UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Public Storage, Inc.
(formerly Storage Equities, Inc.)
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
74460D 10 9
(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)
November 16, 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. 74460D 10 9
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
300,000
8 Shared Voting Power
N/A
9 Sole Dispositive Power
300,000
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
300,000
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.42%
14 Type of Reporting Person*
CO
SCHEDULE 13D
CUSIP No. 74460D 10 9
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
19,696,564
8 Shared Voting Power
329,469 (see footnote 2 below)
9 Sole Dispositive Power
19,696,564
10 Shared Dispositive Power
329,469 (see footnote 2 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
20,026,033 (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)
27.79%
14 Type of Reporting Person*
IN
(2) Includes 300,000 shares held of record by PS Insurance Company,
Ltd. and 29,469 shares held of record by Parker Hughes Trust dtd
3/7/91.
SCHEDULE 13D
CUSIP No. 74460D 10 9
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
907,521 (see footnote 3 below)
8 Shared Voting Power
950 (see footnote 4 below)
9 Sole Dispositive Power
907,521 (see footnote 3 below)
10 Shared Dispositive Power
950 (see footnote 4 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
908,471 (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)
1.26%
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. 74460D 10 9
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)
0.02%
14 Type of Reporting Person*
OO (Trust)
SCHEDULE 13D
CUSIP No. 74460D 10 9
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
16,948,368 (see footnote 5 below)
8 Shared Voting Power
316,880 (see footnote 6 below)
9 Sole Dispositive Power
16,948,368 (see footnote 5 below)
10 Shared Dispositive Power
316,880 (see footnote 6 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
17,265,248 (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)
23.96%
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 300,000 shares held of record by PS Insurance Company,
Ltd., 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. 17 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, Amendment No. 15
dated February 28, 1995 and Amendment No. 16 dated June 30, 1995
("Amendment No. 16").
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 Public Storage, Inc., a California corporation formerly known
as Storage Equities, Inc. (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. 17 to Statement on Schedule 13D is being filed
by PS Insurance Company, Ltd. ("PSIC"), B. Wayne Hughes, B. Wayne
Hughes, Jr. and Tamara L. Hughes, as reporting persons (collectively,
the "Reporting Persons") and by Public Storage Partners, Ltd. ("PSP1"),
Public Storage Partners II, Ltd. ("PSP2"), Public Storage Properties,
Ltd. ("PSP3"), Public Storage Properties IV, Ltd. ("PSP4") and Public
Storage Properties V, Ltd. ("PSP5") as persons withdrawing as reporting
persons (collectively, the "Withdrawing Persons"). The Reporting
Persons and the Withdrawing Persons have previously filed an Amended
Joint Filing Agreement. Amendment No. 16 was filed by the Reporting
Persons, the Withdrawing Persons, Public Storage Management, Inc.
("PSMI") and Public Storage, Inc. ("Old PSI"). Prior to the
Restructuring and PSMI Merger described below, (i) the general partner
of PSP1 and PSP2 was Old PSI and the general partners of PSP3, PSP4
and PSP5 were Old PSI and B. Wayne Hughes, (ii) PSI Holdings, Inc.
("PSH") was the sole shareholder of Old PSI and Old PSI was the sole
shareholder of PSIC and PSMI, (iii) substantially all of the stock of
PSH was held 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 (collectively,
the "Hughes Family") and (iv) pursuant to a resolution of the Board of
Directors of PSH, B. Wayne Hughes, the President, Chief Executive
Officer and a director of PSH, had the sole right to vote and dispose
of the shares of the Issuer held by PSH directly or indirectly through
its wholly-owned subsidiaries.
On November 16, 1995, PSMI was merged with and into the Issuer
(the "PSMI Merger") pursuant to an Agreement and Plan of Reorganization
dated as of June 30, 1995 and an Amendment to Agreement and Plan of
Reorganization dated as of November 13, 1995, each among the Issuer,
Old PSI and PSMI (collectively, the "Agreement and Plan of
Reorganization"). Prior to the PSMI Merger, (i) PSIC was distributed,
in a spin-off intended to qualify as tax-free under Section 355 of the
Internal Revenue Code, to the Hughes Family and (ii) Old PSI was merged
with and into PSH, which was followed by the merger of PSH with and
into PSMI (collectively, the "Restructuring"). At the time of the PSMI
Merger, substantially all of the stock of PSMI was held by the Hughes
Family as follows: 46.6% by B. Wayne Hughes, as trustee of the B.W.
Hughes Living Trust, 46.5% by Tamara L. Hughes and 6.7% by B. Wayne
Hughes, Jr. As a result of the Restructuring and the PSMI Merger, Old
PSI, PSH and PSMI ceased to exist. In connection with the PSMI Merger,
the Issuer changed its name from Storage Equities, Inc. to Public
Storage, Inc. As a result of the Restructuring and the PSMI Merger,
the Issuer became the corporate general partner of PSP1, PSP2, PSP3,
PSP4 and PSP5 in place of Old PSI (B. Wayne Hughes continues as a
general partner of PSP3, PSP4 and PSP5). After the PSMI Merger, the
voting and disposition of the Shares of the Issuer held by PSP1, PSP2,
PSP3, PSP4 and PSP5 will be determined by a majority of the Issuer's
independent directors. Accordingly, it has been determined that PSP1,
PSP2, PSP3, PSP4 and PSP5 are no longer reporting persons, and the
Shares of the Issuer owned by PSP1, PSP2, PSP3, PSP4 and PSP5 are no
longer included in this Amended and Restated Statement.
PSIC is a corporation organized under the laws of Bermuda. It is
owned by the Hughes Family as follows: 45.4% by B. Wayne Hughes, 46.8%
by Tamara L. Hughes and 7.8% by B. Wayne Hughes, Jr. 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.
Mr. B. Wayne Hughes, a United States citizen, is 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-Real Estate Division 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 Vice
President-Administration Division of the Issuer. Her business
address is 600 North Brand Boulevard, Suite 300, Glendale, California
91203-1241.
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
In the PSMI Merger, the Issuer acquired a significant amount of
real estate related assets and as a result of the PSMI Merger, the
Issuer became self-advised and self-managed. The aggregate
consideration payable by the Issuer in the PSMI Merger to the
shareholders of PSMI consists of (i) 30,000,000 Shares of the Issuer
(subject to post-closing adjustment) having a market value of $16.088
per share based on the average closing price of the Issuer's common
stock on the New York Stock Exchange for the 30 consecutive trading
days ending on June 29, 1995, the day prior to the date the Agreement
and Plan of Reorganization was executed, and $17.75 per share based on
the closing price of the Issuer's common stock on the New York Stock
Exchange on November 16, 1995, the effective date of the PSMI Merger,
(ii) 7,000,000 shares of Class B Common Stock (issuable post-closing)
and (iii) assumption of $68 million of PSMI debt and consolidated
property debt of $4.7 million. Substantially all of the consideration
payable in the PSMI Merger is payable to the Hughes Family. The
6,412,210 Shares of the Issuer that were owned by PSMI at the effective
time of the PSMI Merger were cancelled in the PSMI Merger, and an equal
number of Shares will be issued to the Hughes Family (in the
approximate amounts indicated below) as a post-closing adjustment to
replace the Shares that were owned by PSMI and cancelled in the PSMI
Merger. For a detailed description of the PSMI Merger, see the
Issuer's definitive proxy statement dated October 11, 1995.
As of November 16, 1995, PSIC owned a total of 300,000 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 Old PSI for an approximate aggregate purchase price of $689,920
(with funds obtained from Old PSI's working capital) and these Shares
were subsequently transferred to PSIC by Old PSI and (iii) the
remaining 79,800 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 Old PSI).
As of November 16, 1995, Mr. B. Wayne Hughes owned (or was deemed
to own) a total of 19,726,033 Shares (exclusive of Shares owned by
PSIC). These Shares were acquired (or deemed to be acquired) as
follows: (i) 17,595 Shares were acquired as follows: (a) 550,212
Shares were acquired for an approximate aggregate purchase price
(including commissions) of $7,651,315, which funds were obtained from
Mr. Hughes' personal funds, and (b) on November 14, 1995, B. Wayne
Hughes, Trustee for the B.W. Hughes Living Trust sold 532,617 of these
Shares to PSMI for an aggregate price of $9,453,952, (ii) pursuant to a
merger of Public Storage Properties VIII, Inc. ("PSP8") into the Issuer
(the "PSP8 Merger") which was effective September 30, 1994, 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 (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)), (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, and on November 14, 1995, B. Wayne
Hughes, Trustee for the B.W. Hughes Living Trust sold these 156,100
Shares to PSMI for an aggregate price of $2,770,775, (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 a merger of Public Storage
Properties VI, Inc. ("PSP6") into the Issuer (the "PSP6 Merger") which
was effective February 28, 1995, 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 (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)), 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, (viii) 87,135 Shares were acquired as follows: (a) pursuant to
a merger of Public Storage Properties VII, Inc. ("PSP7") into the
Issuer (the "PSP7 Merger") which was effective June 30, 1995, 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 (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)), (b) on September 6, 1995, B. Wayne Hughes, Trustee for
the B.W. Hughes Living Trust transferred 96,000 of these Shares to a
third party as a gift and (c) on November 1, 1995, B. Wayne Hughes,
Trustee for the B.W. Hughes Living Trust transferred 65,754 of these
Shares to a third party as a gift, (ix) pursuant to the PSMI Merger,
B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust was issued
16,089,553 Shares on November 16, 1995, which Shares are subject to
certain post-closing adjustments and (x) as a post-closing adjustment
to the Shares issued pursuant to the PSMI Merger, B. Wayne Hughes,
Trustee for the B.W. Hughes Living Trust is expected to be issued,
within 60 days of the effective date of the PSMI Merger, approximately
2,995,144 Shares to replace an equal number of Shares that were owned
by PSMI at the effective time of the PSMI Merger and cancelled in the
PSMI Merger.
As of November 16, 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 November 16, 1995, Mr. B. Wayne Hughes, Jr. owned (or was
deemed to own) a total of 907,521 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) 230,244
Shares were acquired for an approximate aggregate purchase price
(including commissions) of $2,796,974, 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, (iv) 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 Old PSI (the "Old PSI Note"), and the Old
PSI Note bore interest at Wells Fargo Bank's prime rate plus 0.50%,
(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 Old 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, (v) pursuant to the PSMI
Merger, B. Wayne Hughes, Jr. was issued 144,254 Shares on November 16,
1995, which Shares are subject to certain post-closing adjustments and
(vi) as a post-closing adjustment to the Shares issued pursuant to the
PSMI Merger, B. Wayne Hughes, Jr. is expected to be issued, within 60
days of the effective date of the PSMI Merger, approximately 427,694
Shares to replace an equal number of Shares that were owned by PSMI at
the effective time of the PSMI Merger and cancelled in the PSMI Merger.
As of November 16, 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 November 16, 1995, Ms. Tamara L. Hughes owned (or was deemed
to own) a total of 16,948,368 Shares (exclusive of Shares owned by
PSIC, 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) 286,920 Shares
were acquired for an approximate aggregate purchase price (including
commissions) of $2,588,296, 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, (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 Old PSI Note, and on November 14, 1995,
Tamara L. Hughes sold these 279,991 Shares to PSMI for an aggregate
price of $4,969,840, a portion of which was used to pay off Tamara
Hughes' portion of the Old PSI Note, (iv) pursuant to the PSMI Merger,
Tamara L. Hughes was issued 13,667,026 Shares on November 16, 1995,
which Shares are subject to certain post-closing adjustments and (v) as
a post-closing adjustment to the Shares issued pursuant to the PSMI
Merger, Tamara L. Hughes is expected to be issued, within 60 days of
the effective date of the PSMI Merger, approximately 2,989,372 Shares
to replace an equal number of Shares that were owned by PSMI at the
effective time of the PSMI Merger and cancelled in the PSMI Merger.
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 November 16, 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
52.59%, in the aggregate, of the approximate total number of Shares
outstanding (or deemed to be outstanding) on November 16, 1995 of
72,070,805.
<TABLE>
<CAPTION>
Approximate % of
Reporting Person No. of Shares Shares Outstanding
---------------- --------------- ------------------
<S> <C> <C>
PSIC 300,000 0.42%
B. Wayne Hughes 19,726,033 <F1> 27.37%
B. Wayne Hughes, Jr. and
Tamara L. Hughes 950 <F2> --
B. Wayne Hughes, Jr. 907,521 <F3> 1.26%
Parker Hughes Trust No. 2 15,930 0.02%
Tamara L. Hughes 16,948,368 <F4> 23.52%
---------- -----
Total 37,898,802 52.59%
<FN>
<F1> Includes 19,688,968 Shares held (or to be held) of record by
the B.W. Hughes Living Trust as to which Mr. Hughes has voting
and dispositive power, 1,387 and 1,383 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 300,000 Shares held of record by PSIC as to
which Mr. Hughes and Tamara Hughes share voting and dispositive
power.
<F2> Shares held of record jointly by Mr. Hughes, Jr. and Tamara
Hughes as to which they have joint voting and dispositive
power.
<F3> 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.
<F4> Includes 1,385 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 300,000 Shares
held of record by PSIC as to which Mr. Hughes and Tamara Hughes
share voting and dispositive power, 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 and Tamara L. Hughes share the power to vote and
dispose of the Shares of the Issuer held by PSIC. 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, 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 November 16, 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>
Price
Transaction No. of Type of per
Reporting Person Date Shares Bought Transaction Share
---------------- ----------- --------------- ----------- -----
<S> <C> <C> <C> <C>
B. Wayne Hughes 10/02/95 30 <F1> open market $18.50
B. Wayne Hughes 11/16/95 19,084,697 <F2> PSMI Merger <F3>
B. Wayne Hughes, Jr. 11/16/95 571,948 <F4> PSMI Merger <F3>
Tamara L. Hughes 10/02/95 15 <F5> open market $18.50
Tamara L. Hughes 11/16/95 16,656,398 <F6> PSMI Merger <F3>
<FN>
<F1> Includes 15 Shares held by a custodian of an individual retirement
account for Mr. Hughes and 15 Shares held by a custodian of an
individual retirement account for Mr. Hughes' wife.
<F2> Of these Shares, 16,089,553 Shares were issued to B. Wayne Hughes,
Trustee for the B.W. Hughes Living Trust on November 16, 1995,
which Shares are subject to certain post-closing adjustments, and
approximately 2,995,144 Shares are expected to be issued to
B. Wayne Hughes, Trustee for the B.W. Hughes Living Trust within
60 days of the effective date of the PSMI Merger, as a post-
closing adjustment to the Shares issued in the PSMI Merger, to
replace an equal number of Shares that were owned by PSMI at the
effective time of the PSMI Merger and cancelled in the PSMI
Merger.
<F3> See the first paragraph under Item 3 above.
<F4> Of these Shares, 144,254 Shares were issued to B. Wayne Hughes,
Jr. on November 16, 1995, which Shares are subject to certain
post-closing adjustments, and approximately 427,694 Shares are
expected to be issued to B. Wayne Hughes, Jr. within 60 days
of the effective date of the PSMI Merger, as a post-closing
adjustment to the Shares issued in the PSMI Merger, to replace
an equal number of Shares that were owned by PSMI at the effective
time of the PSMI Merger and cancelled in the PSMI Merger.
<F5> Shares held of record by a custodian of an individual retirement
account for Tamara L. Hughes.
<F6> Of these Shares, 13,667,026 were issued to Tamara L. Hughes on
November 16, 1995, which Shares are subject to certain post-
closing adjustments, and approximately 2,989,372 Shares are
expected to be issued to Tamara L. Hughes within 60 days of the
effective date of the PSMI Merger, as a post-closing adjustment to
the Shares issued in the PSMI Merger, to replace an equal number
of Shares that were owned by PSMI at the effective time of the
PSMI Merger and cancelled in the PSMI Merger.
</TABLE>
On November 1, 1995, B. Wayne Hughes, Trustee for the B.W. Hughes
Living Trust transferred 65,754 Shares to a third party as a gift.
On November 14, 1995, B. Wayne Hughes, Trustee for the B.W. Hughes
Living Trust sold 688,717 Shares to PSMI for a price of $17.75 per
share.
On November 14, 1995, Tamara L. Hughes sold 279,991 Shares to PSMI
for a price of $17.75 per share.
At the effective time of the PSMI Merger (November 16, 1995), the
6,412,210 Shares owned by PSMI (which included the 688,717 and 279,991
Shares sold by B. Wayne Hughes, Trustee for the B.W. Hughes Living
Trust and Tamara L. Hughes, respectively, to PSMI as described above,
and 5,443,502 Shares previously reported as owned by PSMI and Old PSI)
were cancelled in the PSMI Merger, and as described above, an equal
number of Shares will be issued to the Hughes Family (in the
approximate amounts indicated above) as a post-closing adjustment to
replace the cancelled Shares.
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 November 16, 1995, or has
engaged in any transaction in any Shares during the 60-day period
ending November 16, 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.
Exhibit 3 - Agreement and Plan of Reorganization dated as of
June 30, 1995 by and among the Issuer, Old PSI and PSMI. Filed as
Appendix A to the Issuer's definitive Proxy Statement dated October 11,
1995 (filed October 13, 1995) and incorporated herein by reference.
Exhibit 4 - Amendment to Agreement and Plan of Reorganization
dated as of November 13, 1995 by and among the Issuer, Old PSI and
PSMI.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Amendment
No. 17 to Statement on Schedule 13D is true, complete and correct.
Dated: November 22, 1995 REPORTING PERSONS:
PS INSURANCE COMPANY, LTD.
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich,
Vice 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
WITHDRAWING PERSONS:
PUBLIC STORAGE PARTNERS, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich
Vice President
PUBLIC STORAGE PARTNERS II, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich
Vice President
PUBLIC STORAGE PROPERTIES, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich
Vice President
PUBLIC STORAGE PROPERTIES IV, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich
Vice President
PUBLIC STORAGE PROPERTIES V, LTD.
a California limited partnership
By: PUBLIC STORAGE, INC.
General Partner
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich
Vice President
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the
"Amendment"), dated as of November 13, 1995, by and among Storage
Equities, Inc. ("SEI"), a California corporation, Public Storage, Inc.
("PSI"), a California corporation, and Public Storage Management, Inc.
("PSMI"), a California corporation.
RECITALS
A. The parties have entered into an Agreement and Plan
of Reorganization as of June 30, 1995 (the "Agreement").
B. Section 8.3(q) of the Agreement provides, as a
condition to closing, that SEI and the Special Committee receive an
analysis demonstrating compliance immediately following the Merger with
the "5/50 Rule" (as defined in the Agreement).
C. In order to give greater assurance of such
compliance, the parties believe that it is in their best interests and
the best interests of their respective shareholders that the Agreement
be modified as provided in this Amendment.
D. In connection with the Merger (as defined in the
Agreement), SEI, PSMI, PSI and the holders (the "Purchasers") of
$68,000,000 aggregate outstanding principal amount of notes of PSMI
expect to enter into Note Assumption and Exchange Agreements, dated as
of November 13, 1995, pursuant to which the Purchasers and SEI will
agree to modify and restate the terms of such notes in connection with
the assumption of the obligations represented thereby by SEI, with such
assumption and modification to be facilitated by means of the exchange
of such notes for new notes to be issued by SEI.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 4.1(a) of the Agreement is hereby amended to
read in its entirety as follows:
(a) At the Effective Time, by virtue of
the Merger and without any action by
holders thereof, the PSMI Shares shall be
converted into the right to receive
30,000,000 SEI Common Shares (subject to
adjustment pursuant to Section 4.2) and
7,000,000 SEI Class B Shares (subject to
the condition to issuance provided
below). The SEI Common Shares shall be
issued as of the Effective Time and the
SEI Class B Shares shall be issued upon
the later to occur of (i) January 2, 1996
or (ii) the date on which SEI shall have
sold and issued securities providing a
cumulative total of $50 million or more
in additional shareholders' equity
(exclusive of increases in shareholders'
equity resulting from the Merger) from
and after November 13, 1995. The SEI
Shares shall be allocated among the PSMI
Shareholders in such proportions as they
shall agree.
2. The first paragraph of Section 4.8(a) of the
Agreement is hereby amended to read in its entirety as follows:
(a) Upon issuance, the SEI Class B
Shares (the "Indemnification Shares")
shall be deposited in escrow with Wells
Fargo Bank, N.A., as escrow agent, or
such other party may be agreed upon by
the parties prior to Closing (the
"Indemnification Escrow Agent"), to be
held and administered in accordance with
the terms and conditions of an
Indemnification and an Escrow Agreement
(collectively, the "Indemnification
Escrow Agreement"). The Indemnification
Shares shall be registered in the name of
the PSMI Shareholders owning such shares
and shall be accompanied by stock powers
endorsed in blank.
3. Section 8.3(r) of the Agreement is hereby amended to
read in its entirety as follows:
(r) The terms and covenants of any
indebtedness for which SEI shall become
obligated by virtue of the Merger shall
be satisfactory to SEI (in this regard,
SEI, PSMI, PSI and the Purchasers shall
have entered into one or more agreements
in form and substance reasonably
satisfactory to SEI providing for the
assumption of the indebtedness
represented by $68,000,000 aggregate
outstanding principal amount of notes of
PSMI and the exchange of such notes for
new notes to be issued by SEI, or they
shall have made other satisfactory
arrangements regarding the assumption of
such obligations by SEI).
4. Other than as set forth in this Amendment, the
Agreement shall remain in full force and effect, notwithstanding
Section 10.7 of the Agreement.
IN WITNESS WHEREOF, this Amendment has been executed and
delivered by the parties set forth below.
STORAGE EQUITIES, INC.,
a California corporation
By: /s/OBREN B. GERICH
--------------------
Obren B. Gerich
Vice President
PUBLIC STORAGE, INC.,
a California corporation
By: /s/B. WAYNE HUGHES
--------------------
B. Wayne Hughes
President
PUBLIC STORAGE MANAGEMENT, INC.,
a California corporation
By: /s/B. WAYNE HUGHES
--------------------
B. Wayne Hughes
Director
