UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
PS PARTNERS, LTD.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
NONE
(CUSIP Number)
David Goldberg, 701 Western Avenue, Glendale, California
91201-2397, 818/244-8080, ext. 529
--------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 2, 1998
(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. N/A
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Public Storage, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
WC
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
45,982
8 Shared Voting Power
N/A
9 Sole Dispositive Power
45,982
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
45,982
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
69.7%
14 Type of Reporting Person*
CO
The Statement on Schedule 13D dated February 28, 1995, as previously
amended by Amendment No. 1 (which was a Schedule 14D-1 filed by Public Storage,
Inc. on July 26, 1996) and Amendment No. 2 (which was Amendment No. 2 to the
Schedule 14D-1 filed by Public Storage, Inc. on September 10, 1996) (as amended,
the "Schedule 13D") filed by Public Storage, Inc., formerly known as Storage
Equities, Inc., relating to the units of limited partnership interest (the
"Units") of PS Partners, Ltd., a California limited partnership (the "Issuer"),
is amended by this Amendment No. 3 as set forth below. Capitalized terms that
are not defined herein have the meanings assigned to those terms in the Schedule
13D.
Item 1. Security and Issuer
-------------------
Item 1 of the Schedule 13D is supplemented as follows:
The address of the principal executive office of the Issuer is 701
Western Avenue, Glendale, California 91201-2397.
Item 2. Identity and Background
-----------------------
Item 2 of the Schedule 13D is supplemented as follows:
This Amendment No. 3 to Statement on Schedule 13D is filed by Public
Storage, Inc., formerly known as Storage Equities, Inc. ("PSI").
PSI is a real estate investment trust, organized as a corporation under
the laws of California, that has invested primarily in existing mini-warehouse
facilities (through direct ownership, as well as general and limited partnership
interests). PSI is a co-general partner of the Issuer. The principal executive
offices of PSI are located at 701 Western Avenue, Glendale, California
91201-2397.
The directors and executive officers of PSI, their employers, addresses
and current positions are listed below. Unless otherwise indicated, each
person's address is the same as the address of PSI listed above. B. Wayne
Hughes, Chairman of the Board and Chief Executive Officer of PSI, is a
co-general partner of the Issuer.
<TABLE>
<CAPTION>
Name of Director or Employer/Address/Nature
Executive Officer of PSI of Business Current Position
- ------------------------ ----------------------------------- ----------------
<S> <C> <C>
B. Wayne Hughes PSI Chairman of the Board and Chief
(Executive Officer and Director) Executive Officer
Harvey Lenkin PSI President
(Executive Officer and Director)
B. Wayne Hughes, Jr. PSI Vice President
(Officer and Director)
Carl B. Phelps PSI Senior Vice President
(Executive Officer)
John Reyes PSI Senior Vice President and Chief
(Executive Officer) Financial Officer
Marvin M. Lotz PSI Senior Vice President
(Executive Officer)
David Goldberg PSI Senior Vice President and General
(Executive Officer) Counsel
A. Timothy Scott PSI Senior Vice President and Tax
(Executive Officer) Counsel
Obren B. Gerich PSI Senior Vice President
(Executive Officer)
David P. Singelyn PSI Vice President and Treasurer
(Executive Officer)
Sarah Hass PSI Vice President and Secretary
(Executive Officer)
Robert J. Abernethy American Standard President
(Director) Development Company;
Self Storage Management Company
5221 West 102nd Street
Los Angeles, CA 90045
Developer and operator of mini-warehouses
Dann V. Angeloff The Angeloff Company President
(Director) 727 West Seventh Street
Suite 331
Los Angeles, CA 90017
Corporate financial advisory firm
William C. Baker The Santa Anita Companies, Inc. Chairman of the Board and Chief
(Director) 285 West Huntington Drive Executive Officer
Arcadia, CA 91007
Operator of the Santa Anita Racetrack
Thomas J. Barrack, Jr. Colony Capital, Inc. Chairman and Chief Executive Officer
(Director) 1999 Avenue of the Stars
Los Angeles, CA 90067
Real estate investment
Uri P. Harkham The Jonathan Martin President
(Director) Fashion Group
1157 South Crocker Street
Los Angeles, CA 90021
Designer, manufacturer and marketer of
women's clothing
Harkham Properties Chairman of the Board
1157 South Crocker Street
Los Angeles, CA 90021
Real estate
</TABLE>
To the knowledge of PSI, all of the foregoing persons are citizens of
the United States except Uri P. Harkham, who is a citizen of Australia.
During the last five years, neither PSI nor, to the best knowledge of
PSI, any executive officer, director or person controlling PSI, 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
------------------------------------------------
Item 3 of the Schedule 13D is supplemented as follows:
Subsequent to the date of Amendment No. 2 to Statement on Schedule 13D,
PSI acquired an additional 666 Units for an aggregate purchase price of $363,672
in cash, with funds obtained from PSI's working capital.
Item 4. Purpose of Transaction
----------------------
Item 4 of the Schedule 13D is supplemented as follows:
PSI and the Issuer have entered into an Agreement and Plan of
Reorganization by and among PSI, PS Partners Merger Co., Inc. and the Issuer,
dated as of July 14, 1998 (the "Agreement and Plan of Reorganization"). Under
the Agreement and Plan of Reorganization, each of the Units held by the public
limited partners will be converted into the right to receive a value of $713 in
PSI common stock or, at the limited partner's election, in cash. The Agreement
and Plan of Reorganization is referenced under Item 7, Exhibit 1 and is
incorporated herein by this reference.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is supplemented as follows:
As of June 2, 1998 and subsequent to that date through July 20, 1998,
PSI owned 45,982 Units, which constitute approximately 69.7% of the total number
of Units outstanding of 66,000.
PSI has the sole power to vote and the sole power to dispose of the
45,982 Units owned by it. These 45,982 Units are held of record by SEI Arlington
Acquisition Corporation, a wholly-owned subsidiary of PSI.
During the 60-day period ending June 2, 1998 and subsequent to that date
through July 20, 1998, PSI purchased the number of Units in the transactions, on
the transaction dates and at the prices per Unit (not including commissions) set
forth below opposite its name.
No. of Type Price
Transaction Units of per
Reporting Person Date Bought Transaction Unit
---------------- ----------- ------ ----------- -----
PSI 6/02/98 40 <F1> $548.00
_______________
<F1> Purchase directly from a Unitholder.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 - Agreement and Plan of Reorganization by and among PSI, PS
Partners Merger Co., Inc. and the Issuer dated as of July 14, 1998 (incorporated
by reference from Exhibit 2 to the Issuer's Current Report on Form 8-K dated
July 14, 1998).
<PAGE>
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: July 20, 1998 PUBLIC STORAGE, INC.
By: /S/ SARAH HASS
-------------------------
Sarah Hass
Vice President
