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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)
_________________
David Goldberg
Public Storage, Inc.
600 North Brand Boulevard, Suite 300
Glendale, California 91203-1241
(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.
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
600 North Brand Boulevard, Suite 300 Glendale, California 91203-1241.
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 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 9,000
Units in the Partnership. Each Unit acquired by the Company will be
acquired for $171 in cash. The Company's offer is being made pursuant
to an Offer to Purchase dated August 7, 1995 (the "Offer") annexed
hereto as Exhibit (a) and the accompanying letter of transmittal.
The business address of the Company and Hughes is 600 North Brand
Boulevard, Suite 300, Glendale, California 91203-1241.
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 600 North Brand Boulevard, Suite 300, Glendale, California
91203-1241.
(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) 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 445 Units.
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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.
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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: August 4, 1995 PUBLIC STORAGE, INC.
By: /S/ B. WAYNE HUGHES
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B. Wayne Hughes
President
/S/ B. WAYNE HUGHES
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B. Wayne Hughes
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EXHIBIT INDEX
EXHIBIT NO.
(a) Offer to Purchase dated August 7, 1995 (including
Letter of Transmittal).
(b) None.
(c) See Exhibit (a).
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