UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
PS PARTNERS II, 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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 1999
(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).
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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, 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
128,000
8 Shared Voting Power
N/A
9 Sole Dispositive Power
128,000
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
128,000
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
100%
14 Type of Reporting Person*
CO
The Statement on Schedule 13D dated October 25, 1994, as previously
amended and restated by Amendment No. 1 dated December 9, 1994 and amended by
Amendment No. 2 (which was a Schedule 14D-1 filed by Public Storage, Inc. on
August 21, 1996), Amendment No. 3 (which was Amendment No. 2 to the Schedule
14D-1 filed by Public Storage, Inc. on October 16, 1996) and Amendment No. 4
dated January 19, 1999 (filed January 25, 1999) (as amended, the "Schedule 13D")
filed by Public Storage, Inc. relating to the units of limited partnership
interest (the "Units") of PS Partners II, Ltd. (the "Issuer"), is amended by
this Amendment No. 5 as set forth below. Capitalized terms that are not defined
herein have the meanings assigned to those terms in the Schedule 13D.
<PAGE>
Item 3. Source and Amount of Funds or Other Compensation
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Item 3 of the Schedule 13D is supplemented as follows:
On May 7, 1999, PSI, through a wholly-owned subsidiary, acquired all of
the 33,053 Units that were not previously owned by PSI. PSI's acquisition of the
33,053 Units was accomplished through the merger (the "Merger") of PS Partners
II Merger Co., Inc., a wholly-owned, second-tier subsidiary of PSI, into the
Issuer. The consideration issued by PSI in the Merger to the holders of the
33,053 Units (the "Public Limited Partners") consisted of approximately
$8,550,099 in cash and approximately 569,000 shares of Common Stock of PSI ("PSI
Common Stock"). The cash consideration was paid by PSI from its working capital.
Item 4. Purpose of Transaction
----------------------
Item 4 of the Schedule 13D is supplemented as follows:
Pursuant to the Merger, each of the 33,053 Units held by the Public
Limited Partners was converted into the right to receive cash or PSI Common
Stock. Based upon the elections made by the Public Limited Partners, PSI paid to
the Public Limited Partners an aggregate of approximately $8,550,099 in cash and
approximately 569,000 shares of PSI Common Stock. As a result of the Merger, (i)
PSI, through a wholly-owned subsidiary, owns all of the 128,000 Units in the
Partnership and (ii) PSI and B. Wayne Hughes retain their general partner
interests in the Partnership, and the Partnership remains in existence.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is supplemented as follows:
As of May 7, 1999, the effective date of the Merger, PSI owned 128,000
Units, which constitute 100% of the total number of Units outstanding.
PSI has the sole power to vote and the sole power to dispose of the
128,000 Units owned by it. These 128,000 Units are held of record by SEI
Arlington Acquisition Corporation, a wholly-owned subsidiary of PSI.
During the period commencing January 25, 1999 (i.e., after the filing
of Amendment No. 4 to the Schedule 13D) and ending May 7, 1999, PSI acquired
33,053 Units on May 7, 1999 pursuant to the Merger for an aggregate
consideration paid by PSI to the Public Limited Partners of approximately
$8,550,099 in cash and approximately 569,000 shares of PSI Common Stock.
<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: May 17, 1999 PUBLIC STORAGE, INC.
By: /S/ SARAH HASS
-------------------------
Sarah Hass
Vice President
