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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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STATEMENT ON SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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PS PARTNERS V, LTD., A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
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Public Storage, Inc.
B. Wayne Hughes
(Name of Person(s) Filing Statement)
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Units of Limited Partnership Interest
(Title of Class of Securities)
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NONE
(CUSIP Number of Class of Securities)
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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)
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Item 1. Security and Subject Companies.
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The name of the subject company is PS Partners 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.
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This Statement relates to the offer by Public Storage, Inc., a
California corporation (the "Company") disclosed in a Tender Offer
Statement on Schedule 14D-1 being filed concurrently with the filing
of this Statement to acquire up to 30,000 Units in the Partnership.
Each Unit acquired by the Company will be acquired for $355 in cash.
The Company's offer is being made pursuant to an Offer to Purchase
dated June 16, 1997 (the "Offer") annexed hereto as Exhibit (a) and
the accompanying letter of transmittal.
The address of the Company is 701 Western Avenue, 2nd Floor,
Glendale, California 91201-2397.
Item 3. Identity and Background.
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(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.
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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.
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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.
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(a) The information set forth in "Market Prices of Units --
General" in the Offer is incorporated herein by reference.
(b) Neither the General Partners nor, to their knowledge, any
executive officer, director, affiliate or subsidiary, beneficially
owns any Units, except that the Company beneficially owns 76,059
Units.
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Item 7. Certain Negotiations and Transactions by the Subject Company.
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(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.
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None.
Item 9. Material to Be Filed.
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See Exhibit Index contained herein.
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SIGNATURE
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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, complete and correct.
Dated: June 13, 1997 PUBLIC STORAGE, INC.
By: /s/ HARVEY LENKIN
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Harvey Lenkin
President
/s/ B. WAYNE HUGHES
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B. Wayne Hughes
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Exhibit Index
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Exhibit No.
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(a) Offer to Purchase dated June 16, 1997 (including Letter of
Transmittal).
(b) None.
(c) See Exhibit (a).
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