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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. _________)*
American Storage Properties, L.P.
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(Name of Issuer)
Interests in Limited Partnership
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(Title of Class of Securities)
NONE
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(CUSIP Number)
David B.H. Martin, Jr., Hogan & Hartson L.L.P.,
555 Thirteenth Street, NW, Washington, DC 20004, 202/637-5600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 19, 1996
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(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 [X]. (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).
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SCHEDULE 13D
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CUSIP No. NONE Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Public Storage, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
13,464
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,464
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,464
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
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CUSIP No. NONE Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to limited partnership
interests (the "Interests") in American Storage Properties, L.P., a Virginia
Limited Partnership (the "Partnership"). The address of the principal executive
office of the Partnership is 3 World Financial Center, 29th Floor, New York, New
York.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Public Storage, Inc. (the "Company"), a
California corporation with its principal office located at 701 Western Avenue,
Second Floor, Glendale, California 91210-2397. The Company is a REIT, organized
in 1980, that has invested primarily in existing mini-warehouses. The Company
has also invested to a much smaller extent in existing business parks containing
commercial and industrial rental space.
(d)-(e) During the last 5 years, the Company has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and was not a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding the Company was not
and is not 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 CONSIDERATION
The Company paid $5,639,740 to purchase 13,460 Interests on
April 19, 1996. Expenses (exclusive of the purchase price of the Interests)
are estimated at $190,000. The source of these funds was the Company's general
corporate funds.
ITEM 4. PURPOSE OF TRANSACTION
The Company believes that the acquisition of the Interests
represents a good investment for the Company and its shareholders. The Company
has acquired the Interests for investment purposes.
(a) The Company may acquire additional Interests. Any such
acquisitions may be made through private purchases, through one or more future
tender offers or by any other means deemed advisable by the Company. See,
however, the disclosure regarding the Letter Agreement set forth in
Item 6 herein.
(b)-(j) Not applicable.
3
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CUSIP No. NONE Page 4 of 6 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Company beneficially owns 13,464 Interests in the Partnership
which represents 26.9% of the outstanding Interests.
(b) The Company has the sole power to vote 13,464 Interests, subject
to the disclosure regarding the Letter Agreement set forth in Item 6 herein. The
Company has the sole power to dispose of 13,464 Interests.
(c) On April 19, 1996, the Company purchased from interest holders
13,460 Interests for $419 per Interest. These Interests were tendered in
response to an offer to purchase dated March 1, 1996, with an expiration date of
April 2, 1996 which was disseminated to interest holders by the Company.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Company and the Partnership entered into a letter agreement dated
February 9, 1996 (the "Letter Agreement"). In the Letter Agreement, the Company
agreed, among other things, that prior to August 9, 1997, neither the Company
nor any Affiliate of the Company (as Affiliate is defined in Rule 405 under the
Securities Act of 1933, as amended) would, without prior written consent of the
Partnership, (i) in any manner, acquire, attempt to acquire or make a proposal
to acquire, directly or indirectly, any Interests, provided that the Company
could commence a tender offer for a maximum of 25% of the outstanding Interests,
(ii) in any manner, other than pursuant to clause (i) above, acquire, attempt to
acquire or make a proposal to acquire, directly or indirectly, more than 5% of
the outstanding Interests of the Partnership, from interest holders or
otherwise, whether before or after the tender offer expired or was terminated,
(iii) propose, or propose to enter into, directly or indirectly, any merger,
consolidation, business combination, sale or acquisition of assets, liquidation
or other similar transaction involving the Partnership, (iv) form, join or
otherwise participate in a "group" (within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934) with respect to any voting securities of
the Partnership, (v) disclose any intention, plan or arrangement inconsistent
with the terms of the Letter Agreement, or (vi) loan money to, advise, assist or
encourage any person in connection with any of the actions described in the
Letter Agreement.
In addition, in the Letter Agreement, the Company agreed that prior to
August 9, 1997, it would vote any Interests obtained as a result of the tender
offer or in the secondary market as stated in (ii) above on all issues in the
same manner as by the majority of all other holders of Interests who vote on any
such proposal. The Company further agreed that, without the prior written
consent of the Partnership, the Company would not make, or in any way
participate, directly or indirectly, in any "solicitation" or "proxies" or
"consents" (as such terms
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CUSIP No. NONE Page 5 of 6 Pages
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are used in the proxy rules of the Securities and Exchange Commission) to vote,
or seek to advise or influence any person with respect to the voting of any
voting securities of the Partnership or demand a copy of the Partnership's
ledgers, list of limited partner security holders or any other books and records
of the Partnership. The Letter Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Letter Agreement dated February 9, 1996 between the
Partnership and the Company
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CUSIP No. NONE Page 6 of 6 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct.
Dated: April 25, 1996
PUBLIC STORAGE, INC.
By: /s/ David Goldberg
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David Goldberg
Senior Vice President and
General Counsel
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EXHIBIT 1
AMERICAN STORAGE PROPERTIES ASSOCIATES, L.P.
3 World Financial Center
New York, NY 10285
February 9, 1996
PERSONAL AND CONFIDENTIAL
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Public Storage, Inc.
600 N. Brand Blvd., Ste. 300
P.O. Box 25050
Glendale, CA 91221-5050
Ladies and Gentlemen:
The purpose of this letter is to set forth our understanding with
regard to the proposed acquisition by Public Storage, Inc. ("you" or "Public
Storage") of outstanding limited partnership securities ("Units", a holder of
which is a "Unitholder") of American Storage Properties Associates, L.P., a
Virginia limited partnership (the "Partnership").
In response to your request dated November 28, 1995 and in
consideration of your agreements set forth in this letter agreement, the
Partnership agrees to provide you a current list of names and addresses of the
Unitholders along with the number of Units owned by each of them. You may only
use the list for a proper purpose that is related to Partnership business,
including for the purpose of disseminating the Tender Offer (defined below).
You agree that if you determine to commence a tender offer for Units,
you will do so no later than March 31, 1996 at a price per Unit not less than
$419 per Unit and for a maximum of 25% of the outstanding Units (the "Tender
Offer"). You represent and warrant that on the date hereof you beneficially own
not more than 4 Units. You also agree that prior to the eighteen-month
anniversary of the date of this letter agreement, neither you nor any person who
is an Affiliate of you (as Affiliate is defined under rule 405 under the
Securities Act of 1933, as amended) will, without the prior written consent of
the Partnership which may be withheld for any reason, (i) in any manner,
acquire, attempt to acquire or make a proposal to acquire, directly or
indirectly, any Units of the Partnership provided, however, that you may
commence the Tender Offer for a maximum of 25% of the outstanding Units no later
than March 31, 1996 and the Tender Offer may not be open beyond
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May 31, 1996, (ii) in any manner, other than pursuant to clause (i) above,
acquire, attempt to acquire or make a proposal to acquire, directly or
indirectly, more than 5% of the outstanding Units of the Partnership, from
Unitholders or otherwise, whether before or after the Tender Offer has expired
or been terminated, (iii) propose, or propose to enter into, directly or
indirectly, any merger, consolidation, business combination, sale or acquisition
of assets, liquidation or other similar transaction involving the Partnership,
(iv) form, join or otherwise participate in a "group" (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any
voting securities of the Partnership, (v) disclose any intention, plan or
arrangement inconsistent with the terms of this agreement, or (vi) loan money
to, advise, assist or encourage any person in connection with any of the actions
described in this agreement.
Public Storage understands that the general partners of the
Partnership are considering selling all or substantially all of the assets of
the Partnership. The result of this transaction, if approved by a majority vote
of the Unitholders, might be the dissolution and liquidation of the Partnership
in accordance with the partnership agreement. Accordingly, and in order to
avoid disrupting the possible sale of all or substantially all of the
Partnership's assets and the required vote of Unitholders, Public Storage agrees
that prior to the eighteen-month anniversary of the date of this letter
agreement any Units obtained as a result of the Tender Offer as stated in (i)
above or in the secondary market as stated in (ii) above will be voted on all
issues in the same manner as by the majority of all other Unitholders who vote
on any such proposal. Prior to the eighteen-month anniversary of the date of
this letter agreement, Public Storage agrees, without the prior written consent
of the Partnership, not to make, or in any way participate, directly or
indirectly, in any "solicitation" of "proxies" or "consents" (as such terms are
used in the proxy rules of the Securities and Exchange Commission) to vote, or
seek to advise or influence any person with respect to the voting of any voting
securities of the Partnership or demand a copy of the Partnership's ledgers,
list of limited partnership security holders or any other books and records of
the Partnership.
You also agree during such eighteen-month period not to make any
proposal or request, directly or indirectly, to amend, waive or terminate any
provision of this letter agreement (including this sentence).
If at any time during such eighteen-month period Public Storage is
approached by any third party concerning participation in a transaction
involving the assets, businesses or securities of the Partnership or involving
any of the foregoing actions, you will promptly inform the Partnership of the
nature of such contact and the parties thereto.
2
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We each agree that the other of us or our respective Affiliates, as
the case may be, shall be entitled to equitable relief, including injunctive
relief and specific performance, in the event of any breach of the provisions of
this letter agreement, in addition to all other remedies available at law or in
equity.
If you agree with the foregoing, please sign and return two copies of
this letter agreement, which will constitute our agreement with respect to the
subject matter of this letter agreement.
This letter agreement shall be governed by the laws of the State of
New York without giving effect to principles of conflicts of law thereof. This
letter agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together constitute one and the same instrument.
Very truly yours,
AMERICAN STORAGE
PROPERTIES ASSOCIATES, L.P.
By: Storage Services, Inc.,
its general partner
By: /s/ Paul Abbott
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Name: Paul Abbott
Title: President
CONFIRMED AND AGREED TO AS OF
THE DATE FIRST ABOVE WRITTEN
PUBLIC STORAGE, INC.
By: /s/ Harvey Lenkin
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Name: Harvey Lenkin
Title: President
3
