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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Partners Preferred Yield III, Inc.
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(Name of Issuer)
Common Stock Series A
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(Title of Class of Securities)
702128 10 9
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(CUSIP Number)
David Goldberg, 701 Western Avenue, Suite 200, Glendale,
California 91201-2397, 818/244-8080, ext. 529
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 1996
(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 in 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).
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CUSIP NO. 702128 10 9 SCHEDULE 13D PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PUBLIC STORAGE, INC.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
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SOLE VOTING POWER
7
NUMBER OF 85,584
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
N/A
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 82,547
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
N/A
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
85,584
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.52%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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The Statement on Schedule 13 D dated March 13, 1996, as amended by
Amendment No. 1 dated June 26, 1996 (the "Schedule 13D") filed by Public
Storage, Inc (the "Reporting Person"), relating to the Common Stock Series A,
par value $.01 per share (that "Common Stock Series A" or the "Series A
Shares"), of Partners Preferred Yield III, Inc., a California corporation (the
"Issuer"), is amended by this Amendment No. 2 as set forth below. Defined terms
that are not defined herein have the meanings assigned to those terms in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The 28,500 Series A Shares acquired by the Reporting Person (as of
August 15, 1996) other than in the merger of Public Storage Management, Inc.
into the Reporting Person were purchased for an aggregate cost (including
commissions) of approximately $512,542, with funds obtained from the Reporting
Person's working capital.
Item 4. Purpose of Transaction
The Reporting Person and the Issuer have entered into an Agreement and
Plan of Reorganization dated as of August 15, 1996 (the "Merger Agreement")
providing for the merger of the Issuer with and into the Reporting Person, which
is subject to certain conditions (as described below). Upon the merger, each
Series A Share (other than Series A Shares held by the Reporting Person or by
holders of Series A Shares of the Issuer who have properly exercised dissenters'
rights under California law ("Dissenting Shares")) would be converted into the
right to receive cash, the Reporting Person's common stock or a combination of
the two, as follows: (i) with respect to a certain number of Series A Shares
(not to exceed 20% of the Series A Shares, less any Dissenting Shares), upon a
shareholder's election, $20.47 in cash, subject to reduction as described below
or (ii) that number (subject to rounding) of shares of the Reporting Person's
common stock determined by dividing $20.47, subject to reduction as described
below, by the average of the per share closing prices on the New York Stock
Exchange of the Reporting Person's common stock during the 20 consecutive
trading days ending on the fifth trading day prior to the special meeting of the
shareholders of the Issuer. The consideration paid by the Reporting Person in
the merger will be reduced on a pro rata basis by the amount of cash
distributions required to be paid by the Issuer to its shareholders prior to
completion of the merger in order to satisfy the Issuer's REIT distribution
requirements ("Required REIT Distributions"). The consideration received by the
holders of the Issuer's Series A Shares in the merger, however, along with any
Required REIT Distributions, will not be less than $20.47 per Series A Share,
which amount represents the market value of the Issuer's real estate assets at
June 30, 1996 (based on an independent appraisal) and the estimated net asset
value of its other assets at December 31, 1996. Additional distributions would
be made to the shareholders of the Issuer to cause the Issuer's estimated net
asset value as of the date of the merger to be substantially equivalent to its
estimated net asset value as of December 31, 1996. Upon the merger, each share
of the Issuer's Common Stock Series B, Common Stock Series C and Common Stock
Series D would be converted into the right to receive $12.30 in the Reporting
Person's common stock (valued at in the case of the Series A Shares) plus any
Required REIT Distributions. There are 333,304 shares of the Issuer's Common
Stock Series B, Common Stock Series C and Common Stock Series D. The Series A
Shares and the shares of the Issuer's Common Stock Series B, Common Stock Series
C and Common Stock Series D held by the Reporting Person will be cancelled in
the merger. The merger is subject to (among other things) approval by the
Issuer's shareholders and receipt of a satisfactory fairness opinion by the
Issuer. The Reporting Person believes that the conditions to the merger will be
satisfied, although there can be no assurance.
For further information regarding the merger, see the Merger Agreement
which is referenced under Item 7 as Exhibit 4 hereto and is incorporated herein
by this reference.
Item 5. Interest in Securities of the Issuer
As of August 15, 1996, the Reporting Person beneficially owned 85,584
Series A Shares, representing approximately 6.52% of the 1,313,384 Series A
Shares outstanding. The Reporting Person has the sole power to vote all of these
shares, has the sole power to dispose of 82,547 of those shares, and has no
power to dispose of 3,037 of these shares.
During the period commencing June 27, 1996 (i.e., after the date of
the last transaction reported in the Schedule 13D) and ending August 15, 1996,
the Reporting Person engaged in the following acquisitions of Series A Shares at
the following prices (not including commissions):
<TABLE>
<CAPTION>
No. of Price
Series A Type Per
Transaction Shares of Series A
Date Bought Transactions Share
- ----------- -------- ------------ --------
<S> <C> <C> <C>
7/11/96 300 open market $18.50
7/15/96 300 open market $18.375
7/16/96 300 open market $18.375
7/17/96 300 open market $18.50
7/22/96 100 open market $18.875
</TABLE>
Item 7. Material to be Filed as Exhibits
(Exhibits 1 through 3 are listed in the Schedule 13D).
Exhibit 4 - Agreement and Plan of Reorganization dated as of August
15, 1996 by and among the Reporting Person, the Issuer, Partners Preferred
Yield, Inc. and Partners Preferred Yield II, Inc. (incorporated by reference
from Exhibit 4 to Amendment No. 4 to Schedule 13D filed by the Reporting Person
relating to the beneficial ownership of securities issued by Partners Preferred
Yield, Inc.).
3
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 23, 1996 PUBLIC STORAGE, INC.
By: /s/ SARAH HASS
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Sarah Hass
Vice President
