================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
STATEMENT ON SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
_________________
PUBLIC STORAGE PROPERTIES V, Ltd.
(Name of Subject Company)
_________________
Public Storage, Inc.
B. Wayne Hughes
(Name of Person(s) Filing Statement)
_________________
Units of Limited Partnership Interest
(Title of Class of Securities)
_________________
NONE
(CUSIP Number of Class of Securities)
_________________
David Goldberg
Public Storage, Inc.
701 Western Avenue, 2nd Floor
Glendale, California 91201-2397
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
the Person(s) Filing Statement)
_________________
Item 1. Security and Subject Companies.
------------------------------
The name of the subject company is Public Storage Properties V,
Ltd., a California limited partnership (the "Partnership"). The
address of the principal executive offices of the Partnership is 701
Western Avenue, 2nd Floor, Glendale, California 91201-2397. The title
of the class of equity securities to which this Statement relates is
the Partnership's units of limited partnership interest (the "Units").
Item 2. Tender Offer of the Bidder.
--------------------------
This Statement relates to the offer by B. Wayne Hughes ("Hughes")
disclosed in a Tender Offer Statement on Schedule 14D-1 being filed by
Hughes and Public Storage, Inc., a California corporation (the
"Company") concurrently with the filing of this Statement to acquire
up to 6,600 Units in the Partnership. Each Unit acquired by Hughes
will be acquired for $459 in cash. Hughes' offer is being made
pursuant to an Offer to Purchase dated March 21, 1997 (the "Offer")
annexed hereto as Exhibit (a) and the accompanying letter of
transmittal.
The business address of Hughes and the Company is 701 Western
Avenue, 2nd Floor, Glendale, California 91201-2397.
Item 3. Identity and Background.
-----------------------
(a) The persons filing this statement are the general partners of
the Partnership: Public Storage, Inc., a California corporation, and
B. Wayne Hughes (the "General Partners"). Their business address is
701 Western Avenue, 2nd Floor, Glendale, California 91201-2397.
(b) The information set forth in "Background and Purpose of the
Offer," "Special Considerations," "Effects of Offer on Non-Tendering
Unitholders" and "Certain Related Transactions" in the Offer is
incorporated herein by reference.
Item 4. The Solicitation or Recommendation.
----------------------------------
The information set forth in "Position of the General Partners
With Respect to the Offer" in the Offer is incorporated herein by
reference.
Item 5. Persons Retained, Employed or to Be Compensated.
-----------------------------------------------
The information set forth in "The Offer -- Soliciting Agent" in
the Offer is incorporated herein by reference.
Item 6. Recent Transactions and Intent with Respect to Securities.
---------------------------------------------------------
(a) The information set forth in "Market Prices of Units --
General" in the Offer is incorporated herein by reference.
(b) The information set forth in "Background and Purpose of the
Offer -- The Company" in the Offer is incorporated herein by
reference. The Company beneficially owns 21,221 Units of the
Partnership which represents approximately 48.2% of the outstanding
Units, including (i) 16,369 Units as to which the Company has sole
voting and dispositive power and (ii) 4,852 Units which the Company
has an option to acquire from Hughes and as to which the
Company has sole voting power (pursuant to an irrevocable proxy) and
no dispositive power. Hughes beneficially owns 4,982 Units of the
Partnership which represents approximately 11.3% of the outstanding
Units, including (i) 130 Units as to which Hughes has sole voting and
dispositive power and (ii) 4,852 Units as to which Hughes has sole
dispositive power and no voting power; the Company has an option to
acquire these Units and an irrevocable proxy to vote these Units. In
the aggregate, the Company and Hughes beneficially own 21,351 Units of
the Partnership which represents approximately 48.5% of the
outstanding Units. No executive officer, director, affiliate or
subsidiary of the General Partners beneficially owns any other Units,
except that David Goldberg, an executive officer of the Company, owns
five Units, Hugh W. Horne, an executive officer of the Company, owns
20 Units and Dann V. Angeloff, a director of the Company, owns 27
Units.
-2-
Item 7. Certain Negotiations and Transactions by the Subject Company.
------------------------------------------------------------
(a) and (b) No negotiation is being undertaken or is underway by
the General Partners with respect to the Partnership in response to
the Company's Offer which relates to or would result in:
(1) An extraordinary transaction such as a merger or
reorganization, involving the Partnership or any subsidiary of the
Partnership;
(2) A purchase, sale or transfer of material amount of
assets by the Partnership or any subsidiary of the Partnership;
(3) A tender offer for or other acquisition of securities by
or of the Partnership;
(4) Any material change in the present capitalization or
dividend policy of the Partnership.
Item 8. Additional Information to Be Furnished.
--------------------------------------
None.
Item 9. Material to Be Filed.
--------------------
See Exhibit Index contained herein.
-3-
SIGNATURE
---------
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, correct and complete.
Dated: March 20, 1997 PUBLIC STORAGE, INC.
By: /s/ HARVEY LENKIN
-------------------------
Harvey Lenkin
President
/s/ B. WAYNE HUGHES
------------------------------
B. Wayne Hughes
-4-
Exhibit Index
-------------
Exhibit No.
- -----------
(a) Offer to Purchase dated March 21, 1997 (including Letter of
Transmittal).
(b) None.
(c) See Exhibit (a).
-5-