SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 18, 2002
----------------
PS Business Parks, Inc.
-----------------------
(Exact Name of Registrant as Specified in Charter)
California 1-10709 95-4300881
---------- ------- ----------
State or Other Jurisdiction of (Commission File (IRS Employer Identification
Incorporation) Number) No.)
701 Western Avenue, Glendale, California 91201-2397
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 244-8080
--------------
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
------------
On January 18, 2002, PS Business Parks, Inc., a California corporation (the
"Company"), entered into an Underwriting Agreement (the "Underwriting
Agreement") among Salomon Smith Barney Inc., Credit Suisse First Boston
Corporation, A.G. Edwards & Sons, Inc., Morgan Stanley & Co. Incorporated, CIBC
World Markets Corp., Deutsche Banc Alex Brown, First Union Securities, Inc. and
Tucker Anthony Incorporated (collectively, the "Underwriters"), the Company and
PS Business Parks, L.P., a California limited partnership, relating to a public
offering by the Company of 2,000,000 Depositary Shares (the "Shares"), each
representing one one-thousandth of a share of the Company's 8.750% Cumulative
Preferred Stock, Series F, Liquidation Preference Equivalent to $25.00 Per
Depositary Share (the "Preferred Stock"). The Company has also entered into a
Deposit Agreement, dated January 18, 2002, among the Company, American Stock
Transfer & Trust Company, as depositary, and the holders of the depositary
receipts issued thereunder.
The offering is being made under a Registration Statement on Form S-3 (No.
333-78627) (the "Registration Statement"), which was declared effective by the
Securities and Exchange Commission on June 2, 1999.
On January 18, 2002, the Company filed a supplement to the prospectus in
the Registration Statement, dated January 18, 2002, relating to the issuance and
sale of the Shares (the "Prospectus Supplement").
This Current Report on Form 8-K is being filed for the purpose of filing as
exhibits the Underwriting Agreement, the Deposit Agreement, the Certificate of
Determination of the Preferred Stock and an opinion of counsel in connection
with the filing of the Prospectus Supplement and the public offering of the
Shares.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Exhibit 1.1 - Underwriting Agreement relating to the Company's Depositary
Shares Representing Shares of the Company's 8.750%
Cumulative Preferred Stock, Series F, Liquidation
Preference Equivalent to $25.00 Per Depositary Share.
Exhibit 3.1 - Certificate of Determination for the Preferred Stock.
Exhibit 4.1 - Deposit Agreement Relating to the Depositary Shares.
Exhibit 5.1 - Opinion of David Goldberg as to the validity of the
Depositary Shares.
Exhibit 23.1 - Consent of David Goldberg (contained in Exhibit 5.1).
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PS BUSINESS PARKS, INC.
By: /s/ Jack Corrigan
------------------------------------------
Jack Corrigan
Vice President and Chief Financial Officer
Date: January 18, 2002
-3-
INDEX TO EXHIBITS
Exhibit 1.1 - Underwriting Agreement relating to the Company's Depositary Shares
Representing Shares of the Company's 8.750% Cumulative Preferred
Stock, Series F, Liquidation Preference Equivalent to $25.00 Per
Depositary Share.
Exhibit 3.1 - Certificate of Determination for the Preferred Stock.
Exhibit 4.1 - Deposit Agreement Relating to the Depositary Shares.
Exhibit 5.1 - Opinion of David Goldberg as to the validity of the Depositary
Shares.
Exhibit 23.1 - Consent of David Goldberg (contained in Exhibit 5.1).
-4-