SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PUBLIC STORAGE PROPERTIES, LTD., a California Limited Partnership, PUBLIC
STORAGE PROPERTIES IV, LTD., a California Limited Partnership, PUBLIC STORAGE
PROPERTIES V, LTD., a California Limited Partnership
(Names of Subject Companies)
CMG PARTNERS, LLC, a Washington limited liability company, CMG VENTURES, LLC, a
Washington limited liability company, CMG ACQUISITION FUND I, LLC, a Washington
limited liability company, CMG ACQUISITION FUND II, LLC, a Washington limited
liability company, CMG ACQUISITION FUND III, LLC, a Washington limited liability
company, and CMG SPECIAL FUND, LLC, a Washington limited liability company, CMG
Advisors, LLC, a Washington limited liability company, Mark J. Swenson and
Steven C. Gregory.
(Bidders)
Units of Limited Partnership Interests
(Title of Class of Securities)
Subject Company CUSIP Number
PUBLIC STORAGE PROPERTIES, LTD., a California Limited Partnership
PUBLIC STORAGE PROPERTIES IV, LTD., a California Limited Partnership
PUBLIC STORAGE PROPERTIES V, LTD., a California Limited Partnership
(CUSIP Numbers of Classes of Securities)
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Copy to:
Mark Swenson Craig B. Smith, Esquire
CMG Partners, LLC Smith, Katzenstein & Furlow LLP
999 3rd Avenue, Suite 3800 800 Delaware Avenue
Seattle, Washington 98104 P.O. Box 410
(206) 694-4530 Wilmington, Delaware 19899
(302) 652-8400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
CALCULATION OF FILING FEE
Subject Transaction Amount of
Company Valuation* Filing Fee
------- ------------ -----------
PUBLIC STORAGE PROPERTIES, LTD.,
a California Limited Partnership $ 1,086,000 $ 99.91
PUBLIC STORAGE PROPERTIES IV, LTD.,
a California Limited Partnership $ 1,105,000 $ 101.66
PUBLIC STORAGE PROPERTIES V, LTD.,
a California Limited Partnership $ 1,086,000 $ 99.91
------------ -----------
Total $ 3,277,000 $ 301.48
* For purposes of calculating the filing fee only. Assumes the purchase
of the numbers of Units at the cash purchase prices set forth below for
each of the subject companies.
Subject Offer Price Maximum Number
Company Per Unit of Units Sought
------- ------------ ---------------
PUBLIC STORAGE PROPERTIES, LTD.,
a California Limited Partnership $ 905 1,200
PUBLIC STORAGE PROPERTIES IV, LTD.,
a California Limited Partnership $ 1,105 1,000
PUBLIC STORAGE PROPERTIES V, LTD.,
a California Limited Partnership $ 905 1,200
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $301.48
Form or Registration Number: Schedule TO
Filing Party: Above Bidders
Date Filed: October 8, 2002
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
TENDER OFFER
The Tender Offer Statement on Schedule TO filed on October 8, 2002, by CMG
PARTNERS, LLC, a Washington limited liability company, CMG VENTURES, LLC, a
Washington limited liability company, CMG ACQUISITION FUND I, LLC, a Washington
limited liability company, CMG ACQUISITION FUND II, LLC, a Washington limited
liability company, CMG ACQUISITION FUND III, LLC, a Washington limited liability
company, and CMG SPECIAL FUND, LLC, a Washington limited liability company
(collectively the "Purchasers") relating to the purchase of Units of Limited
Partnership Interest ("Units") for each of the subject limited partnerships
(collectively the "Partnerships" and each a "Partnership"), is hereby amended as
set forth herein. Except as amended hereby, all of the terms of the Offer and
all disclosures set forth in the Schedule TO previously filed remain unchanged.
ITEMS 1 AND 2.
The information in the Offer to Purchase, including all schedules and annexes
thereto, is hereby expressly incorporated herein by reference in response to
Items 1 and 2 of this Statement.
ITEM 3.
The information in the Offer to Purchase, including all schedules and annexes
thereto, is hereby expressly incorporated herein by reference in response to
Item 3 of this Statement. In addition to the purchasers identified in the
Offer to Purchase, the following persons are being identified as filing persons
because they may be deemed to be bidders by reason of their control over the
purchasers identified in the Offer to Purchase: CMG Advisors, LLC, Mark J.
Swenson and Steven C. Gregory.
CMG Advisors, LLC's principal place of business is located at 999 3rd Avenue,
Suite 3800, Seattle, Washington 98104.
Each of Mr. Swenson and Mr. Gregory is a citizen of the United States of
America.
Neither CMG Advisors, LLC, Mr. Swenson nor Mr. Gregory has been convicted in a
criminal proceeding during the past five years (excluding traffic violations or
similar misdemeanors). Neither CMG Advisors, LLC, Mr. Swenson nor Mr. Gregory
has been a party to any judicial or administrative proceeding during the past
five years that resulted in a judgment, decree or final order enjoining it or
him from future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state
securities laws.
Other information concerning CMG Advisors, LLC, Mr. Swenson and Mr. Gregory
required by this Item 3 appears in Schedule I to the Offer to Purchase and is
expressly incorporated herein by reference in response to this Item 3.
ITEMS 4 AND 5.
The information in the Offer to Purchase, including all schedules and annexes
thereto, is hereby expressly incorporated herein by reference in response to
Items 4 and 5 of this Statement.
ITEM 6.
Items (c)(1) through (c)(6), inclusive, of Item 1006 of Regulation M-A are not
applicable. The information in the Offer to Purchase, including all schedules
and annexes thereto, is hereby expressly incorporated by reference in response
to Item (c)(7) of Item 1006 of Regulation M-A.
ITEMS 7 THROUGH 11.
The information in the Offer to Purchase, including all schedules and annexes
thereto, is hereby expressly incorporated herein by reference in response to
Items 7 through 11, inclusive, of this Statement.
ITEM 12. EXHIBITS.
(a)(5) Form of Letter to Unit holders dated December 3, 2002
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: December 3, 2002
CMG PARTNERS, LLC
By: CMG Advisors, LLC, as Manager
By: /s/ Mark J. Swenson
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Mark J. Swenson, Managing Member
CMG VENTURES, LLC
By: CMG Advisors, LLC, as Manager
By: /s/ Mark J. Swenson
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Mark J. Swenson, Managing Member
CMG ACQUISTION FUND I, LLC
By: CMG Advisors, LLC, as Manager
By: /s/ Mark J. Swenson
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Mark J. Swenson, Managing Member
CMG ACQUISTION FUND II, LLC
By: CMG Advisors, LLC, as Manager
By: /s/ Mark J. Swenson
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Mark J. Swenson, Managing Member
CMG ACQUISTION FUND III, LLC
By: CMG Advisors, LLC, as Manager
By: /s/ Mark J. Swenson
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Mark J. Swenson, Managing Member
CMG SPECIAL FUND, LLC
By: CMG Advisors, LLC, as Manager
By: /s/ Mark J. Swenson
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Mark J. Swenson, Managing Member
CMG ADVISORS, LLC
By: /s/ Mark J. Swenson
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Mark J. Swenson, Managing Member
MARK J. SWENSON
By: /s/ Mark J. Swenson
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Mark J. Swenson
STEVEN C. GREGORY
By: /s/ Steven C. Gregory
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Steven C. Gregory
EXHIBIT INDEX
Exhibit Description Page
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(a)(5) Form of Letter to Unit holders dated December 3, 2002