SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 7)
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PS BUSINESS PARKS, INC.
(Name of Issuer)
COMMON STOCK $0.01 PAR VALUE
(Title of Class of Securities)
69360J 10 7
(CUSIP Number)
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STEPHANIE G. HEIM
701 WESTERN AVENUE
GLENDALE, CALIFORNIA 91201-2397
(818) 244-8080
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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AUGUST 14, 2009
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Public Storage
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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Number of 7. SOLE VOTING POWER
Shares 5,801,606(1)
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Beneficially 8. SHARED VOTING POWER
Owned By 0
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Each 9. SOLE DISPOSITIVE POWER
Reporting 5,801,606(1)
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Person With 10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,606(1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8%(2)
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14. TYPE OF REPORTING PERSON REPORTING
CO
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(1) Includes shares previously reported as held by PS Texas Holdings, Ltd. and
PS GPT Properties, Inc., wholly-owned subsidiaries of Public Storage that
were dissolved and all shares held distributed to Public Storage.
(2) Percentage of class based on number of shares outstanding at August 14, 2009
of 24,380,925.
This Amendment No. 7 to Statement on Schedule 13D amends the Statement
on Schedule 13D dated November 16, 1995, as amended (the "Schedule 13D")
previously filed by Public Storage, Inc., as predecessor to Public Storage.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 7 to the Schedule 13D relates to the Common Stock,
par value $.01 per share (the "Shares") of PS Business Parks, Inc., a California
corporation formerly known as Public Storage Properties XI, Inc. (the "Issuer").
The address of the principal executive office of the Issuer is 701
Western Avenue, Glendale, California 92101-2397.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 7 to the Schedule 13D is being filed by Public
Storage, as successor by merger to Public Storage, Inc. Unless otherwise
indicated, all capitalized terms used herein shall have the meanings given to
them in the Schedule 13D, and unless amended or supplemented hereby, all
information previously filed remains in effect.
Public Storage is a Maryland real estate investment trust and is a
fully integrated, self-advised and self-managed real estate investment trust
which is engaged primarily in the development, construction, acquisition,
ownership, operation, management and leasing of mini-warehouses. Effective June
1, 2007, Public Storage, Inc. merged into Public Storage. As a result of the
merger, Public Storage owns all the Shares previously owned by Public Storage,
Inc. In addition, Shares previously reported as owned by two wholly-owned
subsidiaries of Public Storage, Inc., PS Texas Holdings, Ltd. and PS GPT
Properties, Inc., totaling 266,706 Shares were transferred to Public Storage
when those entities were dissolved.
The address of Public Storage's principal executive office is 701
Western Avenue, Glendale, California 91201-2397.
Information regarding the identity and background of Public Storage
trustees and executive officers is set forth in Appendix A attached to this
Statement on Schedule 13D. To the knowledge of Public Storage, all of its
trustees and executive officers are citizens of the Unites States except Uri P.
Harkham, who is a citizen of Australia and John T. Evans, who is a citizen of
Canada.
During the last five years, neither the Reporting Person nor, to its
knowledge, any trustee, executive officer, or controlling person of the
Reporting Person, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Public Storage paid a total of $17,824,985 to acquire 383,333 Shares.
All of the funds for the acquisition of the Shares came from Public Storage's
available cash-on-hand. The Shares were acquired from the Issuer in a private
transaction pursuant to a Share Purchase Agreement dated August 14, 2009. The
price per Share paid by Public Storage of $46.50 was set at the offering price
of Shares sold by the Issuer in a concurrent public offering of Shares.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition was to partially offset the effects of a
concurrent public offering of 3,450,000 Shares by the Issuer. The Reporting
Person currently intends to hold its Shares for investment. The Reporting Person
may, at some future time, depending on the Issuer's business prospects, other
developments concerning the Issuer, market and economic conditions, and other
factors, acquire additional Shares or other securities of the Issuer (through
one or more market purchases or purchases in private transactions) or dispose of
all or a portion of the Shares which the Reporting Person now owns or hereafter
may acquire.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of August 14, 2009, the Reporting Person owned (or was deemed to
own) a total of 5,801,606 Shares. Such Shares constitute approximately 23.8%, in
the aggregate, of the total number of Shares outstanding on August 14, 2009 of
24,380,925. The Reporting Person has sole voting power and sole dispositive
power with respect to all of the Shares it owns. Public Storage undertook no
other transactions in Shares during the post sixty days.
The number of Shares beneficially owned by each of the trustees and
executive officers of Public Storage is set forth on Appendix A attached to this
Statement on Schedule 13D. Unless otherwise indicated, each trustee and
executive officer has the sole power to vote and the sole power to dispose of
his or her Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Public Storage also holds 7,305,355 units of limited partnership
interest in the Operating Partnership ("Units"), including units held by
partnerships of which Public Storage is a general partner. Pursuant to the terms
of the Operating Partnership's Agreement of Limited Partnership, Units are
redeemable for cash, or at the election of the Issuer, for Shares of the Issuer
on a one-for-one basis.
Except as disclosed herein, to the knowledge of the Reporting Person,
there are no contracts, arrangements, understandings or relationships between
the Reporting Person and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the securities
of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power over securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
SIGNATURE
After reasonable inquiry and to the bet of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 28, 2009 PUBLIC STORAGE
By: /s/ Stephanie G. Heim
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Stephanie G. Heim
Vice President
Appendix A
No. of Shares
Beneficially
Name Title Owned
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B. Wayne Hughes Chairman of the Board 114,355
Ronald L. Havner, Jr. Vice Chairman, Chief Executive Officer
and President 202,984*
Dann V. Angeloff Trustee -0-
William C. Baker Trustee -0-
John T. Evans Trustee -0-
Tamara Hughes Gustavson Trustee -0-
Uri P. Harkham Trustee -0-
B. Wayne Hughes, Jr. Trustee 2,500
Harvey Lenkin Trustee 16,416*
Gary E. Pruitt Trustee -0-
Daniel C. Staton Trustee -0-
Mark Good Chief Operating Officer -0-
Candace Krol Senior Vice President, Human Resources -0-
John Reyes Senior Vice President and -0-
Chief Financial Officer
* Includes Shares which represent vested portion of Shares subject to an
option under the Issuer's employee and director stock option plans.