UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.________)*
PS BUSINESS PARKS, INC.
(Name of Issuer)
Series A Common
(Title of Class of Securities)
693609109
(CUSIP Number)
Gideon King, Loeb Partners Corp., 61 Broadway, New York, NY 10006 (212)483-7023
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications
Feb. 29, 1996
(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 |x|. (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).
<PAGE>
SCHEDULE 13D
CUSIP No 693609109 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation - I.D. #13-3114801
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 763 Class A Common
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2026 Class A Common
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 763 Class A Common
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2026 Class A Common
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2789 Class A Common
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.52%
14 TYPE OF REPORTING PERSON*
CO BD IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No 693609109 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund - I.D. #13-3269989
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 26,611 Class A Common
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ---
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 26,611 Class A Common
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2026 Class A Common
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,611 Class A Common
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98%
14 TYPE OF REPORTING PERSON*
PN BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement related to the Class A Common Stock ("Class A Stock") of PS
Business Parks Inc., 600 North Brand Boulevard, Suite 300, Glendale, CA.91203.
B. Wayne Huges is the Chief Executive Officer of this issuer.
ITEM 2. IDENTITY AND BACKGROUND.
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, N.Y., 10006, is a
New York limited partnership. It is a registered broker-dealer. Its general
partner is Loeb Arbitrage Management, Inc. ("LAM"), a Delaware corporation, with
the same address. Its President is Arthur E. Lee, who is also an Executive Vice
President of Loeb Partners Corporation. The other officers of LAM are Thomas L.
Kempner, Chairman of the Board, Irwin D. Rowe, Vice President and Secretary and
Peter A. Tcherepnine, Vice President.
Loeb Partners Corporation ("LPC"), 61 Broadway, New York, N.Y., 10006,
is a Delaware corporation. It is a registered broker-dealer and a registered
investment adviser. Thomas L. Kempner is its President and a director and its
Chief Executive Officer. John L. Loeb and Henry A. Loeb are Vice Chairmen and
directors of LPC. Irwin D. Rowe is an Executive Vice President and also a
director of LPC. John L. Loeb and Henry A. Loeb are uncles of Thomas L. Kempner.
Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway,
New York, N.Y., 10006, is the sole stockholder of Loeb Arbitrage Management,
Inc., and LPC. Thomas L. Kempner is its President and a director as well as its
Chief Executive Officer and majority stockholder. Messrs. John L. Loeb, Henry A.
Loeb and Irwin D. Rowe are also directors of LHC, as are Robert Krones, Andrew
J. McLaughlin, Jr. and Edward E. Matthews. Mr. Matthews' address is 70 Pine
Street, New York, N.Y., 10270. The business address of the other individuals is
61 Broadway, New York, N.Y., 10006.
All of the individuals named are United States Citizens. None have
within the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding have been or are 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
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Shares of the Class A Stock were acquired by LAF and LPC in margin
accounts maintained with Bear Stearns Securities Corp.
ITEM 4. PURPOSE OF TRANSACTION
LAF and LPC have acquired shares of Class A Stock for arbitrage and
investment purposes. LAF and LPC reserve the right to sell shares of Class A
Stock or to acquire additional shares in open market transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The persons reporting hereby own the following shares of
Class A Stock as of February 29, 1996:
Shares of
CLASS A STOCK
Loeb Arbitrage Fund 26,611
Loeb Partners Corporation 2,789*
29,400
This constitutes 5.50% of the 534,159 shares of Class A Stock
reported as outstanding by the Issuer.
-----------
*Including 1,226 and 800 shares, respectively, held for the accounts of two
customers of Loeb Partners Corporation, as to which it has investment
discretion.
(b) See paragraph (a) above.
(c) The following purchases of Class A common stock have been
made since January 1, 1996 by the persons named below:
PURCHASES OF CLASS A STOCK
HOLDER DATE SHARES AVERAGE PRICE
Loeb Arbitrage Fund 1/15/96 6,720 $18.64
1/24/96 400 19.02
2/01/96 648 19.02
2/07/96 888 19.02
2/12/96 1,344 19.02
2/13/96 1,896 19.27
2/16/96 768 19.52
2/21/96 450 19.52
2/22/96 3,360 19.52
2/23/96 100 19.52
2/26/96 100 19.52
2/28/96 648 19.52
2/29/96 4,412 19.52
HOLDER DATE SHARES AVERAGE PRICE
Loeb Partners Corporation* 1/15/96 480 $18.66
1/24/96 100 19.02
2/01/96 52 19.03
2/07/96 112 19.04
2/12/96 56 19.02
2/13/96 104 19.28
2/16/96 32 19.27
2/21/96 50 19.54
2/22/96 240 19.53
2/28/96 52 19.53
2/29/96 388 19.54
- ----------
*Including transactions for the accounts of two customers of Loeb Partners
Corporation as to which it has investment discretion.
All the reported transactions were effected on the American
Stock Exchange.
(d) and (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true and correct.
March 12, 1996 Loeb Arbitrage Fund
By:Loeb Arbitrage Management, Inc.
By: /s/ Arthur E. Lee
Arthur E. Lee, President
March 12, 1996 Loeb Partners Corporation
By: /s/ Arthur E. Lee
Arthur E. Lee
Executive Vice President
