SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D*
Under the Securities Exchange Act of 1934
(Amendment No. 1)**
PS Business Parks, Inc.
(formerly Public Storage Properties XI, Inc.)
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
69360J107
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(CUSIP Number)
Acquiport Two Corporation
c/o Heitman Capital Management Corporation
180 North LaSalle
Suite 3600
Chicago, Illinois 60601
312-855-5700
Attn: David B. Perisho
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
<PAGE>
May 21, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this Schedule
because of Rule 13d-1(b)(3) or (4), check the following
box. / /
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 total number of shares of common stock reported as
beneficially owned by the Reporting Persons herein is
6,110,265 which constitutes approximately 27.0% of the
total number of shares outstanding.
**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).
2<PAGE>
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1. Name of Reporting Person:
Acquiport Two Corporation, 22-2909230
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2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds: WC
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5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
/ /
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6. Citizenship or Place of Organization: Delaware
Number of ------------------------------------------
Shares 7. Sole Voting Power: 6,110,265
Beneficially ------------------------------------------
Owned By 8. Shared Voting Power: 0
Each ------------------------------------------
Reporting 9. Sole Dispositive Power: 6,110,265
Person ------------------------------------------
With 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
6,110,265
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12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
/ /
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13. Percent of Class Represented by Amount in
Row (11): 27.0%
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14. Type of Reporting Person: CO
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3<PAGE>
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1. Name of Reporting Person:
New York State Common Retirement Fund, 14-6103815
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2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds: Not Applicable
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5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
/ /
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6. Citizenship or Place of Organization: New York
Number of ------------------------------------------
Shares 7. Sole Voting Power: 0
Beneficially ------------------------------------------
Owned By 8. Shared Voting Power: 6,110,265(1)
Each ------------------------------------------
Reporting 9. Sole Dispositive Power: 0
Person ------------------------------------------
With 10. Shared Dispositive Power:
6,110,265(1)
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
6,110,265
---------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
/ /
---------------------------------------------------------
13. Percent of Class Represented by Amount in
Row (11): 27.0%
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14. Type of Reporting Person: EP
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(1) Solely in its capacity as the sole stockholder of
Acquiport Two Corporation.
4<PAGE>
This statement constitutes Amendment No. 1 to the
Statement of Schedule 13D (the "Schedule 13D") filed
March 27, 1998 by Acquiport Two Corporation, a Delaware
corporation, in connection with the beneficial ownership
of shares of common stock, $.01 par value, of PS Business
Parks, Inc. (formerly Public Storage Properties XI,
Inc.). Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed thereto
in the Schedule 13D.
Item 1. Security and Issuer.
Item 1 is hereby amended and restated as follows:
This Amendment No. 1 to Statement on Schedule 13D
refers to the Common Stock, $0.01 par value ("Common
Stock"), of PS Business Parks, Inc. (formerly Public
Storage Properties XI, Inc.) (the "Issuer"). The
principal executive offices of the Issuer are located at
701 Western Avenue, Glendale, California, 91201-2397.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
(a) This Amendment No. 1 to Statement on Schedule
13D is filed by Acquiport Two Corporation ("Acquiport"),
a Delaware corporation and the New York State Common
Retirement Fund ("Common Fund" and together with
Acquiport the "Reporting Persons"). The Reporting
Persons are making this single, joint filing because they
may be deemed to constitute a "group" within the meaning
of Section 13(d)(3) of the Securities Act of 1934
("Act"), although neither the fact of this filing nor
anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists.
(b)-(c)
Acquiport is a Delaware corporation, the business of
which is to acquire property, hold title to and collect
income from such property and remit the entire amount of
income from such property (less expenses) to the Sole
Stockholder of the Corporation, which is an organization
exempt from taxation pursuant to Section 501(c)(2) of the
Internal Revenue Code of 1986, as amended. The principal
place of business of Acquiport is c/o Heitman Capital
Management Corporation, 180 North LaSalle St., Chicago,
IL 60601.
5<PAGE>
Common Fund is a public pension fund created
pursuant to Article 9 of the New York Retirement and
Social Security Law. Its business address is 633 Third
Avenue, 31st floor, New York, NY 10017-6754.
Jerome J. Claeys III is President and a Director of
Acquiport and is employed as an investment adviser by
Heitman Capital Management Corporation. His principal
place of business is c/o Heitman Capital Management
Corporation, 180 North LaSalle Street, Chicago, Illinois
60601-2886 and he is a U.S. citizen.
Howard J. Edelman is Vice President of Acquiport and
is employed as an investment adviser by Heitman Capital
Management Corporation. His principal place of business
is c/o Heitman Capital Management Corporation, 180 North
LaSalle Street, Chicago, Illinois 60601-2886 and he is a
U.S. citizen.
David B. Perisho is Vice President and a Director of
Acquiport and is employed as an investment adviser by
Heitman Capital Management Corporation. His principal
place of business is c/o Heitman Capital Management
Corporation, 180 North LaSalle Street, Chicago, Illinois
60601-2886 and he is a U.S. citizen.
Thomas D. McCarthy is Vice President of Acquiport
and is employed as an investment adviser by Heitman
Capital Management Corporation. His principal place of
business is c/o Heitman Capital Management Corporation,
180 North LaSalle Street, Chicago, Illinois 60601-2886
and he is a U.S. citizen.
Roger E. Smith is Treasurer and Chief Financial
Officer of Acquiport and is employed as an investment
adviser by Heitman Capital Management Corporation. His
principal place of business is c/o Heitman Capital
Management Corporation, 180 North LaSalle Street,
Chicago, Illinois 60601-2886 and he is a U.S. citizen.
Patrick E. Brown is Secretary of Acquiport and is an
attorney with Plunkett & Jaffe, P.C. His principal place
of business is c/o Plunkett & Jaffe, P.C., 111 Washington
Avenue, Albany, New York 12210 and he is a U.S. citizen.
John S. Harris is Assistant Secretary of Acquiport
and is an attorney with Plunkett & Jaffe, P.C. His
principal place of business is c/o Plunkett & Jaffe,
P.C., 111 Washington Avenue, Albany, New York 12210 and
he is a U.S. citizen.
6<PAGE>
Mary K. Ludgin is a Director of Acquiport and is
employed as an investment adviser by Heitman Capital
Management Corporation. Her principal place of business
is c/o Heitman Capital Management Corporation, 180 North
LaSalle Street, Chicago, Illinois 60601-2886 and she is
a U.S. citizen.
(d) None of the entities or persons identified in
this Item 2 has, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in
this Item 2 has, during the last five years, 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.
(f) See (b)-(c) above.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby amended and restated as follows:
Acquiport acquired 5,289,765 shares of the Common
Stock (the "Shares") of the Issuer in exchange for shares
of common stock of American Office Park Properties, Inc.
("AOPP") as a result of the merger of AOPP with and into
Public Storage Properties XI, Inc., a California
corporation (which subsequently changed its name to PS
Business Parks, Inc.), on March 17, 1998. Acquiport
acquired 820,500 of the Shares with its working capital
on May 21, 1998.
7<PAGE>
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) Acquiport directly owns 6,110,265 Shares which
constitute 27.0% of the outstanding 22,609,850
outstanding shares as reported to the Reporting Persons
by the Issuer.
Because of its position as the sole stockholder
of Acquiport, the Common Fund may, pursuant to Section
13(d)(3) of the Act, be deemed to be the beneficial owner
of the Shares owned directly by Acquiport.
To the best of the knowledge of each of the
Reporting Persons, other than as set forth above, none of
the persons named in Item 2 hereof is the beneficial
owner of any Shares.
(b) Although the 6,110,265 Shares are owned of
record by Acquiport, the Common Fund, as the sole
shareholder of Acquiport Two Corporation, beneficially
owns such 6,110,265 Shares. In its capacity as the sole
stockholder of Acquiport, the Common Fund may be deemed
to share power to vote or to direct the vote and to
dispose or to direct the disposition of the Shares owned
directly by Acquiport.
(c) Except as set forth in Item 4 above, to the
best of the knowledge of each of the Reporting Persons,
none of the persons named in response to paragraph (a) of
this Item 5 has effected any other transactions in Shares
during the past sixty (60) days.
(d) Each of the Reporting Persons affirms that no
person other than such Reporting Persons has the right to
receive or the power to direct the receipt of
distributions with respect to, or the proceeds from the
sale of, the Shares owned by such Reporting Person.
(e) It is inapplicable for the purposes herein to
state the date on which the Reporting Persons ceased to
be the owners of more than five percent (5%) of the
outstanding Shares.
8<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
This Amendment No.1 to Statement on Schedule 13D is filed
on behalf of Acquiport Two Corporation and the New York
State Common Retirement Fund.
Dated: May 26, 1998
Acquiport Two Corporation
By: /s/ Howard Edelman
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Howard Edelman
Vice President
The Comptroller of the State
of New York as Trustee of the
New York State Common Retirement Fund
By: /s/ William M. Barrett
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William M. Barrett
Assistant Deputy Comptroller
9<PAGE>
