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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)*
Storage Properties, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
861903 10 2
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(CUSIP Number)
David Goldberg, 701 Western Ave., Ste. 200, Glendale, CA 91201-2397,
818/244-8080, ext. 529
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 27, 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).
Page 1 of 6 pages
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CUSIP No. 861903 10 2 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/00
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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
- 0 -
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
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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)
- 0 -
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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.
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CUSIP No. 861903 10 2 Page 3 of 6 Pages
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Item 1. Security and Issuer
This Amendment No. 2 to Statement on Schedule 13D relates to the
Common Stock, par value $.05 per share (the "Shares"), of Storage Properties,
Inc., a California corporation (the "Issuer"). The Issuer ceased to exist on
June 27, 1996, upon consummation of the Issuer's merger (the "Merger") with and
into Public Storage, Inc. (the "Reporting Person"). The address of the
principal executive office of the Issuer is 701 Western Avenue, Suite 200,
Glendale, California 91207-2397.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Reporting Person's Statement on Schedule 13D is
supplemented as follows:
The Reporting Person has purchased 8,300 Shares since April 15, 1996,
the date of the last acquisition reported in Amendment No. 1 to this Statement
on Schedule 13D. The purchase price of these Shares (including commissions) was
approximately $58,842, which funds were obtained from the Reporting Person's
working capital.
The consideration issued by the Reporting Person in the Merger
consisted of approximately $4,801,183 in cash and approximately 822,000 shares
of Common Stock of the Reporting Person ("PSI Common Stock"). The cash
consideration was paid by the Reporting Person from its working capital.
Item 4. Purpose of Transaction
Item 4 of the Reporting Person's Statement on Schedule 13D is
supplemented as follows:
Pursuant to the Merger, each outstanding Share (other than shares held
by the Reporting Person) was converted into the right to receive cash, PSI
Common Stock or a combination of the two. Based upon the elections made by the
Issuer's shareholders, the Reporting Person paid to such shareholders an
aggregate of approximately $4,801,183 in cash and issued to such shareholders an
aggregate of approximately 822,000 shares of PSI Common Stock. Upon
consummation of the Merger, all of the outstanding Shares, including the 288,900
shares owned by the Reporting Person, were cancelled.
The Merger, which was described in the Reporting Person's initial
Statement on Schedule 13D dated April 3, 1996, was approved by the Reporting
Person's Board of Directors on May 9, 1996 and by the Issuer's stockholders on
June 20, 1996.
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CUSIP No. 861903 10 2 Page 4 of 6 Pages
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Item 5. Interest in Securities of the Issuer
Item 5 of the Reporting Person's Statement on Schedule 13D is
supplemented as follows:
During the 60-day period ended July 27, 1996, the Reporting Person
engaged in the following acquisitions of Shares at the following prices (not
including commissions):
Type of Price
Purchase Date No. of Shares Transactions Per Share
------------- ------------- ------------ ---------
5/2/96 400 Open Market $7.00
On June 27, 1996, the effective date of the Merger, all of the Shares
were cancelled, and the Issuer ceased to exist. As a result, all of the 288,900
Shares owned by the Reporting Person on the effective date of the Merger were
cancelled. As a result of the Merger, the Reporting Person no longer owns more
than 5% of the Shares.
To the best of the Reporting Person's knowledge, no executive officer
or director of the Reporting Person engaged in any transactions in Shares during
the 60-day period ended June 27, 1996, other than the disposition of Shares
pursuant to the Merger. Information relating to those dispositions is set forth
on Appendix A attached to this Amendment No. 2 to Statement on Schedule 13D.
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CUSIP No. 861903 10 2 Page 5 of 6 Pages
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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 Amendment No. 2
to Statement on Schedule 13D is true, complete and correct.
Dated: July 8, 1996 PUBLIC STORAGE, INC.
By: /s/ Sarah Hass
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Sarah Hass
Vice President
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CUSIP No. 861903 10 2 Page 6 of 6 Pages
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Appendix A
<TABLE>
<CAPTION>
Consideration Received
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No. of Shares Shares of PSI
Name Title Disposed of Cash Common Stock
---- ----- --------------- ---- ------------
<S> <C> <C> <C> <C>
B. Wayne Hughes Chairman of the Board
and Chief Executive
Officer 3,000* 1,032
Harvey Lenkin President 700 240
Ronald L. Havner, Jr. Senior Vice President
and Chief Financial
Officer 33,200 $117,057 5,804
David Goldberg Senior Vice President
and General Counsel 7,000 2,408
Dann V. Angeloff Director 100 34
Uri P. Harkham Director 13,700 4,713
</TABLE>
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* Shares held of record by PS Insurance Company, Ltd. as to which Mr. Hughes
and Tamara L. Hughes (an adult daughter of Mr. Hughes) shared voting and
dispositive power.
