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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 PARTNERS II, LTD.
(Name of Subject Company)
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Public Storage, Inc.
(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.
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 Partners
II, 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 4,450 Units in the Partnership. Each Unit acquired
by the Company and Hughes will be acquired for $267 in cash. The
Company's and Hughes' offer is being made pursuant to an Offer to
Purchase dated August 30, 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 person filing this statement is the general
partner of the Partnership: Public Storage, Inc., a California
corporation (the "General Partner"). Its 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
Partner 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 Partner nor, to its knowledge, any
executive officer, director, affiliate or subsidiary, beneficially
owns any Units, except that the Company beneficially owns 174
Units and Obren B. Gerich, Hugh W. Horne and Harvey Lenkin,
executive officers of the Company own four Units, ten Units and
four Units, respectively. Mr. Lenkin has advised the Company that
he intends to tender his Units in the Offer and Messrs. Gerich and
Horne have advised the Company that they do not intend to tender
their 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 Partner 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;
(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 29, 1995 PUBLIC STORAGE, INC.
By: /S/ B. WAYNE HUGHES
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B. Wayne Hughes
President
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EXHIBIT INDEX
Exhibit No.
(a) Offer to Purchase dated August 30, 1995
(including Letter of Transmittal).
(b) None.
(c) See Exhibit (a).
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