UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
Public Storage, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
74460D 10 9
(CUSIP Number)
David Goldberg, 701 Western Avenue, Suite 200, Glendale,
California 91201-2397, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 1997
(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).
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PS Insurance Company, Ltd.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
301,032
8 Shared Voting Power
N/A
9 Sole Dispositive Power
301,032
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
301,032
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.29%
14 Type of Reporting Person*
CO
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PS Orangeco, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
30,777
8 Shared Voting Power
N/A
9 Sole Dispositive Power
30,777
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
30,777
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.03%
14 Type of Reporting Person*
CO
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
B. Wayne Hughes
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
19,094,445
8 Shared Voting Power
375,172 (see footnote 2 below)
9 Sole Dispositive Power
19,094,445
10 Shared Dispositive Power
375,172 (see footnote 2 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
19,469,617 (see footnote 2 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
18.91%
14 Type of Reporting Person*
IN
(2) Includes 301,032 shares held of record by PS Insurance Company,
Ltd., 30,777 shares held of record by PS Orangeco, Inc. and
43,363 shares held of record by Parker Hughes Trust dtd 3/7/91.
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
B. Wayne Hughes, Jr.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF, BK, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
1,006,755 (see footnote 3 below)
8 Shared Voting Power
32,125 (see footnote 4 below)
9 Sole Dispositive Power
1,006,755 (see footnote 3 below)
10 Shared Dispositive Power
32,125 (see footnote 4 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
1,038,880 (see footnotes 3 and 4 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
1.01%
14 Type of Reporting Person*
IN
(3) Includes 1,472 shares of common stock which can be acquired
upon conversion of 875 shares of the issuer's 8.25%
Convertible Preferred Stock which are beneficially owned by
B. Wayne Hughes, Jr.
(4) Includes 30,777 shares held of record by PS Orangeco, Inc. and
1,348 shares held of record jointly by B. Wayne Hughes, Jr. and
Tamara L. Hughes.
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Parker Hughes Trust No. 2
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
27,923
8 Shared Voting Power
N/A
9 Sole Dispositive Power
27,923
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
27,923
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.03%
14 Type of Reporting Person*
OO (Trust)
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tamara L. Hughes
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
16,705,476 (see footnote 5 below)
8 Shared Voting Power
361,080 (see footnote 6 below)
9 Sole Dispositive Power
16,705,476 (see footnote 5 below)
10 Shared Dispositive Power
361,080 (see footnote 6 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
17,066,556 (see footnotes 5 and 6 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
16.58%
14 Type of Reporting Person*
IN
(5) Includes 5,050 shares of common stock which can be acquired
upon conversion of 3,000 shares of the issuer's 8.25%
Convertible Preferred Stock which are held of record by
Tamara L. Hughes.
(6) Includes 301,032 shares held of record by PS Insurance Company,
Ltd., 30,777 shares held of record by PS Orangeco, Inc., 1,348
shares held of record jointly by Tamara L. Hughes and B. Wayne
Hughes, Jr. and 27,923 shares held of record by Parker Hughes
Trust No. 2 dtd 12/24/92.
This Amendment No. 21 to Statement on Schedule 13D (the
"Amended and Restated Statement") amends and restates the Statement
on Schedule 13D dated March 3, 1989, as amended by Amendment No. 1
dated September 7, 1989, Amendment No. 2 dated March 27, 1990,
Amendment No. 3 dated November 1, 1990, Amendment No. 4 dated
January 2, 1991, Amendment No. 5 dated November 4, 1991, Amendment
No. 6 dated January 14, 1992, Amendment No. 7 dated December 28,
1992, Amendment No. 8 dated August 6, 1993, Amendment No. 9 dated
September 27, 1993, Amendment No. 10 dated December 28, 1993,
Amendment No. 11 dated April 4, 1994, Amendment No. 12 dated
September 30, 1994, Amendment No. 13 dated November 11, 1994,
Amendment No. 14 dated January 23, 1995, Amendment No. 15 dated
February 28, 1995, Amendment No. 16 dated June 30, 1995, Amendment
No. 17 dated November 16, 1995, Amendment No. 18 dated March 26, 1996,
Amendment No. 19 dated September 16, 1996, Amendment No. 20 dated
December 23, 1996 and Amendment No. 21 dated April 11, 1997.
Item 1. Security and Issuer
The class of securities to which this Statement on Schedule 13D
relates is the common stock, par value $.10 per share (the "Shares"),
of Public Storage, Inc., a California corporation formerly known
as Storage Equities, Inc. (the "Issuer"). 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 Amendment No. 22 to Statement on Schedule 13D is being filed
by PS Insurance Company, Ltd. ("PSIC"), PS Orangeco, Inc. ("PSOI"),
B. Wayne Hughes, B. Wayne Hughes, Jr. and Tamara L. Hughes
(collectively, the "Reporting Persons") pursuant to an Amended Joint
Filing Agreement which was previously filed.
On November 16, 1995, Public Storage Management, Inc. ("PSMI")
was merged with and into the Issuer (the "PSMI Merger") pursuant to
an Agreement and Plan of Reorganization dated as of June 30, 1995
and an Amendment to Agreement and Plan of Reorganization dated as
of November 13, 1995, each among the Issuer, Public Storage, Inc.
("Old PSI") and PSMI (collectively, the "Agreement and Plan of
Reorganization"). Prior to the Restructuring (described below)
and the PSMI Merger, (i) PSI Holdings, Inc. ("PSH") was the sole
shareholder of Old PSI and Old PSI was the sole shareholder of PSIC
and PSMI and (ii) substantially all of the stock of PSH was held by
B. Wayne Hughes, as trustee of the B.W. Hughes Living Trust, Tamara L.
Hughes, an adult daughter of B. Wayne Hughes and B. Wayne Hughes, Jr.,
an adult son of B. Wayne Hughes (collectively, the "Hughes Family").
Prior to the PSMI Merger, (i) PSIC was distributed, in a spin-off
intended to qualify as tax-free under Section 355 of the Internal
Revenue Code, to the Hughes Family and (ii) Old PSI was merged with
and into PSH, which was followed by the merger of PSH with and into
PSMI (collectively, the "Restructuring"). At the time of the PSMI
Merger, substantially all of the stock of PSMI was held by the Hughes
Family as follows: 46.6% by B. Wayne Hughes, as trustee of the B.W.
Hughes Living Trust, 46.5% by Tamara L. Hughes and 6.7% by B. Wayne
Hughes, Jr. As a result of the Restructuring and the PSMI Merger, Old
PSI, PSH and PSMI ceased to exist. In connection with the PSMI Merger,
the Issuer changed its name from Storage Equities, Inc. to Public
Storage, Inc. Immediately following the PSMI Merger, the Company
transferred the merchandise business acquired in the PSMI Merger to
PSOI in exchange for non-voting preferred stock of PSOI (representing
approximately 95% of the equity) and the voting common stock of PSOI
(representing approximately 5% of the equity) was acquired by the
Hughes Family.
PSIC is a corporation organized under the laws of Bermuda. It is
owned by the Hughes Family as follows: 45.4% by B. Wayne Hughes, 46.8%
by Tamara L. Hughes and 7.8% by B. Wayne Hughes, Jr. Its principal
business activity is to reinsure casualty policies sold to tenants of
mini-warehouse facilities. The principal office of PSIC is located at
41 Cedar Avenue, Hamilton, Bermuda.
PSOI is a corporation organized under the laws of California.
The voting common stock of PSOI (representing approximately 5% of the
equity) is owned one-third each by B. Wayne Hughes, Tamara L. Hughes
and B. Wayne Hughes, Jr., and the non-voting preferred stock of PSOI
(representing approximately 95% of the equity) is owned by the Issuer.
PSOI's principal business activity is to sell locks and boxes to
tenants of mini-warehouse facilities. The principal office of PSOI
is located at 701 Western Avenue, Suite 200, Glendale, California
91201-2397.
Mr. B. Wayne Hughes, a United States citizen, is the Chairman of
the Board and Chief Executive Officer of the Issuer. His business
address is 701 Western Avenue, Suite 200, Glendale, California
91201-2397. Mr. Hughes is the father of B. Wayne Hughes, Jr., Tamara
L. Hughes and Parker Hughes (a minor), the beneficiary of Parker Hughes
Trust No. 2.
Mr. B. Wayne Hughes, Jr., a United States citizen, is a Vice
President-Acquisitions of the Issuer. His business address is
701 Western Avenue, Suite 200, Glendale, California 91201-2397.
Parker Hughes Trust No. 2 is an irrevocable trust formed under a
trust agreement dated 12/24/92 and governed by the laws of the State
of California. Tamara L. Hughes is the trustee of Parker Hughes Trust
No. 2. Parker William Lawrence Hughes, a minor son of B. Wayne Hughes,
is the beneficiary of Parker Hughes Trust No. 2. B. Wayne Hughes is
the settlor of Parker Hughes Trust No. 2. The address of Parker Hughes
Trust No. 2 is 701 Western Avenue, Suite 200, Glendale, California
91201-2397.
Ms. Tamara L. Hughes, a United States citizen, is a Vice
President-Administration of the Issuer. Her business address is
701 Western Avenue, Suite 200, Glendale, California 91201-2397.
Because of the relationship among the Reporting Persons, such
Reporting Persons may be deemed a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934. However, each of the
Reporting Persons disclaims that he or it constitutes such a group. In
addition, except as otherwise disclosed herein, each Reporting Person
claims beneficial ownership only of those Shares set out following his
or its name under Item 5 hereof and disclaims beneficial ownership of
any Shares covered by this Amended and Restated Statement owned by
any other Reporting Person. The filing of this Amended and Restated
Statement shall not be deemed an admission that the Reporting Persons
constitute such a group or that a Reporting Person is a beneficial
owner of Shares owned by any other Reporting Person.
During the last five years, neither the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any executive officer,
director or person controlling any 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 or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation
In the PSMI Merger, the Issuer acquired a significant amount
of real estate related assets and as a result of the PSMI Merger,
the Issuer became self-advised and self-managed. The aggregate
consideration paid by the Issuer in the PSMI Merger to the
shareholders of PSMI consisted of (i) the issuance on November 16,
1995 (the effective date of the PSMI Merger) of 30,000,000 Shares of
the Issuer (subject to post-closing adjustment) having a market value
of $16.088 per share based on the average closing price of the
Issuer's common stock on the New York Stock Exchange for the 30
consecutive trading days ending on June 29, 1995, the day prior to
the date the Agreement and Plan of Reorganization was executed, and
$17.75 per share based on the closing price of the Issuer's common
stock on the New York Stock Exchange on November 16, 1995, the
effective date of the PSMI Merger, (ii) the issuance on January 22,
1996 of an additional 5,861,723 Shares of the Issuer issued as post-
closing adjustments (in respect of 6,412,210 Shares of the Issuer that
were owned by PSMI at the effective time of the PSMI Merger which were
cancelled in the PSMI Merger and reissued to the Hughes Family as a
post-closing adjustment, offset by a reduction in the total number of
Shares issuable in the PSMI Merger resulting from a further post-
closing adjustment, (iii) the issuance on January 2, 1996 of 7,000,000
shares of Class B Common Stock of the Issuer and (iv) assumption of
$68 million of PSMI debt and consolidated property debt of $4.7
million. Substantially all of the consideration paid in the PSMI
Merger was paid to the Hughes Family. For a detailed description of
the PSMI Merger, see the Issuer's definitive proxy statement dated
October 11, 1995.
As of June 24, 1997 and subsequent to that date through June 30,
1997, PSIC owned a total of 301,032 Shares. These Shares were acquired
as follows: (i) for 148,300 of these Shares, PSIC paid an approximate
aggregate purchase price (including commissions) of $1,725,883, which
funds were obtained from PSIC's working capital, (ii) 71,900 of these
Shares were originally acquired by Old PSI for an approximate aggregate
purchase price of $689,920 (with funds obtained from Old PSI's working
capital) and these Shares were subsequently transferred to PSIC by Old
PSI, (iii) the remaining 79,800 of these Shares represent transaction
fees earned in connection with the Issuer's acquisition of limited
partnership interests in affiliated real estate limited partnerships
(these Shares were transferred to PSIC by Old PSI) and (iv) pursuant to
a merger of Storage Properties, Inc. ("SPI") into the Issuer (the "SPI
Merger") which was effective June 27, 1996, PSIC acquired 1,032 Shares
of the Issuer in exchange for the surrender of 3,000 shares of SPI
common stock (the terms of the SPI Merger are set forth in the Agreement
and Plan of Reorganization between SPI and the Issuer dated as of March
4, 1996 and the related Agreement of Merger, which were filed with the
Issuer's Registration Statement on Form S-4 (File No. 333-03749)).
As of June 24, 1997 and subsequent to that date through June 30,
1997, PSOI owned a total of 30,777 Shares, which Shares were contributed
to PSOI on November 14, 1995 one-third each by B. Wayne Hughes (as
trustee of the B.W. Hughes Living Trust), Tamara L. Hughes and B. Wayne
Hughes, Jr. in exchange for the acquisition of one-third of PSOI's
voting common stock by each of B. Wayne Hughes (as trustee of the B.W.
Hughes Living Trust), Tamara L. Hughes and B. Wayne Hughes, Jr.
As of June 24, 1997 and subsequent to that date through June 30,
1997, Mr. B. Wayne Hughes owned a total of 19,137,808 Shares (exclusive
of Shares owned by PSIC and PSOI). These Shares were acquired (or
deemed to be acquired) as follows: (i) 17,676 Shares were acquired as
follows: (a) 550,293 Shares were acquired for an approximate aggregate
purchase price (including commissions) of $7,653,114, which funds were
obtained from Mr. Hughes' personal funds, and (b) on November 14, 1995,
B. Wayne Hughes, Trustee for B.W. Hughes Living Trust sold 532,617 of
these Shares to PSMI for an aggregate price of $9,453,952, (ii)(a)
pursuant to a merger of Public Storage Properties VIII, Inc. ("PSP8")
into the Issuer (the "PSP8 Merger") which was effective September 30,
1994, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired
206,892 Shares of the Issuer in exchange for the surrender of 144,781
shares of PSP8 common stock series A (the terms of the PSP8 Merger are
set forth in the Agreement and Plan of Reorganization between PSP8 and
the Issuer dated as of April 14, 1994 and the related Agreement of
Merger, which were filed with the Issuer's Registration Statement on
Form S-4 (File No. 33-54557)) and (b) on March 26, 1997, B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust transferred these Shares to
a third party as a gift, (iii) 156,100 Shares were acquired by B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust from Harkham Industries,
Inc. (DBA Jonathan Martin, Inc.), a corporation wholly owned by Uri P.
Harkham, a director of the Issuer, on November 30, 1994 in a privately
negotiated transaction for an aggregate price of $2,107,350, with funds
obtained from Mr. Hughes' personal funds, and on November 14, 1995, B.
Wayne Hughes, Trustee for B.W. Hughes Living Trust sold these 156,100
Shares to PSMI for an aggregate price of $2,770,775, (iv) 27,400 of
these Shares were originally acquired by Mr. Hughes' wife, Kathleen
Becker Hughes, as custodian (under the Uniform Transfer to Minors Act)
for their son Parker Hughes (the "Custodial Account") for an
approximate aggregate purchase price (including commissions) of
$248,612 using funds contributed by Mr. Hughes, and these Shares were
subsequently transferred from the Custodial Account to Kathleen Becker
Hughes, Trustee FBO Parker Hughes Trust dtd 3/7/91 ("Parker Hughes
Trust No. 1") (Parker Hughes Trust No. 1 is an irrevocable trust
governed by the laws of the State of California, B. Wayne Hughes is
the settlor of Parker Hughes Trust No. 1 and Parker Hughes is the
beneficiary of Parker Hughes Trust No. 1), (v) (a) pursuant to a merger
of Public Storage Properties VI, Inc. ("PSP6") into the Issuer (the
"PSP6 Merger") which was effective February 28, 1995, B. Wayne Hughes,
Trustee for B.W. Hughes Living Trust acquired a total of 250,351 Shares
of the Issuer in exchange for the surrender of 145,215 shares of PSP6
common stock series A (the terms of the PSP6 Merger are set forth in
the Agreement and Plan of Reorganization between PSP6 and the Issuer
dated as of September 26, 1994 and the related Agreement of Merger,
which were filed with the Issuer's Registration Statement on Form S-4
(File No. 33-56925)), (b) on May 11, 1995, B. Wayne Hughes, Trustee for
B.W. Hughes Living Trust transferred 93,023 of these Shares to a third
party as a gift and (c) on November 27, 1995, B. Wayne Hughes, Trustee
for B.W. Hughes Living Trust transferred 157,328 of these Shares to a
third party as a gift, (vi) pursuant to the PSP6 Merger, Parker Hughes
Trust No. 1 acquired 2,069 Shares of the Issuer in exchange for the
surrender of 1,200 shares of PSP6 common stock series A, (vii) 142,917
Shares were acquired by B. Wayne Hughes, Trustee for B.W. Hughes Living
Trust from B. Wayne Hughes, Jr. on February 28, 1995 in a privately
negotiated transaction for an aggregate price of $2,038,000 consisting
of the cancellation of $2,038,000 of debt of B. Wayne Hughes, Jr. to
B. Wayne Hughes, (viii) 16,399 Shares were acquired as follows: (a)
pursuant to a merger of Public Storage Properties VII, Inc. ("PSP7")
into the Issuer (the "PSP7 Merger") which was effective June 30, 1995,
B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 248,889
Shares of the Issuer in exchange for the surrender of 215,488 shares of
PSP7 common stock series A (the terms of the PSP7 Merger are set forth
in the Agreement and Plan of Reorganization between PSP7 and the Issuer
dated as of February 2, 1995 and the related Agreement of Merger, which
were filed with the Issuer's Registration Statement on Form S-4 (File
No. 33-58893)), (b) on September 6, 1995, B. Wayne Hughes, Trustee
for B.W. Hughes Living Trust transferred 96,000 of these Shares to a
third party as a gift, (c) on November 1, 1995, B. Wayne Hughes,
Trustee for B.W. Hughes Living Trust transferred 65,754 of these
Shares to a third party as a gift, (d) on November 14, 1995,
B. Wayne Hughes, Trustee for B.W. Hughes Living Trust contributed
10,259 of these Shares to PSOI in exchange for one-third of PSOI's
voting common stock, (e) on June 18, 1996, B. Wayne Hughes, Trustee
for B.W. Hughes Living Trust transferred 50,000 of these Shares to a
third party as a gift and (f) on March 26, 1997, B. Wayne Hughes,
Trustee for B.W. Hughes Living Trust transferred 10,477 of these Shares
to a third party as a gift, (ix) pursuant to the PSMI Merger, B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust was issued 16,089,553
Shares on November 16, 1995, which Shares were subject to certain
post-closing adjustments, (x) as post-closing adjustments to the Shares
issued pursuant to the PSMI Merger, B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust was issued 2,744,889 Shares on January 22, 1996
in respect of Shares that were owned by PSMI at the effective time of
the PSMI Merger and cancelled in the PSMI Merger and reissued as a
post-closing adjustment, offset by a reduction in the total number of
Shares issuable in the PSMI Merger resulting from a further post-
closing adjustment, (xi)(a) pursuant to a merger of Public Storage
Properties IX, Inc. ("PSP9") into the Issuer (the "PSP9 Merger") which
was effective March 26, 1996, B. Wayne Hughes, Trustee for B.W. Hughes
Living Trust acquired 89,169 Shares of the Issuer in exchange for the
surrender of 104,781 shares of PSP9 common stock series A (the terms
of the PSP9 Merger are set forth in the Agreement and Plan of
Reorganization among the Issuer, PSP9 and PS Business Parks, Inc.
dated as of December 13, 1995 and the related Agreement of Merger
between the Issuer and PSP9, which were filed with the Issuer's
Registration Statement on Form S-4 (File No. 333-00591)),
(b) on June 4, 1996, B. Wayne Hughes, Trustee for B.W. Hughes Living
Trust transferred 40,000 of these Shares to a third party as a gift and
(c) on March 26, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living
Trust transferred 49,169 of these Shares to a third party as a gift,
(xii)(a) pursuant to a merger of Public Storage Properties X, Inc.
("PSP10") into the Issuer (the "PSP10 Merger") which was effective
September 16, 1996, B. Wayne Hughes, Trustee for B.W. Hughes Living
Trust acquired 101,400 Shares of the Issuer in exchange for the
surrender of 107,415 shares of PSP10 common stock series A (the terms
of the PSP10 Merger are set forth in the Agreement and Plan of
Reorganization between PSP10 and the Issuer dated as of June 20, 1996
and the related Agreement of Merger, which were filed with the Issuer's
Registration Statement on Form S-4 (File No. 333-08671)) and (b) on
March 26, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
transferred these Shares to a third party as a gift, (xiii) 421 Shares
were acquired as follows: (a) pursuant to a merger of Public Storage
Properties XII, Inc. ("PSP12") into the Issuer (the "PSP12 Merger")
which was effective September 16, 1996, B. Wayne Hughes, Trustee for
B.W. Hughes Living Trust acquired 91,526 Shares of the Issuer in
exchange for the surrender of 424 shares of PSP12 common stock series A,
36,890.6 shares of PSP12 common stock series B and 72,347.6 shares of
PSP12 common stock series C (the terms of the PSP12 Merger are set forth
in the Agreement and Plan of Reorganization between PSP12 and the Issuer
dated as of June 20, 1996 and the related Agreement of Merger, which
were filed with the Issuer's Registration Statement on Form S-4 (File
No. 333-08791)) and (b) on March 26, 1997, B. Wayne Hughes, Trustee for
B.W. Hughes Living Trust transferred 91,105 of these Shares to a third
party as a gift, (xiv) pursuant to the PSP12 Merger, Parker Hughes Trust
No. 1 acquired 3,674 Shares of the Issuer in exchange for the surrender
of 3,700 shares of PSP12 common stock series A, (xv)(a) pursuant to a
merger of Partners Preferred Yield, Inc. ("PPY") into the Issuer (the
"PPY Merger") which was effective December 23, 1996, B. Wayne Hughes,
Trustee for B.W. Hughes Living Trust acquired 75,997 Shares of the
Issuer in exchange for the surrender of 84,175 shares of PPY common
stock series B, 49,515 shares of PPY common stock series C and 32,607.2
shares of PPY common stock series D (the terms of the PPY Merger are set
forth in the Agreement and Plan of Reorganization among PPY, Partners
Preferred Yield II, Inc. ("PPY2"), Partners Preferred Yield III, Inc.
("PPY3") and the Issuer dated as of August 15, 1996 and the related
Agreement of Merger (collectively, the "PPY, PPY2 and PPY3 Merger
Agreement"), which were filed with the Issuer's Registration Statement
on Form S-4 (File No. 333-14161)) and (b) on March 26, 1997, B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust transferred these Shares to
a third party as a gift, (xvi)(a) pursuant to a merger of PPY2 into the
Issuer (the "PPY2 Merger") which was effective December 23, 1996,
B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 80,155
Shares of the Issuer in exchange for the surrender of 84,175 shares of
PPY2 common stock series B, 49,515 shares of PPY2 common stock series C
and 32,607.2 shares of PPY2 common stock series D (the terms of the PPY2
Merger are set forth in the PPY, PPY2 and PPY3 Merger Agreement) and (b)
on March 26, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
transferred these Shares to a third party as a gift, (xvii)(a) pursuant
to a merger of PPY3 into the Issuer (the "PPY3 Merger") which was
effective December 23, 1996, B. Wayne Hughes, Trustee for B.W. Hughes
Living Trust acquired 34,805 Shares of the Issuer in exchange for the
surrender of 3,037 shares of PPY3 common stock series A, 33,742 shares
of PPY3 common stock series B, 19,848 shares of PPY3 common stock series
C and 13,070.8 shares of PPY3 common stock series D (the terms of the
PPY3 Merger are set forth in the PPY, PPY2 and PPY3 Merger Agreement)
and (b) on March 26, 1997, B. Wayne Hughes, Trustee for B.W. Hughes
Living Trust transferred these Shares to a third party as a gift,
(xviii) pursuant to a merger of Public Storage Properties XIV, Inc.
("PSP14") into the Issuer (the "PSP14 Merger") which was effective April
11, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired
390 Shares of the Issuer in exchange for the surrender of 535 shares of
PSP14 common stock series A (the terms of the PSP14 Merger are set forth
in the Agreement and Plan of Reorganization among PSP14, Public Storage
Properties XV, Inc. ("PSP15") and the Issuer dated as of December 5,
1996 and the related Agreement of Merger (collectively, the "PSP14 and
PSP15 Merger Agreement"), which were filed with the Issuer's
Registration Statement on Form S-4 (File No. 333-22665)), (xix) pursuant
to the PSP14 Merger, B. Wayne Hughes' wife acquired 219 Shares of the
Issuer in exchange for the surrender of 300 shares of PSP14 common stock
series A, (xx) pursuant to the PSP14 Merger, Parker Hughes Trust No. 1
acquired 9,550 Shares of the Issuer in exchange for the surrender of
13,100 shares of PSP14 common stock series A, (xx) pursuant to a merger
of PSP15 into the Issuer (the "PSP15 Merger") which was effective April
11, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired
401 Shares of the Issuer in exchange for the surrender of 535 shares of
PSP15 common stock series A (the terms of the PSP15 Merger are set forth
in the PSP14 and PSP15 Merger Agreement), (xxi) pursuant to a merger of
Public Storage Properties XVI, Inc. ("PSP16") into the Issuer (the
"PSP16 Merger") which was effective June 24, 1997, B. Wayne Hughes,
Trustee for B.W. Hughes Living Trust acquired 80,662 Shares of the
Issuer in exchange for the surrender of 748 shares of PSP16 common stock
series A and 184,160.4 shares of PSP16 common stock series C (the terms
of the PSP16 Merger are set forth in the Agreement and Plan of
Reorganization among PSP16, Public Storage Properties XVII, Inc.
("PSP17"), Public Storage Properties XVIII, Inc. ("PSP18"), Public
Storage Properties XIX, Inc. ("PSP19") and the Issuer dated as of April
9, 1997 and the related Agreement of Merger (collectively, the "PSP16,
PSP17, PSP18 and PSP19 Merger Agreement"), which were filed with the
Issuer's Registration Statement on Form S-4 (File No. 333-26959)),
(xxii) pursuant to a merger of PSP17 into the Issuer (the "PSP17
Merger") which was effective June 24, 1997, B. Wayne Hughes, Trustee for
B.W. Hughes Living Trust acquired 522 Shares of the Issuer in exchange
for the surrender of 748 shares of PSP17 common stock series A (the
terms of the PSP17 Merger are set forth in the PSP16, PSP17, PSP18 and
PSP19 Merger Agreement), (xxiii) pursuant to a merger of PSP19 into the
Issuer (the "PSP19 Merger") which was effective June 24, 1997, B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust acquired 396 Shares of the
Issuer in exchange for the surrender of 651 shares of PSP19 common stock
series A (the terms of the PSP19 Merger are set forth in the PSP16,
PSP17, PSP18 and PSP19 Merger Agreement), and (xxiv) pursuant to the
PSP19 Merger, Parker Hughes Trust No. 1 acquired 670 Shares of the
Issuer in exchange for the surrender of 1,100 shares of PSP19 common
stock series A.
As of June 24, 1997 and subsequent to that date through June 30,
1997, Mr. B. Wayne Hughes, Jr. and Tamara L. Hughes owned jointly a
total of 1,348 Shares. These Shares were acquired as follows: (i) 950
Shares were acquired for an approximate aggregate purchase price
(including commissions) of $9,921, which funds were obtained from Mr.
Hughes, Jr.'s and Ms. Hughes' personal funds and (ii) pursuant to the
PSP17 Merger, B. Wayne Hughes, Jr. and Tamara L. Hughes acquired jointly
398 Shares of the Issuer in exchange for the surrender of 570 shares of
PSP17 common stock series A.
As of June 24, 1997 and subsequent to that date through June 30,
1997, Mr. B. Wayne Hughes, Jr. owned (or was deemed to own) a total of
1,006,755 Shares (exclusive of Shares owned by PSOI and Shares owned
jointly by B. Wayne Hughes, Jr. and Tamara L. Hughes). These Shares
were acquired (or deemed to be acquired) as follows: (i) 219,985 Shares
were acquired as follows: (a) 230,244 Shares were acquired for an
approximate aggregate purchase price (including commissions) of
$2,796,974, which funds were obtained from Mr. Hughes, Jr.'s personal
funds and (b) on November 14, 1995, B. Wayne Hughes, Jr. contributed
10,259 of these Shares to PSOI in exchange for one-third of PSOI's
voting common stock, (ii) pursuant to the PSP8 Merger, (a) B. Wayne
Hughes, Jr. acquired 179 Shares of the Issuer in exchange for the
surrender of 125 shares of PSP8 common stock series A and (b) B. Wayne
Hughes, Jr. as custodian for his daughter acquired 286 Shares of the
Issuer in exchange for the surrender of 200 shares of PSP8 common stock
series A, (iii) 1,472 Shares can be acquired upon conversion of 875
shares of the Issuer's 8.25% Convertible Preferred Stock which are
beneficially owned by B. Wayne Hughes, Jr. (the Issuer's 8.25%
Convertible Preferred Stock (the "Convertible Preferred Stock") is
convertible into common stock, at the option of the holder, based on a
conversion rate of 1.6835-for-1; cash would be paid for fractional
shares based on the market price of the common stock on the conversion
date), and the 875 shares of Convertible Preferred Stock were acquired
for an approximate aggregate purchase price (including commissions) of
$24,588, which funds were obtained from Mr. Hughes, Jr.'s personal
funds, (iv) 103,392 Shares were acquired as follows: (a) in April 1994,
B. Wayne Hughes, Jr. acquired a total of 526,300 Shares for an
approximate aggregate purchase price (including commissions) of
$7,383,989, of which funds $4,750,000 was borrowed under Mr. Hughes,
Jr.'s credit agreement with Wells Fargo Bank which is referenced under
Item 7, Exhibit 2 (the "Wells Fargo Note") and $2,633,989 was advanced
by Old PSI (the "Old PSI Note"), and the Old PSI Note bore interest at
Wells Fargo Bank's prime rate plus 0.50%, (b) the Wells Fargo Note was
subsequently paid off in full, of which $2,038,000 was paid with funds
advanced to B. Wayne Hughes, Jr. by B. Wayne Hughes (the "B. Wayne
Hughes Note"), $1,484,000 was paid with funds advanced to B. Wayne
Hughes, Jr. by Tamara L. Hughes (the "Tamara Hughes Note") and the
balance was paid with Mr. Hughes, Jr.'s funds, (c) on February 1, 1995,
Mr. Hughes, Jr. sold 279,991 of these Shares to Tamara L. Hughes in a
privately negotiated transaction for an aggregate price of $3,992,671
consisting of the cancellation of the Tamara Hughes Note and the
assumption by Tamara L. Hughes of $2,508,671 of the Old PSI Note and (d)
on February 28, 1995, Mr. Hughes, Jr. sold 142,917 of these Shares to B.
Wayne Hughes in a privately negotiated transaction for an aggregate
price of $2,038,000 consisting of the cancellation of the B. Wayne
Hughes Note, (v) pursuant to the PSMI Merger, B. Wayne Hughes, Jr. was
issued 144,254 Shares on November 16, 1995, which Shares were subject to
certain post-closing adjustments, (vi) as post-closing adjustments to
the Shares issued pursuant to the PSMI Merger, B. Wayne Hughes, Jr. was
issued 455,746 Shares on January 22, 1996 in respect of Shares that were
owned by PSMI at the effective time of the PSMI Merger and cancelled in
the PSMI Merger and reissued as a post-closing adjustment, offset by a
reduction in the total number of Shares issuable in the PSMI Merger
resulting from a further post-closing adjustment, (vii) pursuant to the
PSP12 Merger, (a) B. Wayne Hughes, Jr. acquired 20,851 Shares of the
Issuer in exchange for the surrender of 6,522 shares of PSP12 common
stock series B and 18,480 shares of PSP12 common stock series C, (b)
B. Wayne Hughes, Jr. as custodian for his daughter acquired 2,085 Shares
of the Issuer in exchange for the surrender of 2,100 shares of PSP12
common stock series A, and (c) B. Wayne Hughes, Jr.'s wife as custodian
for their daughter acquired 1,887 Shares of the Issuer in exchange for
the surrender of 1,900 shares of PSP12 common stock series A, (viii)
pursuant to the PPY3 Merger, B. Wayne Hughes, Jr. as custodian for his
daughter acquired 386 Shares of the Issuer in exchange for the surrender
of 500 shares of PPY3 common stock series A, (ix) pursuant to the PSP14
Merger, B. Wayne Hughes, Jr. acquired 6,269 Shares of the Issuer in
exchange for the surrender of 1,000 shares of PSP14 common stock series
A, 2,572 shares of PSP14 common stock series B and 7,287 shares of PSP14
common stock series C, (x) pursuant to the PSP15 Merger, B. Wayne
Hughes, Jr. acquired 28,027 shares of the Issuer in exchange for the
surrender of 16,393 shares of PSP15 common stock series B and 46,448
shares of PSP15 common stock series C, (xi) pursuant to the PSP16
Merger, (a) B. Wayne Hughes, Jr. acquired 13,852 Shares of the Issuer in
exchange for the surrender of 8,307 shares of PSP16 common stock series
B and 23,536 shares of PSP16 common stock series C and (b) B. Wayne
Hughes, Jr.'s wife as custodian for their daughter acquired 775 Shares
of the Issuer in exchange for the surrender of 1,050 shares of PSP16
common stock series A, and (xii) pursuant to the PSP17 Merger, (a)
B. Wayne Hughes, Jr. acquired 7,218 Shares of the Issuer in exchange for
the surrender of 160 shares of PSP17 common stock series A, 4,917 shares
of PSP17 common stock series B and 13,932 shares of PSP17 common stock
series C and (b) B. Wayne Hughes, Jr.'s wife as custodian for their
daughter acquired 91 Shares of the Issuer in exchange for the surrender
of 130 shares of PSP17 common stock series A.
As of June 24, 1997 and subsequent to that date through June 30,
1997, Parker Hughes Trust No. 2 owned a total of 27,923 Shares. These
Shares were acquired as follows: (i) 12,500 Shares were acquired for an
approximate aggregate purchase price (including commissions) of
$165,392, with funds obtained from the assets of Parker Hughes Trust No.
2, which were contributed by Mr. B. Wayne Hughes, the settlor of Parker
Hughes Trust No. 2, (ii) pursuant to the PSP8 Merger, Parker Hughes
Trust No. 2 acquired 3,430 Shares of the Issuer in exchange for the
surrender of 2,400 shares of PSP8 common stock series A, (iii) pursuant
to the PPY Merger, Parker Hughes Trust No. 2 acquired 3,150 Shares of
the Issuer in exchange for the surrender of 4,400 shares of PPY common
stock series A, (iv) pursuant to the PPY2 Merger, Parker Hughes Trust
No. 2 acquired 3,294 Shares of the Issuer in exchange for the surrender
of 4,300 shares of PPY2 common stock series A, (v) pursuant to the PPY3
Merger, Parker Hughes Trust No. 2 acquired 2,930 Shares of the Issuer in
exchange for the surrender of 3,800 shares of PPY3 common stock series
A, and (vi) pursuant to the PSP19 Merger, Parker Hughes Trust No. 2
acquired 2,619 Shares of the Issuer in exchange for the surrender of
4,300 shares of PSP19 common stock series A.
As of June 24, 1997 and subsequent to that date through June 30,
1997, Ms. Tamara L. Hughes owned (or was deemed to own) a total of
16,705,476 Shares (exclusive of Shares owned by PSIC and PSOI, Shares
owned jointly by Tamara L. Hughes and B. Wayne Hughes, Jr. and Shares
owned by Parker Hughes Trust No. 2). These Shares were acquired (or
deemed to be acquired) as follows: (i) 278,601 Shares were acquired as
follows: (a) 288,860 Shares were acquired for an approximate aggregate
purchase price (including commissions) of $2,628,763, which funds were
obtained from Ms. Hughes' personal funds and (b) on November 14, 1995,
Tamara L. Hughes contributed 10,259 of these Shares to PSOI in exchange
for one-third of PSOI's voting common stock, (ii) 5,050 Shares can be
acquired upon conversion of 3,000 shares of Convertible Preferred Stock
which are held of record by Tamara L. Hughes, and the 3,000 shares of
Convertible Preferred Stock were acquired for an approximate aggregate
purchase price (including commissions) of $82,740, which funds were
obtained from Ms. Hughes' personal funds, (iii) 279,991 Shares were
acquired by Tamara L. Hughes from B. Wayne Hughes, Jr. on February 1,
1995 in a privately negotiated transaction for an aggregate price of
$3,992,671 consisting of the cancellation of the Tamara Hughes Note and
the assumption by Tamara L. Hughes of $2,508,671 of the Old PSI Note,
and on November 14, 1995, Tamara L. Hughes sold these 279,991 Shares to
PSMI for an aggregate price of $4,969,840, a portion of which was used
to pay off Tamara Hughes' portion of the Old PSI Note, (iv) pursuant to
the PSMI Merger, Tamara L. Hughes was issued 13,667,026 Shares on
November 16, 1995, which Shares were subject to certain post-closing
adjustments, (v) as post-closing adjustments to the Shares issued
pursuant to the PSMI Merger, Tamara L. Hughes was issued 2,661,088
Shares on January 22, 1996 in respect of Shares that were owned by PSMI
at the effective time of the PSMI Merger and cancelled in the PSMI
Merger and reissued as a post-closing adjustment, offset by a reduction
in the total number of Shares issuable in the PSMI Merger resulting from
a further post-closing adjustment, (vi) pursuant to the PSP12 Merger,
Tamara L. Hughes acquired 36,541 Shares of the Issuer in exchange for
the surrender of 15,800 shares of PSP12 common stock series A, 6,522
shares of PSP12 common stock series B and 18,480 shares of PSP12 common
stock series C, (vii) pursuant to the PSP14 Merger, Tamara L. Hughes
acquired 5,540 Shares of the Issuer in exchange for the surrender of
2,572 shares of PSP14 common stock series B and 7,287 shares of PSP14
common stock series C, (viii) pursuant to the PSP15 Merger, Tamara L.
Hughes acquired 28,927 shares of the Issuer in exchange for the
surrender of 1,200 shares of PSP15 common stock series A, 16,393 shares
of PSP15 common stock series B and 46,448 shares of PSP15 common stock
series C, (ix) pursuant to the PSP16 Merger, Tamara L. Hughes acquired
13,852 Shares of the Issuer in exchange for the surrender of 8,307
shares of PSP16 common stock series B and 23,536 shares of PSP16 common
stock series C, and (x) pursuant to the PSP17 Merger, Tamara L. Hughes
acquired 8,851 Shares of the Issuer in exchange for the surrender of
2,500 shares of PSP17 common stock series A, 4,917 shares of PSP17
common stock series B and 13,932 shares of PSP17 common stock series C.
Item 4. Purpose of Transaction
The purpose of the acquisition of Shares by the Reporting Persons
is for investment as part of the general investment portfolio of the
Reporting Persons acquiring such Shares. The Reporting Persons believe
that Issuer's shares of common stock represent a good investment.
The Reporting Persons intend to review their investments in the
Issuer on a continuing basis and may, at any time, consistent with the
Reporting Persons' obligations under the federal securities laws,
determine to increase or decrease their ownership of Shares through
purchases or sales of Shares in the open market or in privately
negotiated transactions. Such determination will depend on various
factors, including the Issuer's business prospects, other developments
concerning the Issuer, general economic conditions, money and stock
market conditions, and any other facts and circumstances which may
become known to the Reporting Persons regarding their investments in the
Issuer. At this time, one or more of the Reporting Persons and their
affiliates intend to continue to purchase Shares in the open market or
in privately negotiated transactions.
By virtue of the purchase of the Shares, the Reporting Persons
have no plans or proposals which relate to or would result in (i) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer; (ii) a sale or transfer of a material
amount of assets of the Issuer; (iii) any change in the present board of
directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or fill any position,
vacancies on the boards; (iv) any material change in the present
capitalization or dividend policy of the Issuer; (v) any other material
change in the Issuer's business or corporate structure; (vi) changes in
the Issuer's articles of incorporation or bylaws or other actions which
may impede the acquisition or control of the Issuer by any person; (vii)
any class of securities of the Issuer to be delisted from the national
securities exchange or cease to be quoted in an inter-dealer quotation
system of a registered national securities association; (viii) a class
of equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(d)(4) of the Securities Exchange Act
of 1934; or (ix) any action similar to any of those described above.
B. Wayne Hughes is Chairman of the Board and Chief Executive
Officer of the Issuer and, in his capacity as such, may, from time to
time, propose to Issuer's board of directors a wide variety of types of
transactions, including transactions similar to those described above.
Item 5. Interest in Securities of the Issuer
As of June 24, 1997 and subsequent to that date through June 30,
1997, each Reporting Person owned (or was deemed to own) the aggregate
number of Shares set forth below opposite his, her or its name. Such
Shares constitute approximately 36.93%, in the aggregate, of the
approximate total number of Shares outstanding (or deemed to be
outstanding) on June 24, 1997 of 100,759,288; and such Shares constitute
approximately 36.15%, in the aggregate, of the approximate total number
of Shares outstanding (or deemed to be outstanding) on June 30, 1997 of
102,943,538.
Approximate % of
Reporting Person No. of Shares Shares Outstanding
---------------- --------------- ------------------
PSIC 301,032 0.29%
PSOI 30,777 0.03%
B. Wayne Hughes 19,137,808 <F1> 18.59%
B. Wayne Hughes, Jr. and
Tamara L. Hughes 1,348 <F2> --
B. Wayne Hughes, Jr. 1,006,755 <F3> 0.98%
Parker Hughes Trust No. 2 27,923 0.03%
Tamara L. Hughes 16,705,476 <F4> 16.23%
---------- -----
Total 37,211,119 36.15%
<F1> Includes 19,086,549 Shares held of record by the B.W. Hughes
Living Trust as to which Mr. Hughes has voting and dispositive
power, 1,428 and 1,423 Shares, respectively, held by custodians
of individual retirement accounts for Mr. Hughes and Mr. Hughes'
wife as to which each has investment and dispositive power,
5,045 Shares held by Mr. Hughes' wife as to which she has
investment and dispositive power and 43,363 Shares held of
record by Parker Hughes Trust No. 1 as to which Mr. Hughes'
wife, Kathleen Becker Hughes, as trustee of Parker Hughes Trust
No. 1, has voting and dispositive power. Excludes 301,032 Shares
held of record by PSIC as to which Mr. Hughes and Tamara Hughes
share voting and dispositive power and 30,777 Shares held of
record by PSOI as to which Mr. Hughes, Tamara Hughes and Mr.
Hughes, Jr. share voting and dispositive power.
<F2> Shares held of record jointly by Mr. Hughes, Jr. and Tamara
Hughes as to which they have joint voting and dispositive
power.
<F3> Includes 1,231 and 214 Shares, respectively, held by
custodians of individual retirement accounts for Mr. Hughes,
Jr. and Mrs. Hughes, Jr. as to which each has investment
and dispositive power, 5,967 Shares and 2,960 Shares,
respectively, held by Mr. Hughes, Jr. as custodian (under
the Uniform Transfer to Minors Act) for their daughter and
their son, respectively, as to which Mr. Hughes, Jr. has
voting and dispositive power, and 5,018 Shares held by Mrs.
Hughes, Jr. as custodian (under the Uniform Transfer to
Minors Act) for their daughter, as to which Mrs. Hughes, Jr.
has voting and dispositive power. Also includes (i) 589
Shares which can be acquired upon conversion of 350 Shares
of Convertible Preferred Stock, which Shares of Convertible
Preferred Stock are held by Mr. Hughes, Jr. as custodian
(under the Uniform Transfer to Minors Act) for their
daughter and (ii) 883 Shares which can be acquired upon
conversion of 525 Shares of Convertible Preferred Stock,
which Shares of Convertible Preferred Stock are held by Mrs.
Hughes, Jr. as custodian (under the Uniform Transfer to
Minors Act) for their daughter. Excludes 30,777 Shares held
of record by PSOI as to which Mr. Hughes, Jr., Mr. Hughes and
Tamara Hughes share voting and dispositive power, 1,348 Shares
held of record jointly by Mr. Hughes, Jr. and Tamara Hughes.
<F4> Includes 1,425 Shares held by a custodian of an individual
retirement account for Tamara Hughes as to which she has
investment and dispositive power, 1,300 Shares held by
Tamara Hughes' husband as to which he has investment and
dispositive power and 1,900 shares held by Tamara Hughes as
custodian (under the Uniform Transfer to Minors Act) for her
son, as to which Tamara Hughes has voting and dispositive power.
Also includes 5,050 Shares which can be acquired upon conversion
of 3,000 Shares of Convertible Preferred Stock, which Shares of
Convertible Preferred Stock are held of record by Tamara Hughes.
Excludes 301,032 Shares held of record by PSIC as to which
Mr. Hughes and Tamara Hughes share voting and dispositive power,
30,777 Shares held of record by PSOI as to which Tamara Hughes,
Mr. Hughes and Mr. Hughes, Jr. share voting and dispositive power,
1,348 Shares held of record jointly by Tamara Hughes and Mr.
Hughes, Jr. and 27,923 Shares held of record by Parker Hughes Trust
No. 2 as to which Tamara Hughes, as trustee of Parker Hughes Trust
No. 2, has voting and dispositive power.
B. Wayne Hughes and Tamara L. Hughes share the power to vote and
dispose of the Shares of the Issuer held by PSIC. B. Wayne Hughes,
Tamara L. Hughes and B. Wayne Hughes, Jr. share the power to vote and
dispose of the Shares of the Issuer held by PSOI. B. Wayne Hughes has
the sole power to vote and dispose of the Shares of the Issuer held
directly by him or by the B.W. Hughes Living Trust. B. Wayne Hughes'
wife, Kathleen Becker Hughes, as trustee of Parker Hughes Trust No. 1,
has the sole power to vote and dispose of the Shares of the Issuer held
by Parker Hughes Trust No. 1. B. Wayne Hughes, Jr. has the sole power
to vote and dispose of the Shares of the Issuer held directly by him or
by him as custodian for his son and his daughter, and Mrs. Hughes, Jr.
has the sole power to vote and dispose of the Shares of the Issuer held
by her as custodian for their daughter. Tamara L. Hughes has the sole
power to vote and dispose of the Shares of the Issuer held directly by
her or by her as custodian for her son. Tamara L. Hughes, as trustee of
Parker Hughes Trust No. 2, has the sole power to vote and dispose of the
Shares of the Issuer held by Parker Hughes Trust No. 2.
During the 60-day period ending June 24, 1997 and subsequent to
that date through June 30, 1997, the Reporting Persons purchased or sold
the number of Shares in the transactions, on the transaction dates and
at the prices per Share (not including commissions) set forth below
opposite his, her or its name.
<TABLE>
<CAPTION>
Price
Transaction No. of Type of per
Reporting Person Date Shares Bought Transaction Share
---------------- ----------- --------------- ----------- ------
<S> <C> <C> <C> <C>
B. Wayne Hughes 6/24/97 552 <F1> <F1>
6/24/97 80,110 <F2> <F2>
6/24/97 522 <F3> <F3>
6/24/97 1,066 <F4> <F4>
B. Wayne Hughes, Jr.
and Tamara L. Hughes 6/24/97 398 <F5> <F5>
B. Wayne Hughes, Jr. 6/24/97 775 <F6> <F6>
6/24/97 13,852 <F7> <F7>
6/24/97 203 <F8> <F8>
6/24/97 7,106 <F9> <F9>
Parker Hughes Trust
No. 2 6/24/97 2,619 <F10> <F10>
Tamara L. Hughes 6/24/97 13,852 <F11> <F11>
6/24/97 1,745 <F12> <F12>
6/24/97 7,106 <F13> <F13>
<FN>
<F1> Pursuant to the PSP16 Merger, B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust acquired 552 Shares of the Issuer in exchange
for the surrender of 748 shares of PSP16 common stock series A.
<F2> Pursuant to the PSP16 Merger, B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust acquired 80,110 Shares of the Issuer in
exchange for the surrender of 184,160.4 shares of PSP16 common
stock series C.
<F3> Pursuant to the PSP17 Merger, B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust acquired 522 Shares of the Issuer in exchange
for the surrender of 748 shares of PSP17 common stock series A.
<F4> Includes the following Shares acquired pursuant to the PSP19
Merger: (a) 396 Shares of the Issuer acquired by B. Wayne Hughes,
Trustee for B.W. Hughes Living Trust in exchange for the surrender
of 651 shares of PSP19 common stock series A and (b) 670 Shares of
the Issuer acquired by Parker Hughes Trust No. 1 in exchange for
the surrender of 1,100 shares of PSP19 common stock series A.
<F5> Pursuant to the PSP17 Merger, B. Wayne Hughes, Jr. and Tamara L.
Hughes acquired jointly 398 Shares of the Issuer in exchange for
the surrender of 570 shares of PSP17 common stock series A.
<F6> Pursuant to the PSP16 Merger, B. Wayne Hughes, Jr.'s wife as
custodian for their daughter acquired 775 Shares of the Issuer in
exchange for the surrender of 1,050 shares of PSP16 common stock
series A.
<F7> Pursuant to the PSP16 Merger, B. Wayne Hughes, Jr. acquired 13,852
Shares of the Issuer in exchange for the surrender of 8,307 shares
of PSP16 common stock series B and 23,536 shares of PSP16 common
stock series C.
<F8> Includes the following Shares acquired pursuant to the PSP17
Merger: (a) 112 Shares of the Issuer acquired by B. Wayne Hughes,
Jr. in exchange for the surrender of 160 shares of PSP17 common
stock series A and (b) 91 Shares of the Issuer acquired by
B. Wayne Hughes, Jr.'s wife as custodian for their daughter in
exchange for the surrender of 130 shares of PSP17 common stock
series A.
<F9> Pursuant to the PSP17 Merger, B. Wayne Hughes, Jr. acquired 7,106
Shares of the Issuer in exchange for the surrender of 4,917 shares
of PSP17 common stock series B and 13,932 shares of PSP17 common
stock series C.
<F10> Pursuant to the PSP19 Merger, Parker Hughes Trust No. 2 acquired
2,619 Shares of the Issuer in exchange for the surrender of 4,300
shares of PSP19 common stock series A.
<F11> Pursuant to the PSP16 Merger, Tamara L. Hughes acquired 13,852
Shares of the Issuer in exchange for the surrender of 8,307 shares
of PSP16 common stock series B and 23,536 shares of PSP16 common
stock series C.
<F12> Pursuant to the PSP17 Merger, Tamara L. Hughes acquired 1,745
Shares of the Issuer in exchange for the surrender of 2,500 shares
of PSP17 common stock series A.
<F13> Pursuant to the PSP17 Merger, Tamara L. Hughes acquired 7,106
Shares of the Issuer in exchange for the surrender of 4,917 shares
of PSP17 common stock series B and 13,932 shares of PSP17 common
stock series C.
</TABLE>
To the best of the Reporting Persons' knowledge, except as
disclosed herein, none of the Reporting Persons named in Item 2 has
any beneficial ownership of any Shares as of June 24, 1997 and
subsequent to that date through June 30, 1997, or has engaged in any
transaction in any Shares during the 60-day period ending June 24, 1997
and subsequent to that date through June 30, 1997.
Except as disclosed herein, no other person is known to the
Reporting Persons to have the right to receive or the power to direct
receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
In connection with the PSMI Merger, in order to assist the Issuer
in preserving its status as a "real estate investment trust" under the
Internal Revenue Code of 1986, B. Wayne Hughes, Tamara L. Hughes,
B. Wayne Hughes, Jr. and Parker Hughes Trust No. 2 (collectively, the
"Shareholders") entered into a Shareholders' Agreement with the Issuer
dated as of November 16, 1995 (the "Shareholders Agreement")
restricting the Shareholders' acquisition of additional shares of
capital stock of the Issuer and providing that, if at any time, for
any reason, more than 50% in value of the Issuer's outstanding capital
stock otherwise would be considered owned by five or fewer individuals,
a number of Shares owned by B. Wayne Hughes necessary to prevent such
violation will automatically and irrevocably be transferred to a
designated charitable beneficiary. The Shareholders Agreement is
referenced under Item 7, Exhibit 5 and is incorporated herein by this
reference.
Except as disclosed herein, to the best knowledge of the
Reporting Persons, there are at present no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
Reporting Persons named in Item 2 and between such persons 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 or the giving
or withholding of proxies, or a pledge or contingency the occurrence of
which would give another person voting power over securities of the
Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Amended Joint Filing Agreement was previously filed.
Exhibit 2 - Credit Agreement between B. Wayne Hughes, Jr. and
Wells Fargo Bank dated as of April 11, 1994 was previously filed.
Exhibit 3 - Agreement and Plan of Reorganization dated as of
June 30, 1995 by and among the Issuer, Old PSI and PSMI. Filed as
Appendix A to the Issuer's definitive Proxy Statement dated October 11,
1995 (filed October 13, 1995) and incorporated herein by reference.
Exhibit 4 - Amendment to Agreement and Plan of Reorganization
dated as of November 13, 1995 by and among the Issuer, Old PSI and
PSMI was previously filed.
Exhibit 5 - Shareholders' Agreement dated as of November 16, 1995
by and among the Issuer, B. Wayne Hughes, Tamara L. Hughes, B. Wayne
Hughes, Jr. and Parker Hughes Trust No. 2 was previously filed.
<PAGE>
SIGNATURES
Each person whose signature appears below hereby authorizes
B. Wayne Hughes and Harvey Lenkin, and each of them, as attorney-
in-fact, to sign on its or his behalf any amendment to this Amendment
No. 22 to Statement on Schedule 13D, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Amendment
No. 22 to Statement on Schedule 13D is true, complete and correct.
Dated: July 7, 1997
PS INSURANCE COMPANY, LTD.
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich,
Vice President
PS ORANGECO, INC.
By: /s/OBREN B. GERICH
-------------------
Obren B. Gerich,
Vice President
/s/B. WAYNE HUGHES
----------------------
B. Wayne Hughes
/s/B. WAYNE HUGHES, JR.
----------------------
B. Wayne Hughes, Jr.
/s/TAMARA LYNN HUGHES, TRUSTEE
----------------------
Tamara Lynn Hughes, Trustee FBO
Parker Hughes Trust No. 2 DTD
12/24/92
/s/TAMARA L. HUGHES
----------------------
Tamara L. Hughes
