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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. ___)*
Public Storage Properties XVIII, Inc.
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(Name of Issuer)
Common Stock Series A
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(Title of Class of Securities)
74462C 10 9
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(CUSIP Number)
David Goldberg, 701 Western Avenue,
Suite 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)
August 16, 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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CUSIP No. 74462C 10 9 Page 2
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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
NUMBER OF 139,400
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 139,400
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,400
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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)
5.02%
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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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Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Common Stock Series A,
par value $.01 per share (the "Common Stock Series A" or the "Series A Shares"),
of Public Storage Properties XVIII, Inc., a California corporation (the
"Issuer"). The Common Stock Series A is the only class of the Issuer's
securities that is registered under Section 12 of the Act. The only issuance of
securities of the Issuer occurred on July 26, 1991 in connection with a
reorganization transaction (the "Reorganization") described in the Issuer's
Registration Statement on Form S-4, as amended (the "Registration Statement"),
which was filed under the Securities Act of 1933, as amended (File No.
33-38034). In the Reorganization, Public Storage Properties XVIII, Ltd., a
California Limited Partnership (the "Partnership") transferred all of its assets
and liabilities to the Issuer. A description of the Reorganization is set forth
under the caption "The Reorganization -- The Plan" in the Prospectus and Proxy
Statement dated December 18, 1990 included in the Registration Statement. In
the Reorganization, 99% of the Issuer's Common Stock Series A was distributed in
respect of the limited partnership interests in the Partnership and 1% of the
Issuer's Common Stock Series A (37,374 shares), 100% of the Issuer's Common
Stock Series B (324,989 shares) and 100% of the Issuer's Common Stock Series C
(920,802 shares) were distributed in respect of the General Partners' interests
in the Partnership.
The Issuer's Articles of Incorporation provide that each share of the
Issuer's Common Stock Series B and Common Stock Series C shall automatically
convert into one share of Common Stock Series A when distributions paid by the
Issuer with respect to the Common Stock Series A are equal to a specified amount
calculated pursuant to a formula set forth in the Issuer's Articles of
Incorporation (the "Conversion"). None of the shares of Common Stock Series B or
Common Stock Series C is subject to such Conversion prior to October 31, 1996.
The address of the principal executive office of the Issuer is 701
Western Avenue, Suite 200, Glendale, California 91201-2397.
Item 2. Identity and Background
This Statement on Schedule 13D is filed on behalf of Public Storage,
Inc. (the "Reporting Person"), a California corporation formerly known as
Storage Equities, Inc. ("SEI"). The address of the Reporting Person's principal
executive office is 701 Western Avenue, Suite 200, Glendale, California 91201-
2397.
The Reporting Person is a fully integrated, self-advised and self-
managed real estate investment trust which is engaged primarily in the
development, construction, acquisition, ownership, operation, management and
leasing of mini-warehouses. On November 16, 1995, Public Storage Management,
Inc. ("PSMI"), a corporation controlled by B. Wayne Hughes and members of his
family (collectively, the "Hughes Family"), was merged (the "PSMI Merger") with
and into SEI, which then changed its name to Public Storage, Inc. Prior to the
PSMI Merger, PSMI was a subsidiary of a California corporation known as Public
Storage, Inc. ("Old PSI"). Old PSI was a wholly-owned subsidiary of PSI
Holdings, Inc. ("PSH"), a California corporation owned and controlled by the
Hughes Family. Prior to the PSMI Merger, Old PSI merged with and into PSH, which
was followed by the merger of PSH with and into PSMI. As a result of the PSMI
Merger, the Reporting Person became the operator of the Issuer's mini-warehouse
properties and 19,200 Series A Shares previously reported as beneficially owned
by Old PSI were transferred to the Reporting Person.
Information regarding the identity and background of the Reporting
Person's directors and executive officers is set forth in Appendix A attached to
this Statement on Schedule 13D. To the knowledge of the Reporting Person, all of
its directors and executive officers are citizens of the United States except
Uri P. Harkham, who is a citizen of Australia.
During the last five years, neither the Reporting Person nor, to its
knowledge, any director, executive officer, or controlling person of the
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 of finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration
The 139,400 Series A Shares acquired by the Reporting Person (as of
August 16, 1996) were acquired as follows: (i) 19,200 Series A Shares were
acquired by the Reporting Person as a result of the PSMI Merger and (ii) 120,200
Series A Shares were purchased by the Reporting Person for an aggregate cost
(including commissions) of $2,109,484, with funds obtained from the Reporting
Person's working capital.
Item 4. Purpose of Transaction
The Reporting Person currently intends to hold its Series A Shares for
investment. The Reporting Person may, at some future time, depending on the
Issuer's business prospects, other developments concerning the Issuer, market
and economic conditions, and other factors, acquire additional Series A Shares
or other securities of the Issuer (through one or more market purchases or
purchases in private transactions) or dispose of all or a portion of the Series
A Shares which the Reporting Person now owns or hereafter may acquire. The
Reporting Person may in the future offer to sell all or a portion of its Series
A Shares to the Issuer, in compliance with applicable laws. There is no
agreement or understanding with respect to any such sale. The Issuer is one of
18 finite-life REITs that were organized by Old PSI in 1990 and 1991. Between
September 1994 and March 1996, five of those REITs were merged into the
Reporting Person. The Reporting Person has approved the mergers of five other of
those REITs into the Reporting Person (those mergers are subject to certain
conditions). From time to time, the Reporting Person will consider engaging in
similar transactions with other of these REITs, including the Issuer.
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Item 5. Interest in Securities of the Issuer
As of August 16, 1996, the Reporting Person beneficially owned 139,400
Series A Shares representing approximately 5.02% of the 2,775,900 Series A
Shares outstanding. The Reporting Person has the sole power to vote and the sole
power to dispose of all of these shares.
During the 60-day period ended August 16, 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 Transaction Share
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<S> <C> <C> <C>
6/19/96 12,000 open market $17.25
6/19/96 500 open market $17.125
6/20/96 8,000 open market $17.625
6/21/96 100 open market $17.50
6/24/96 800 open market $17.50
6/25/96 100 open market $17.375
6/26/96 600 open market $17.25
6/26/96 200 open market $17.00
6/27/96 500 open market $17.125
6/28/96 400 open market $17.125
7/01/96 400 open market $17.125
7/02/96 400 open market $17.00
7/03/96 400 open market $17.25
7/05/96 2,800 open market $17.50
7/08/96 900 open market $17.50
7/09/96 500 open market $17.25
7/10/96 900 open market $17.25
7/12/96 900 open market $17.50
7/15/96 1,000 open market $17.875
7/16/96 1,000 open market $18.00
7/17/96 1,000 open market $17.875
7/18/96 100 open market $17.375
7/19/96 900 open market $17.375
7/22/96 700 open market $17.375
7/23/96 100 open market $17.50
7/23/96 600 open market $17.375
7/24/96 700 open market $17.375
7/25/96 700 open market $17.375
7/26/96 700 open market $17.25
7/29/96 7,500 open market $18.00
7/31/96 500 open market $17.625
8/01/96 100 open market $17.875
8/02/96 200 open market $17.875
8/05/96 500 open market $17.875
8/06/96 800 open market $17.875
8/07/96 200 open market $17.75
8/08/96 800 open market $18.125
8/09/96 200 open market $17.875
8/12/96 800 open market $17.875
8/14/96 100 open market $18.125
8/14/96 700 open market $18.25
8/14/96 2,900 open market $18.375
8/15/96 800 open market $18.375
8/16/96 800 open market $18.625
</TABLE>
The number of Series A Shares beneficially owned by each of the
directors and executive officers of the Reporting Person is set forth on
Appendix A attached to this Statement on Schedule 13D. Unless otherwise
indicated, each director and executive officer has the sole power to vote and
the sole power to dispose of his or her Series A Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
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Except as disclosed herein, to the knowledge of the Reporting Person,
there are no contracts, arrangements, understandings or relationships between
the Reporting Person 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 of the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting or investment power over securities of the Issuer.
Item 7. Material to be Filed as Exhibits
None.
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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
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Appendix A
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<TABLE>
<CAPTION>
No. of Series A Shares
Name Title Beneficially Owned
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<S> <C> <C>
B. Wayne Hughes Chairman of the Board and
Chief Executive Officer - 0 -
Harvey Lenkin President - 0 -
Ronald L. Havner, Jr. Senior Vice President and
Chief Financial Officer - 0 -
Hugh W. Horne Senior Vice President - 0 -
Marvin M. Lotz Senior Vice President 2,000
Mary Jayne Howard Senior Vice President - 0 -
David Goldberg Senior Vice President and
General Counsel 1,000
Obren B. Gerich Senior Vice President 950
John Reyes Vice President and
Controller - 0 -
Sarah Hass Vice President and
Secretary - 0 -
Robert J. Abernethy Director - 0 -
Dann V. Angeloff Director - 0 -
William C. Baker Director - 0 -
Uri P. Harkham Director - 0 -
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