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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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PUBLIC STORAGE PROPERTIES, LTD.
(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 Public Storage Properties,
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") and B. Wayne Hughes ("Hughes")
disclosed in a Tender Offer Statement on Schedule 14D-1 being filed
concurrently with the filing of this Statement to acquire up to 7,000
Units in the Partnership. Each Unit acquired by the Company and Hughes
will be acquired for $460 in cash. The Company's and Hughes' offer is
being made pursuant to an Offer to Purchase dated June 22, 1998 (the
"Offer") annexed hereto as Exhibit (a) and the accompanying letter of
transmittal.
The business address of the Company and Hughes 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) 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 7,683 Units which represents
approximately 38.4% of the outstanding Units, including (i) 1,658
Units as to which the Company has sole voting and dispositive power,
(ii) 6,000 Units which the Company has a currently exercisable option
to acquire from Hughes and as to which the Company currently has sole
voting power (pursuant to an irrevocable proxy), which option and
proxy expire on November 16, 1998 and (iii) 25 Units which the Company
has an option to acquire from Hughes, which option is exercisable at
any time on or after July 1, 1998. Hughes beneficially owns 6,105
Units which represents approximately 30.5% of the outstanding Units,
including (i) 6,000 Units as to which Hughes has sole dispositive
power and no voting power; the Company has a currently exercisable
option to acquire these Units and an irrevocable proxy to vote these
Units, which option and proxy expire on November 16, 1998, (ii) 25
Units as to which Hughes has sole voting and dispositive power; the
Company has an option to acquire these Units, which option is
exercisable at any time on or after July 1, 1998 and (iii) 80 Units
held by Tamara L. Hughes, Hughes' daughter; the Company has an option
to acquire these Units, which option is exercisable at any time on or
after October 1, 1998. In the aggregate, the Company and Hughes
beneficially own 7,763 Units of the Partnership which represents
approximately 38.8% of the outstanding Units. No executive officer,
director, affiliate or subsidiary of the General Partners beneficially
owns any other Units, except that Carl B. Phelps, an executive officer
of the Company, owns 18 Units and Dann V. Angeloff, a director of the
Company owns 41 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 and Hughes' 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 (other
than a possible restructure of the existing property debt);
(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, correct and complete.
Dated: June 19, 1998 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 22, 1998 (including Letter of
Transmittal).
(b) None.
(c) See Exhibit (a).
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