shares and 75,536 Shares, respectively) in return for
certain assets acquired by the Issuer (in each case, the number of
Shares was determined in the respective agreement), (xi) pursuant to a
merger of Public Storage Properties VII, Inc. ("PSP7") into the Issuer
(the "PSP7 Merger") which was effective June 30, 1995, PSI acquired
978,191 Shares of the Issuer in exchange for the surrender of 846,919
shares of PSP7 common stock series A (the terms of the PSP7 Merger are
set forth in the Agreement and Plan of Reorganization between PSP7 and
the Issuer dated as of February 2, 1995 and the related Agreement of
Merger, which were filed with the Issuer's Registration Statement on
Form S-4 (File No. 33-58893)) and (xii) 204,834 Shares were issued to
PSI by the Issuer on June 30, 1995 in return for certain assets
acquired by the Issuer (the number of Shares was determined in the
agreement).
As of June 30, 1995, Mr. B. Wayne Hughes owned a total of
1,491,744 Shares (exclusive of Shares owned by PSP1, PSP2, PSP3,
PSP4, PSP5, PSIC, PSMI and PSI). These Shares were acquired as
follows: (i) 550,149 Shares were acquired for an approximate
aggregate purchase price (including commissions) of $7,650,092,
which funds were obtained from Mr. Hughes' personal funds, (ii)
pursuant to the PSP8 Merger, B. Wayne Hughes, Trustee for B.W. Hughes
Living Trust acquired 206,892 Shares of the Issuer in exchange for the
surrender of 144,781 shares of PSP8 common stock series A, (iii)
156,100 Shares were acquired by B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust from Harkham Industries, Inc. (DBA Jonathan
Martin, Inc.), a corporation wholly owned by Uri P. Harkham, a
director of the Issuer, on November 30, 1994 in a privately negotiated
transaction for an aggregate price of $2,107,350, with funds obtained
from Mr. Hughes' personal funds, (iv) 27,400 of these Shares were
originally acquired by Mr. Hughes' wife, Kathleen Becker Hughes, as
custodian (under the Uniform Transfer to Minors Act) for their son
Parker Hughes (the "Custodial Account") for an approximate aggregate
purchase price (including commissions) of $248,612 using funds
contributed by Mr. Hughes, and these Shares were subsequently
transferred from the Custodial Account to Kathleen Becker Hughes,
Trustee FBO Parker Hughes Trust dtd 3/7/91 ("Parker Hughes Trust
No. 1") (Parker Hughes Trust No. 1 is an irrevocable trust governed
by the laws of the State of California, B. Wayne Hughes is the settlor
of Parker Hughes Trust No. 1 and Parker Hughes is the beneficiary of
Parker Hughes Trust No. 1), (v) 157,328 Shares were acquired as
follows: (a) pursuant to the PSP6 Merger, B. Wayne Hughes, Trustee for
B.W. Hughes Living Trust acquired a total of 250,351 Shares of the
Issuer in exchange for the surrender of 145,215 shares of PSP6 common
stock series A and (b) on May 11, 1995, B. Wayne Hughes, Trustee for
B.W. Hughes Living Trust transferred 93,023 of these Shares to a third
party as a gift, (vi) pursuant to the PSP6 Merger, Parker Hughes Trust
No. 1 acquired 2,069 Shares of the Issuer in exchange for the surrender
of 1,200 shares of PSP6 common stock series A, (vii) 142,917 Shares
were acquired by B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
from B. Wayne Hughes, Jr. on February 28, 1995 in a privately
negotiated transaction for an aggregate price of $2,038,000 consisting
of the cancellation of $2,038,000 of debt of B. Wayne Hughes, Jr. to
B. Wayne Hughes and (viii) pursuant to the PSP7 Merger, B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust acquired 248,889 Shares of
the Issuer in exchange for the surrender of 215,488 shares of PSP7
common stock series A.
As of June 30, 1995, Mr. B. Wayne Hughes, Jr. and Tamara
L. Hughes owned jointly a total of 950 Shares, for which they
paid an approximate aggregate purchase price (including
commissions) of $9,921. All funds used to purchase such Shares
were obtained from their personal funds.
As of June 30, 1995, Mr. B. Wayne Hughes, Jr. owned (or
was deemed to own) a total of 335,563 Shares (exclusive of Shares
owned jointly by B. Wayne Hughes, Jr. and Tamara L. Hughes).
These Shares were acquired (or deemed to be acquired) as follows:
(i) 230,234 Shares were acquired for an approximate aggregate
purchase price (including commissions) of $2,796,815, which funds
were obtained from Mr. Hughes, Jr.'s personal funds, (ii) pursuant to
the PSP8 Merger, (a) B. Wayne Hughes, Jr. acquired 179 Shares of the
Issuer in exchange for the surrender of 125 shares of PSP8 common
stock series A and (b) B. Wayne Hughes, Jr. as custodian for his
daughter acquired 286 Shares of the Issuer in exchange for the
surrender of 200 shares of PSP8 common stock series A, (iii) 1,472
Shares can be acquired upon conversion of 875 shares of the Issuer's
8.25% Convertible Preferred Stock which are beneficially owned by B.
Wayne Hughes, Jr. (the Issuer's 8.25% Convertible Preferred Stock
(the "Convertible Preferred Stock") is convertible into common
stock, at the option of the holder, based on a conversion rate of
1.6835-for-1; cash would be paid for fractional shares based on the
market price of the common stock on the conversion date), and the
875 shares of Convertible Preferred Stock were acquired for an
approximate aggregate purchase price (including commissions) of
$24,588, which funds were obtained from Mr. Hughes, Jr.'s personal
funds and (iv) the balance of the Shares (103,392 Shares) were
acquired as follows: (a) in April 1994, B. Wayne Hughes, Jr. acquired
a total of 526,300 Shares for an approximate aggregate purchase price
(including commissions) of $7,383,989, of which funds $4,750,000 was
borrowed under Mr. Hughes, Jr.'s credit agreement with Wells Fargo
Bank which is referenced under Item 7, Exhibit 2 (the "Wells Fargo
Note") and $2,633,989 was advanced by PSI (the "PSI Note"), and the
PSI Note bears interest at Wells Fargo Bank's prime rate plus 0.50%,
was due in April 1995 and is currently payable on demand, (b) the Wells
Fargo Note was subsequently paid off in full, of which $2,038,000 was
paid with funds advanced to B. Wayne Hughes, Jr. by B. Wayne Hughes
(the "B. Wayne Hughes Note"), $1,484,000 was paid with funds advanced
to B. Wayne Hughes, Jr. by Tamara L. Hughes (the "Tamara Hughes Note")
and the balance was paid with Mr. Hughes, Jr.'s funds, (c) on February
1, 1995, Mr. Hughes, Jr. sold 279,991 of these Shares to Tamara L.
Hughes in a privately negotiated transaction for an aggregate price of
$3,992,671 consisting of the cancellation of the Tamara Hughes Note and
the assumption by Tamara L. Hughes of $2,508,671 of the PSI Note and
(d) on February 28, 1995, Mr. Hughes, Jr. sold 142,917 of these Shares
to B. Wayne Hughes in a privately negotiated transaction for an
aggregate price of $2,038,000 consisting of the cancellation of the
B. Wayne Hughes Note.
As of June 30, 1995, Parker Hughes Trust No. 2 owned a
total of 15,930 Shares. These Shares were acquired as follows:
(i) 12,500 Shares were acquired for an approximate aggregate purchase
price (including commissions) of $165,392, with funds obtained from
the assets of Parker Hughes Trust No. 2, which were contributed by
Mr. B. Wayne Hughes, the settlor of Parker Hughes Trust No. 2 and (ii)
pursuant to the PSP8 Merger, Parker Hughes Trust No. 2 acquired 3,430
Shares of the Issuer in exchange for the surrender of 2,400 shares of
PSP8 common stock series A.
As of June 30, 1995, Ms. Tamara L. Hughes owned (or was
deemed to own) a total of 571,929 Shares (exclusive of Shares
owned jointly by Tamara L. Hughes and B. Wayne Hughes, Jr. and
Shares owned by Parker Hughes Trust No. 2). These Shares were
acquired (or deemed to be acquired) as follows: (i) 286,888
Shares were acquired for an approximate aggregate purchase price
(including commissions) of $2,587,675, which funds were obtained
from Ms. Hughes' personal funds, (ii) 5,050 Shares can be
acquired upon conversion of 3,000 shares of Convertible Preferred
Stock which are held of record by Tamara L. Hughes, and the 3,000
shares of Convertible Preferred Stock were acquired for an
approximate aggregate purchase price (including commissions) of
$82,740, which funds were obtained from Ms. Hughes' personal
funds and (iii) 279,991 Shares were acquired by Tamara L. Hughes from
B. Wayne Hughes, Jr. on February 1, 1995 in a privately negotiated
transaction for an aggregate price of $3,992,671 consisting of the
cancellation of the Tamara Hughes Note and the assumption by Tamara L.
Hughes of $2,508,671 of the PSI Note.
Item 4. Purpose of Transaction
The purpose of the acquisition of Shares by the Reporting
Persons is for investment as part of the general investment
portfolio of the Reporting Persons acquiring such Shares. The
Reporting Persons believe that Issuer's shares of common stock
represent a good investment.
The Reporting Persons intend to review their investments in
the Issuer on a continuing basis and may, at any time, consistent
with the Reporting Persons' obligations under the federal
securities laws, determine to increase or decrease their ownership
of Shares through purchases or sales of Shares in the open market
or in privately negotiated transactions. Such determination will
depend on various factors, including the Issuer's business
prospects, other developments concerning the Issuer, general
economic conditions, money and stock market conditions, and any
other facts and circumstances which may become known to the
Reporting Persons regarding their investments in the Issuer. At
this time, one or more of the Reporting Persons and their
affiliates intend to continue to purchase Shares in the open
market or in privately negotiated transactions.
By virtue of the purchase of the Shares, the Reporting
Persons have no plans or proposals which relate to or would
result in (i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer; (ii)
a sale or transfer of a material amount of assets of the Issuer;
(iii) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the
number or term of directors or fill any position, vacancies on
the boards; (iv) any material change in the present
capitalization or dividend policy of the Issuer; (v) any other
material change in the Issuer's business or corporate structure;
(vi) changes in the Issuer's articles of incorporation or bylaws
or other actions which may impede the acquisition or control of
the Issuer by any person; (vii) any class of securities of the
Issuer to be delisted from the national securities exchange or
cease to be quoted in an inter-dealer quotation system of a
registered national securities association; (viii) a class of
equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(d)(4) of the
Securities Exchange Act of 1934; or (ix) any action similar to
any of those described above.
B. Wayne Hughes is Chairman of the Board and Chief Executive
Officer of the Issuer and, in his capacity as such, may, from
time to time, propose to Issuer's board of directors a wide
variety of types of transactions, including transactions similar
to those described above.
Item 5. Interest in Securities of the Issuer
As of June 30, 1995, each Reporting Person owned (or was
deemed to own) the aggregate number of Shares set forth below
opposite his, her or its name. Such Shares constitute approximately
21.27%, in the aggregate, of the approximate total number of Shares
outstanding (or deemed to be outstanding) on June 30, 1995 of
42,051,266.
<TABLE>
<CAPTION>
Approximate % of
Reporting Person No. of Shares Shares Outstanding
---------------- ------------- ------------------
<S> <C> <C>
PSP1 45,000 0.11%
PSP2 5,000 0.01%
PSP3 39,911 0.09%
PSP4 274,675 0.65%
PSP5 418,128 0.99%
PSIC 250,000 0.59%
PSMI 512,639 1.22%
PSI 4,980,861 <F1> 11.85%
B. Wayne Hughes 1,491,744 <F2> 3.55%
B. Wayne Hughes, Jr. and
Tamara L. Hughes 950 <F3> --
B. Wayne Hughes, Jr. 335,563 <F4> 0.80%
Parker Hughes Trust No. 2 15,930 0.04%
Tamara L. Hughes 571,929 <F5> 1.36%
--------- -----
Total 8,942,330 21.27%
<FN>
<F1> Excludes 45,000 Shares held of record by PSP1, 5,000 Shares
held of record by PSP2, 39,911 Shares held of record by PSP3,
274,675 Shares held of record by PSP4, 418,128 Shares held of
record by PSP5, 250,000 Shares held of record by PSIC and
512,639 Shares held of record by PSMI.
<F2> Includes 1,454,742 Shares held of record by the B.W. Hughes
Living Trust as to which Mr. Hughes has voting and
dispositive power, 1,356 and 1,351 Shares, respectively,
held by custodians of individual retirement accounts for Mr.
Hughes and Mr. Hughes' wife as to which each has investment
and dispositive power, 4,826 Shares held by Mr. Hughes' wife
as to which she has investment and dispositive power and
29,469 Shares held of record by Parker Hughes Trust No. 1 as
to which Mr. Hughes' wife, Kathleen Becker Hughes, as trustee
of Parker Hughes Trust No. 1, has voting and dispositive
power. Excludes 45,000 Shares held of record by PSP1, 5,000
Shares held of record by PSP2, 39,911 Shares held of record by
PSP3, 274,675 Shares held of record by PSP4, 418,128 Shares
held of record by PSP5, 250,000 Shares held of record by PSIC,
512,639 Shares held of record by PSMI and 4,980,861 Shares held
of record by PSI; see the next paragraph regarding Mr. Hughes'
right to direct the voting and disposition of these Shares.
<F3> Shares held of record jointly by Mr. Hughes, Jr. and Tamara
Hughes as to which they have joint voting and dispositive
power.
<F4> Includes 1,231 and 214 Shares, respectively, held by
custodians of individual retirement accounts for Mr. Hughes,
Jr. and Mrs. Hughes, Jr. as to which each has investment and
dispositive power, 3,496 Shares and 2,960 Shares,
respectively, held by Mr. Hughes, Jr. as custodian (under
the Uniform Transfer to Minors Act) for their daughter and
their son, respectively, as to which Mr. Hughes, Jr. has
voting and dispositive power, and 2,265 Shares held by Mrs.
Hughes, Jr. as custodian (under the Uniform Transfer to
Minors Act) for their daughter, as to which Mrs. Hughes, Jr.
has voting and dispositive power. Also includes (i) 589
Shares which can be acquired upon conversion of 350 Shares
of Convertible Preferred Stock, which Shares of Convertible
Preferred Stock are held by Mr. Hughes, Jr. as custodian
(under the Uniform Transfer to Minors Act) for their
daughter and (ii) 883 Shares which can be acquired upon
conversion of 525 Shares of Convertible Preferred Stock,
which Shares of Convertible Preferred Stock are held by Mrs.
Hughes, Jr. as custodian (under the Uniform Transfer to
Minors Act) for their daughter. Excludes 950 Shares held of
record jointly by Mr. Hughes, Jr. and Tamara Hughes.
<F5> Includes 1,353 Shares held by a custodian of an individual
retirement account for Tamara Hughes as to which she has
investment and dispositive power and 1,300 Shares held by
Tamara Hughes' husband as to which he has investment and
dispositive power. Also includes 5,050 Shares which can be
acquired upon conversion of 3,000 Shares of Convertible
Preferred Stock, which Shares of Convertible Preferred Stock
are held of record by Tamara Hughes. Excludes 950 Shares
held of record jointly by Tamara Hughes and Mr. Hughes, Jr.
and 15,930 Shares held of record by Parker Hughes Trust No. 2
as to which Tamara Hughes, as trustee of Parker Hughes Trust
No. 2, has voting and dispositive power.
</TABLE>
B. Wayne Hughes has the sole power to vote and dispose of
the Shares of the Issuer held directly by him or by the B.W.
Hughes Living Trust. B. Wayne Hughes' wife, Kathleen Becker
Hughes, as trustee of Parker Hughes Trust No. 1, has the sole
power to vote and dispose of the Shares of the Issuer held by
Parker Hughes Trust No. 1. 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, his
indirect ownership interests of PSI, PSIC and PSMI through his
interest as a shareholder of PSH and his position as a general
partner of PSP3, PSP4 and PSP5), has the sole power to direct the
vote and disposition of the Shares of the Issuer held by (or
committed to be issued to) PSP1, PSP2, PSP3, PSP4, PSP5, PSIC, PSMI
and PSI. B. Wayne Hughes, Jr. has the sole power to vote and dispose
of the Shares of the Issuer held directly by him or by him as
custodian for his son and his daughter, and Mrs. Hughes, Jr. has
the sole power to vote and dispose of the Shares of the Issuer
held by her as custodian for their daughter. Tamara L. Hughes has
the sole power to vote and dispose of the Shares of the Issuer
held directly by her. Tamara L. Hughes, as trustee of Parker
Hughes Trust No. 2, has the sole power to vote and dispose of the
Shares of the Issuer held by Parker Hughes Trust No. 2.
During the 60-day period ending June 30, 1995, the Reporting
Persons purchased or sold the number of Shares in the transactions,
on the transaction dates and at the prices per Share (not including
commissions) set forth below opposite his, her or its name.
<TABLE>
<CAPTION>
No. of Type Price
Transaction Shares of per
Reporting Person Date Bought Transaction Share
---------------- ----------- -------- ----------- -----
<S> <C> <C> <C> <C>
PSI 6/30/95 978,191 <F1> <F1>
6/30/95 204,834 <F2> <F2>
B. Wayne Hughes 6/30/95 248,889 <F3> <F3>
<FN>
<F1> Pursuant to the PSP7 Merger, PSI acquired 978,191 Shares of the
Issuer in exchange for the surrender of 846,919 shares of PSP7
common stock series A.
<F2> These 204,834 Shares were issued to PSI by the Issuer on June 30,
1995 in return for certain assets acquired by the Issuer. The
number of Shares was determined in the agreement.
<F3> Pursuant to the PSP7 Merger, B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust acquired 248,889 Shares of the Issuer in
exchange for the surrender of 215,488 shares of PSP7 common stock
series A.
</TABLE>
On May 11, 1995, B. Wayne Hughes, Trustee for B.W. Hughes Living
Trust transferred 93,023 Shares to a third party as a gift.
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 Shares as of June 30, 1995,
or has engaged in any transaction in any Shares during the 60-day
period ending June 30, 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 dividends from, or the proceeds from the sale
of, the Shares 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.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Amended Joint Filing Agreement was previously filed.
Exhibit 2 - Credit Agreement between B. Wayne Hughes, Jr. and
Wells Fargo Bank dated as of April 11, 1994 was previously filed.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Amendment
No. 16 to Statement on Schedule 13D is true, complete and correct.
Dated: July 3, 1995 PUBLIC STORAGE PARTNERS, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/B. WAYNE HUGHES
-------------------
B. Wayne Hughes
President
PUBLIC STORAGE PARTNERS II, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/B. WAYNE HUGHES
-------------------
B. Wayne Hughes
President
PUBLIC STORAGE PROPERTIES, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/B. WAYNE HUGHES
-------------------
B. Wayne Hughes
President
PUBLIC STORAGE PROPERTIES IV, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/B. WAYNE HUGHES
-------------------
B. Wayne Hughes
President
PUBLIC STORAGE PROPERTIES V, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/B. WAYNE HUGHES
-------------------
B. Wayne Hughes
President
PS INSURANCE COMPANY, LTD.
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich,
Vice President
PUBLIC STORAGE MANAGEMENT, INC.
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich,
Vice President
PUBLIC STORAGE, INC.
By: /s/B. WAYNE HUGHES
-------------------
B. Wayne Hughes,
President
/s/B. WAYNE HUGHES
----------------------
B. Wayne Hughes
/s/B. WAYNE HUGHES, JR.
----------------------
B. Wayne Hughes, Jr.
/s/TAMARA LYNN HUGHES, TRUSTEE
----------------------
Tamara Lynn Hughes, Trustee FBO
Parker Hughes Trust No. 2 DTD
12/24/92
/s/TAMARA L. HUGHES
----------------------
Tamara L. Hughes
