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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
Washington, D.C. 20549 Estimated average burden
hours per form....14.90
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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.,
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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)
June 1, 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 [_]. (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
<TABLE> <CAPTION>
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CUSIP No. NONE Page 2 of 7 Pages
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<S> <C>
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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
14,608
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 14,608
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,608
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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)
29.1%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*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.
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CUSIP No. NONE Page 3 of 7 Pages
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The Statement on Schedule 13D dated April 25, 1996 (the "Schedule 13-
D") relating to the Company's ownership of limited partnership interests (the
"Interests"), as amended by Amendment No. 1 dated May 31, 1996 ("Amendment No.
1"), is further amended by this Amendment No. 2 as set forth below. Capitalized
terms that are not defined herein have the meanings assigned to those terms in
the Schedule 13D and the Amendment No. 1.
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,
Suite 200, Glendale, California 91201-2397.
The directors and executive officers of the Company, their employers,
addresses and current positions are listed below. Unless otherwise indicated,
each person's address is the same as the address of the Company's principal
business set forth above.
<TABLE>
<CAPTION>
Name of Director Employer/Address/ Current Position/
or Executive Officer Nature of Business Dates of Employment
- -------------------- ------------------- -------------------
<S> <C> <C>
B. Wayne Hughes Public Storage, Inc. Chairman of the Board
(Executive Officer and Chief Executive
and Director) Officer
Real estate investment 11/91 - present
Harvey Lenkin Public Storage, Inc. President
(Executive Officer 11/91 - present
and Director) Real estate investment
Ronald L. Havner, Jr. Public Storage, Inc. Senior Vice President
(Executive Officer) from 11/13/95 Chief
Real estate investment Financial Officer
11/91 - present
Hugh W. Horne Public Storage, Inc. Senior Vice President
(Executive Officer) from 11/13/95
Real estate investment Vice President
1980-11/13/95
Secretary
1980-2/92
</TABLE>
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CUSIP No. NONE Page 4 of 7 Pages
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<TABLE>
<CAPTION>
Name of Director Employer/Address/ Current Position/
or Executive Officer Nature of Business Dates of Employment
- -------------------- ------------------- -------------------
<S> <C> <C>
Marvin M. Lotz Public Storage, Inc. Senior Vice President
(Executive Officer) from 11/16/95
Real estate investment Officer of predecessor
of the Company
9/83-11/95
Mary Jayne Howard Public Storage, Inc. Senior Vice President
(Executive Officer) from 11/16/95
Real estate investment Officer of predecessor
of the Company
David Goldberg Public Storage, Inc. Senior Vice President and
(Executive Officer) General Counsel
Real estate investment from 11/16/95
Counsel to the Company
6/91-11/95
Obren B. Gerich Public Storage, Inc. Vice President
(Executive Officer) 1980 - present
Real estate investment Chief Financial
Officer
1980-10/91
John Reyes Public Storage, Inc. Vice President
(Executive Officer) from 11/13/95
Real estate investment Controller
2/92 - present
Sarah Hass Public Storage, Inc. Vice President
(Executive Officer) from 11/13/95
Real estate investment Secretary
2/92 - present
Robert J. Abernethy American Standard President
(Director) Development Company 1977 - present
Self Storage Management
Company
5221 West 102nd Street
Los Angeles, CA 90045
Develops and operates
mini-warehouses
</TABLE>
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CUSIP No. NONE Page 5 of 7 Pages
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<TABLE>
<CAPTION>
Name of Director Employer/Address/ Current Position/
or Executive Officer Nature of Business Dates of Employment
- -------------------- ------------------- -------------------
<S> <C> <C>
Dann V. Angeloff The Angeloff Company President
(Director) 727 West Seventh Street 1976 - present
Suite 331
Los Angeles, CA 90017
Corporate financial
advisory firm
William C. Baker Santa Anita Realty Chairman and Chief
(Director) Enterprises, Inc. Executive Officer
301 West Huntington Drive 3/96 - present
Suite 405
Arcadia, CA 91007
Carolina Restaurant Chairman and Chief
Enterprises, Inc. Executive Officer
3 Lochmoor Lane 1/92 - present
Newport Beach, CA 92660
Franchisee of Red Robin
International, Inc.
Red Robin International, President
Inc. 4/93-5/95
28 Executive Park
Suite 200
Irvine, CA 92714
Operates and franchises
restaurants
Uri P. Harkham The Jonathan Martin Fashion President and Chief
(Director) Group Executive Officer
1157 South Crocker Street 1975 - present
Los Angeles, CA 90021
Designs, manufactures and
markets women's clothing
Harkham Properties Chairman of the Board
1157 South Crocker Street 1978 - present
Los Angeles, CA 90021
Real estate
</TABLE>
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CUSIP No. NONE Page 6 of 7 Pages
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To the knowledge of the Company, all of the foregoing persons are
citizens of the United States, except Uri P. Harkham, who is a citizen of
Australia.
During the past five years, to the best knowledge of the Company, no
executive officer, director or person controlling the Company 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
of finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Company paid $479,336 to purchase 1,144 Interests effective June 1,
1996. The source of these funds was the Company's general corporate funds.
Item 5. Interests in the Securities of the Issuer
(a) The Company beneficially owns 14,608 Interests in the Partnership
which represents 29.1% of the outstanding Interests.
(b) The Company has the sole power to vote 14,608 Interests. The
Company has the sole power to dispose of 14,608 Interests.
(c) On April 24, 1996, effective June 1, 1996, the Company purchased
a total of 1,144 Interests from three Interest Holders for $419 per Interest.
These Interest Holders approached the Company through an intermediary and
offered to sell their Interests to the Company, and the Company agreed to
purchase these initial cap Interests.
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CUSIP No. NONE Page 7 of 7 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/A
is true, complete and correct.
Dated: September 5, 1996
PUBLIC STORAGE, INC.
By: /s/ David Goldberg
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David Goldberg
Senior Vice President and
General Counsel
