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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. 1)*
Public Storage Properties X, Inc.
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(Name of Issuer)
Common Stock Series A
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(Title of Class of Securities)
744605 10 6
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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)
September 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. __ (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. 744605 10 6 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*
BK/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 -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON -------------------------------------------------------------
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. 744605 10 6 Page 3 of 6 Pages
Item 1. Security and Issuer
This Amendment No. 1 to Statement on Schedule 13D relates to the
Common Stock Series A, par value $.01 per share (the "Shares"), of Public
Storage Properties X, Inc., a California corporation (the "Issuer"). The Issuer
ceased to exist on September 16, 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 consideration issued by the Reporting Person in the Merger
consisted of approximately $8,806,507 in cash and approximately 1,204,000 shares
of Common Stock of the Reporting Person ("PSI Common Stock"). The cash
consideration was borrowed under the Reporting Person's Credit Agreement by and
among the Reporting Person, Wells Fargo Bank, National Association, as agent,
and the financial institutions party thereto dated as of May 22, 1995. The
borrowings have since been repaid.
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 $8,806,507 in cash and issued to such shareholders an
aggregate of approximately 1,204,000 shares of PSI Common Stock. Upon
consummation of the Merger, all of the outstanding Shares, including the 452,094
shares owned by the Reporting Person, were cancelled.
The Merger, which was described in the Reporting Person's initial
Statement on Schedule 13D dated June 28, 1996, was approved by the Issuer's
shareholders on September 11, 1996.
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CUSIP No. 744605 10 6 Page 4 of 6 Pages
Item 5. Interest in Securities of the Issuer
Item 5 of the Reporting Person's Statement on Schedule 13D is
supplemented as follows:
On September 16, 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
452,094 Shares owned by the Reporting Person on the effective date of the Merger
were cancelled. In addition, the Reporting Person's option to acquire 107,415
Shares beneficially owned by B. Wayne Hughes, Chairman of the Board and Chief
Executive Officer of the Reporting Person, was cancelled upon consummation of
the Merger. 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 September 16, 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. 1 to Statement on Schedule 13D.
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CUSIP No. 744605 10 6 Page 5 of 6 Pages
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. 1
to Statement on Schedule 13D is true, complete and correct.
Dated: September 25, 1996 PUBLIC STORAGE, INC.
By: /s/ Sarah Hass
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Sarah Hass
Vice President
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CUSIP No. 744605 10 6 Page 6 of 6 Pages
Appendix A
<TABLE>
<CAPTION>
Consideration Received
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No. of Shares Shares of PSI
Name Title Disposed of Common Stock
---- ----- ------------- ------------
<S> <C> <C> <C>
B. Wayne Hughes Chairman of the Board
and Chief Executive
Officer 107,415* 101,400
Obren B. Gerich Senior Vice President 2,050 1,935
Dann V. Angeloff Director 1,450 1,369
Uri P. Harkham Director 2,000 1,888
</TABLE>
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* As noted above, as a result of the Merger, the Reporting Person's option to
acquire these shares was cancelled.
