UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Public Storage, Inc.
(Name of Issuer)
Depositary Shares Each Representing 1/1,000 of a Share of
Equity Stock, Series A, $.01 par value
(Title of Class of Securities)
74460D 72 9
(CUSIP Number)
David Goldberg, 701 Western Avenue, Glendale, California 91201-2349
818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 2000
(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(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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>
SCHEDULE 13D
CUSIP No. 74460D 72 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*
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
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
9,783
8 Shared Voting Power
N/A
9 Sole Dispositive Power
9,783
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
9,783
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.2%
14 Type of Reporting Person*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 74460D 72 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
1,000
8 Shared Voting Power
N/A
9 Sole Dispositive Power
1,000
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
1,000
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
--
14 Type of Reporting Person*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 74460D 72 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*
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
52,814
8 Shared Voting Power
10,783 (see footnote 1 below)
9 Sole Dispositive Power
52,814
10 Shared Dispositive Power
10,783 (see footnote 1 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
63,597 (see footnote 1 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
1.5%
14 Type of Reporting Person*
IN
(1) Includes 9,783 shares held of record by PS Insurance Company,
Ltd. and 1,000 shares held of record by PS Orangeco, Inc.
<PAGE>
SCHEDULE 13D
CUSIP No. 74460D 72 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*
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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
33,879
8 Shared Voting Power
43 (see footnote 2 below)
9 Sole Dispositive Power
33,879
10 Shared Dispositive Power
43 (see footnote 2 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
33,922 (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)
0.8%
14 Type of Reporting Person*
IN
(2) Includes 43 shares held of record jointly by B. Wayne Hughes, Jr. and
Tamara Hughes Gustavson.
<PAGE>
SCHEDULE 13D
CUSIP No. 74460D 72 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tamara Hughes Gustavson
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
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
1,192,323
8 Shared Voting Power
9,826 (see footnote 3 below)
9 Sole Dispositive Power
1,192,323
10 Shared Dispositive Power
9,826 (see footnote 3 below)
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
1,202,149 (see footnote 3 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
27.6%
14 Type of Reporting Person*
IN
(3) Includes 9,783 shares held of record by PS Insurance Company, Ltd.
and 43 shares held of record jointly by Tamara Hughes Gustavson and
B. Wayne Hughes, Jr.
<PAGE>
Item 1. Security and Issuer
- ----------------------------
The class of securities to which this Statement on Schedule 13D relates
is the Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock,
Series A, par value $.01 per share (the "Shares"), of Public Storage, Inc., a
California corporation (the "Issuer"). The address of the principal executive
office of the Issuer is 701 Western Avenue, Glendale, California 91201-2349.
Item 2. Identity and Background
- --------------------------------
This 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 Hughes Gustavson (collectively, the "Reporting Persons") pursuant to
a Joint Filing Agreement attached hereto as Exhibit 1.
PSIC is a corporation organized under the laws of Bermuda. It is owned
45.4% by B. Wayne Hughes, 46.8% by Tamara Hughes Gustavson 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 Hughes Gustavson 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,
Glendale, California 91201-2349.
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, Glendale, California 91201-2349. Mr. Hughes is the father of B.
Wayne Hughes, Jr. and Tamara Hughes Gustavson.
Mr. B. Wayne Hughes, Jr., a United States citizen, is Vice
President-Acquisitions and a director of the Issuer. His business address is 701
Western Avenue, Glendale, California 91201-2349.
Ms. Tamara Hughes Gustavson, a United States citizen, is a Vice
President-Administration of the Issuer. Her business address is 701 Western
Avenue, Glendale, California 91201-2349.
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.
<PAGE>
Item 3. Source and Amount of Funds or Other Compensation
- ---------------------------------------------------------
As of March 30, 2000, PSIC owned a total of 9,783 Shares, which Shares
were received on January 14, 2000 as a dividend in connection with a pro rata
distribution to all holders of the Issuer's Common Stock of record as of
November 15, 1999 (the pro rata distribution to all common shareholders is
referred to as the "Dividend").
As of March 30, 2000, PSOI owned a total of 1,000 Shares, which Shares
were received in connection with the Dividend.
As of March 30, 2000, Mr. B. Wayne Hughes owned a total of 52,814
Shares (exclusive of Shares owned by PSIC and PSOI). These Shares were acquired
as follows: (i) 267 Shares were received in connection with the Dividend and
(ii) 52,547 Shares were issued to B. Wayne Hughes, Trustee for B.W. Hughes
Living Trust (the "Hughes Trust") by the Issuer on March 30, 2000 in return for
certain assets acquired by the Issuer.
As of March 30, 2000, Mr. B. Wayne Hughes, Jr. and Tamara Hughes
Gustavson owned jointly a total of 43 Shares, which Shares were received in
connection with the Dividend.
As of March 30, 2000, Mr. B. Wayne Hughes, Jr. owned a total of 33,879
Shares (exclusive of Shares owned jointly by B. Wayne Hughes, Jr. and Tamara
Hughes Gustavson), which Shares were received in connection with the Dividend.
As of March 30, 2000, Ms. Tamara Hughes Gustavson owned a total of
1,192,323 Shares (exclusive of Shares owned by PSIC and Shares owned jointly by
Tamara Hughes Gustavson and B. Wayne Hughes, Jr.). These Shares were acquired as
follows: (i) 544,085 Shares were received by Tamara Hughes Gustavson in
connection with the Dividend and (ii) 648,238 Shares were received by the Hughes
Trust in connection with the Dividend, and on January 14, 2000, the Hughes Trust
sold these 648,238 Shares to Tamara Hughes Gustavson for an aggregate price of
$12,964,760 in satisfaction of certain indebtedness of the Hughes Trust to
Tamara Hughes Gustavson.
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 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.
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 B. Wayne Hughes, Jr. is a director of the Issuer and, in their
respective capacities 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.
<PAGE>
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
As of March 30, 2000, each Reporting Person owned the aggregate number
of Shares set forth below opposite his, her or its name. Such Shares constitute
approximately 29.6%, in the aggregate, of the approximate total number of Shares
outstanding on March 30, 2000 of 4,353,102.
Approximate % of
Reporting Person No. of Shares Shares Outstanding
- ---------------- --------------- ------------------
PSIC 9,783 0.2%
PSOI 1,000 --
B. Wayne Hughes 52,814 (1) 1.2%
B. Wayne Hughes, Jr. and
Tamara Hughes Gustavson 43 (2) --
B. Wayne Hughes, Jr. 33,879 (3) 0.8%
Tamara Hughes Gustavson 1,192,323 (4) 27.4%
--------- -----
Total 1,289,842 29.6%
(1) Includes 52,547 Shares held of record by the B.W. Hughes Living Trust as
to which Mr. Hughes has voting and dispositive power, 46 and 46 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 and 175 Shares held by Mr. Hughes' wife as to which she
has investment and dispositive power. Excludes 9,783 Shares held of record
by PSIC as to which Mr. Hughes and Tamara Hughes Gustavson share voting
and dispositive power and 1,000 Shares held of record by PSOI as to which
Mr. Hughes has voting and dispositive power.
(2) Shares held of record jointly by Mr. Hughes, Jr. and Tamara Hughes
Gustavson as to which they have joint voting and dispositive power.
(3) Includes 40 and 7 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, 11 Shares held by Mrs. Hughes
Jr. as to which she has investment and dispositive power, 213 Shares and
96 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 772 Shares and 581 Shares, respectively, held by Mrs. Hughes,
Jr. as custodian (under the Uniform Transfer to Minors Act) for their
daughter and their son, respectively, as to which Mrs. Hughes, Jr. has
voting and dispositive power. Excludes 43 Shares held of record jointly
by Mr. Hughes, Jr. and Tamara Hughes Gustavson.
(4) Includes 46 Shares held by a custodian of an individual retirement account
for Tamara Hughes Gustavson as to which she has investment and dispositive
power, 42 Shares held by Tamara Hughes Gustavson's husband as to which he
has investment and dispositive power, 61 Shares held by Tamara Hughes
Gustavson as custodian (under the Uniform Transfer to Minors Act) for
their son, as to which Tamara Hughes Gustavson has voting and dispositive
power and 581 Shares and 581 Shares, respectively, held by Tamara Hughes
Gustavson's husband as custodian (under the Uniform Transfer to Minors
Act) for their son and their daughter, respectively, as to which Mr.
Gustavson has voting and dispositive power. Excludes 9,783 Shares held of
record by PSIC as to which Mr. Hughes and Tamara Hughes Gustavson share
voting and dispositive power and 43 Shares held of record jointly by
Tamara Hughes Gustavson and Mr. Hughes, Jr.
<PAGE>
B. Wayne Hughes and Tamara Hughes Gustavson share the power to vote and
dispose of the Shares of the Issuer held by PSIC. B. Wayne Hughes has 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 has the sole
power to vote and dispose of the Shares of the Issuer held by her. 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 directly by her or by her as custodian for their son and their
daughter. Tamara Hughes Gustavson 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 Hughes Gustavson's husband has the sole power to vote and dispose of the
Shares of the Issuer held directly by him or by him as custodian for their son
and their daughter.
During the 60-day period ending March 30, 2000, the Reporting Persons
purchased 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.
Price
Transaction No. of Type of per
Reporting Person Date Shares Bought Transaction Share
- ---------------- ----------- --------------- ----------- -----------
B. Wayne Hughes 3/30/00 52,547 (1) $19.5063(1)
(1) These Shares were issued to the Hughes Trust by the Issuer on March 30,
2000 in return for certain assets acquired by the Issuer.
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 March 30, 2000, or has engaged in any transaction
in any Shares during the 60-day period ending March 30, 2000.
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
- ---------------------------------------------------------------
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 - Joint Filing Agreement.
<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 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 Statement on Schedule 13D is
true, complete and correct.
Dated: April 6, 2000
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 HUGHES GUSTAVSON
-----------------------------
Tamara Hughes Gustavson
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock,
Series A, of Public Storage, Inc. and further agree that this agreement be
included as an exhibit to such filing. Each party to this agreement expressly
authorizes each other party to file on its behalf any and all amendments to such
Statement.
In evidence whereof, the undersigned have caused this Agreement to be
executed on their behalf this 6th day of April, 2000.
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 HUGHES GUSTAVSON
-----------------------------
Tamara Hughes Gustavson
