UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
Public Storage, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
74460D 10 9
(CUSIP Number)
David Goldberg, 701 Western Avenue, Suite 200, Glendale,
California 91201-2397, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2001
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
B. Wayne Hughes
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
20,646,824 (see footnote 1 below)
8 Shared Voting Power
0
9 Sole Dispositive Power
20,646,824 (see footnote 1 below)
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
20,646,824 (see footnote 1 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
17.88%
14 Type of Reporting Person*
IN
(1) Includes shares held indirectly including shares held in Issuer's 401(k)
Plan. Does not include a total of 7,000,000 shares of Class B Common Stock
of Issuer which are owned by B. Wayne Hughes, Jr. and Tamara Hughes
Gustavson. The Class B Common Stock is convertible into shares of Common
Stock, $.10 par value on a share-for-share basis upon satisfaction of
certain conditions, but in no event earlier than January 1, 2003.
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
B. Wayne Hughes, Jr.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF, BK, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
1,177,907 (see footnote 1 above)
8 Shared Voting Power
11,348 (see footnote 2 below)
9 Sole Dispositive Power
1,177,907 (see footnote 1 above)
10 Shared Dispositive Power
11,348 (see footnote 2 below)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,189,255 (see footnotes 1 and 2)
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
1.03%
14 Type of Reporting Person*
IN
(2) Includes 11,348 shares held of record jointly by Mr. Hughes, Jr. and Tamara
Hughes Gustavson.
SCHEDULE 13D
CUSIP No. 74460D 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tamara Hughes Gustavson (formerly Tamara L. Hughes)
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
17,434,260 (see footnote 1 above)
8 Shared Voting Power
11,348 (see footnote 2 above)
9 Sole Dispositive Power
17,434,260 (see footnote 1 above)
10 Shared Dispositive Power
11,348 (see footnote 2 above)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
17,445,608 (see footnotes 1 and 2)
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
15.10%
14 Type of Reporting Person*
IN
This Amendment No. 23 to Statement on Schedule 13D (the "Amended and Restated
Statement") amends and restates the Statement on Schedule 13D dated March 3,
1989, as amended by Amendment No. 1 dated September 7, 1989, Amendment No. 2
dated March 27, 1990, Amendment No. 3 dated November 1, 1990, Amendment No. 4
dated January 2, 1991, Amendment No. 5 dated November 4, 1991, Amendment No. 6
dated January 14, 1992, Amendment No. 7 dated December 28, 1992, Amendment No. 8
dated August 6, 1993, Amendment No. 9 dated September 27, 1993, Amendment No. 10
dated December 28, 1993, Amendment No. 11 dated April 4, 1994, Amendment No. 12
dated September 30, 1994, Amendment No. 13 dated November 11, 1994, Amendment
No. 14 dated January 23, 1995, Amendment No. 15 dated February 28, 1995,
Amendment No. 16 dated June 30, 1995, Amendment No. 17 dated November 16, 1995,
Amendment No. 18 dated March 26, 1996, Amendment No. 19 dated September 16,
1996, Amendment No. 20 dated December 23, 1996, Amendment No. 21 dated April 11,
1997 and Amendment No. 22 dated July 7, 1997.
Item 1. Security and Issuer
The class of securities to which this Statement on Schedule 13D relates is the
common stock, par value $.10 per share (the "Shares"), of Public Storage, Inc.,
a California corporation formerly known as Storage Equities, Inc. (the
"Issuer"). The address of the principal executive office of the Issuer is 701
Western Avenue, Suite 200, Glendale, California 91201-2397.
Item 2. Identity and Background
This Amendment No. 23 to Statement on Schedule 13D is being filed by B. Wayne
Hughes, B. Wayne Hughes, Jr. and Tamara Hughes Gustavson (collectively, the
"Reporting Persons") pursuant to an Amended Joint Filing Agreement which was
previously filed. As a result of the transfer of the voting stock of PS
Insurance Company, Ltd. ("PSIC") and PS Orangeco, Inc. ("PSOI") to Issuer, PSIC
and PSOI are no longer included as reporting persons in this Statement on
Schedule 13 D. Also, as a result of the dissolution of Parker Hughes Trust No.
2, this trust is no longer included as a reporting person in this Statement on
Schedule 13D.
On November 16, 1995, Public Storage Management, Inc. ("PSMI") was merged with
and into the Issuer (the "PSMI Merger") pursuant to an Agreement and Plan of
Reorganization dated as of June 30, 1995 and an Amendment to Agreement and Plan
of Reorganization dated as of November 13, 1995, each among the Issuer, Public
Storage, Inc. ("Old PSI") and PSMI (collectively, the "Agreement and Plan of
Reorganization"). Prior to the Restructuring (described below) and the PSMI
Merger, (i) PSI Holdings, Inc. ("PSH") was the sole shareholder of Old PSI and
Old PSI was the sole shareholder of PSIC and PSMI and (ii) substantially all of
the stock of PSH was held by Mr. Hughes, as trustee of the B.W. Hughes Living
Trust, Ms. Hughes, an adult daughter of Mr. Hughes and Mr. Hughes, Jr., an adult
son of Mr. Hughes (collectively, the "Hughes Family"). Prior to the PSMI Merger,
(i) PSIC was distributed, in a spin-off intended to qualify as tax-free under
Section 355 of the Internal Revenue Code, to the Hughes Family and (ii) Old PSI
was merged with and into PSH, which was followed by the merger of PSH with and
into PSMI (collectively, the "Restructuring"). At the time of the PSMI Merger,
substantially all of the stock of PSMI was held by the Hughes Family as follows:
46.6% by B. Wayne Hughes, as trustee of the B.W. Hughes Living Trust, 46.5% by
Ms. Hughes and 6.7% by Mr. Hughes, Jr. As a result of the Restructuring and the
PSMI Merger, Old PSI, PSH and PSMI ceased to exist. In connection with the PSMI
Merger, the Issuer changed its name from Storage Equities, Inc. to Public
Storage, Inc. In connection with the PSMI Merger, the Issuer transferred the
merchandise business acquired in the PSMI Merger to PSOI in exchange for
non-voting preferred stock of PSOI (representing approximately 95% of the
equity) and the voting common stock of PSOI (representing approximately 5% of
the equity) was acquired by the Hughes Family.
Mr. Hughes, a United States citizen, is the Chairman of the Board and Chief
Executive Officer of the Issuer. His business address is 701 Western Avenue,
Suite 200, Glendale, California 91201-2397. Mr. Hughes is the father of B. Wayne
Hughes, Jr. and Tamara Hughes Gustavson.
Mr. Hughes, Jr., a United States citizen, is a Vice President-Acquisitions of
the Issuer. His business address is 701 Western Avenue, Suite 200, Glendale,
California 91201-2397.
Ms. Hughes, a United States citizen, is a Vice President-Administration of the
Issuer. Her business address is 701 Western Avenue, Suite 200, Glendale,
California 91201-2397.
Because of the relationship among the Reporting Persons, such Reporting Persons
may be deemed a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934. However, each of the Reporting Persons disclaims that he
or she constitutes such a group. In addition, except as otherwise disclosed
herein, each Reporting Person claims beneficial ownership only of those Shares
set out following his or her name under Item 5 hereof and disclaims beneficial
ownership of any Shares covered by this Amended and Restated Statement owned by
any other Reporting Person. The filing of this Amended and Restated Statement
shall not be deemed an admission that the Reporting Persons constitute such a
group or that a Reporting Person is a beneficial owner of Shares owned by any
other Reporting Person.
During the last five years, none of the Reporting Persons 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 Compensation
In the PSMI Merger, the Issuer acquired a significant amount of real estate
related assets and as a result of the PSMI Merger, the Issuer became
self-advised and self-managed. The aggregate consideration paid by the Issuer in
the PSMI Merger to the shareholders of PSMI consisted of (i) the issuance on
November 16, 1995 (the effective date of the PSMI Merger) of 30,000,000 Shares
of the Issuer (subject to post-closing adjustment) having a market value of
$16.088 per share based on the average closing price of the Issuer's common
stock on the New York Stock Exchange for the 30 consecutive trading days ending
on June 29, 1995, the day prior to the date the Agreement and Plan of
Reorganization was executed, and $17.75 per share based on the closing price of
the Issuer's common stock on the New York Stock Exchange on November 16, 1995,
the effective date of the PSMI Merger, (ii) the issuance on January 22, 1996 of
an additional 5,861,723 Shares of the Issuer issued as post- closing adjustments
(in respect of 6,412,210 Shares of the Issuer that were owned by PSMI at the
effective time of the PSMI Merger which were cancelled in the PSMI Merger and
reissued to the Hughes Family as a post-closing adjustment, offset by a
reduction in the total number of Shares issuable in the PSMI Merger resulting
from a further post- closing adjustment), (iii) the issuance on January 2, 1996
of 7,000,000 shares of Class B Common Stock of the Issuer and (iv) assumption of
$68 million of PSMI debt and consolidated property debt of $4.7 million.
Substantially all of the consideration paid in the PSMI Merger was paid to the
Hughes Family. For a detailed description of the PSMI Merger, see the Issuer's
definitive proxy statement dated October 11, 1995.
As of December 31, 2001 and subsequent to that date through January 10, 2002,
Mr. Hughes owned a total of 20,646,824 Shares. These Shares were acquired (or
deemed to be acquired) as follows: (i) 17,676 Shares were acquired as follows:
(a) 550,293 Shares were acquired for an approximate aggregate purchase price
(including commissions) of $7,653,114, which funds were obtained from Mr.
Hughes' personal funds, and (b) on November 14, 1995, B. Wayne Hughes, Trustee
for B.W. Hughes Living Trust sold 532,617 of these Shares to PSMI for an
aggregate price of $9,453,952, (ii)(a) pursuant to a merger of Public Storage
Properties VIII, Inc. ("PSP8") into the Issuer (the "PSP8 Merger") which was
effective September 30, 1994, B. Wayne Hughes, Trustee for B.W. Hughes Living
Trust acquired 206,892 Shares of the Issuer in exchange for the surrender of
144,781 shares of PSP8 common stock series A (the terms of the PSP8 Merger are
set forth in the Agreement and Plan of Reorganization between PSP8 and the
Issuer dated as of April 14, 1994 and the related Agreement of Merger, which
were filed with the Issuer's Registration Statement on Form S-4 (File No.
33-54557)) and (b) on March 26, 1997, B. Wayne Hughes, Trustee for B.W. Hughes
Living Trust transferred these Shares to a third party as a gift, (iii) 156,100
Shares were acquired by B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
from Harkham Industries, Inc. (DBA Jonathan Martin, Inc.), a corporation wholly
owned by Uri P. Harkham, a director of the Issuer, on November 30, 1994 in a
privately negotiated transaction for an aggregate price of $2,107,350, with
funds obtained from Mr. Hughes' personal funds, and on November 14, 1995, B.
Wayne Hughes, Trustee for B.W. Hughes Living Trust sold these 156,100 Shares to
PSMI for an aggregate price of $2,770,775, (iv) 27,400 of these Shares were
originally acquired in a custodial account for the benefit of Mr. Hughes' minor
child for an approximate aggregate purchase price (including commissions) of
$248,612 using funds contributed by Mr. Hughes, and these Shares were
subsequently transferred from that custodial account to Parker Hughes Trust No.
1 and then to custodial accounts for the benefit of children of Mr. Hughes, Jr.
and Ms. Hughes (such shares no longer deemed to be beneficially owned by Mr.
Hughes), (v) (a) pursuant to a merger of Public Storage Properties VI, Inc.
("PSP6") into the Issuer (the "PSP6 Merger") which was effective February 28,
1995, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired a total of
250,351 Shares of the Issuer in exchange for the surrender of 145,215 shares of
PSP6 common stock series A (the terms of the PSP6 Merger are set forth in the
Agreement and Plan of Reorganization between PSP6 and the Issuer dated as of
September 26, 1994 and the related Agreement of Merger, which were filed with
the Issuer's Registration Statement on Form S-4 (File No. 33-56925)), (b) on May
11, 1995, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred
93,023 of these Shares to a third party as a gift and (c) on November 27, 1995,
B. Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred 157,328 of
these Shares to a third party as a gift, (vi) pursuant to the PSP6 Merger,
Parker Hughes Trust No. 1 acquired 2,069 Shares of the Issuer in exchange for
the surrender of 1,200 shares of PSP6 common stock series A, (vii) 142,917
Shares were acquired by B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
from B. Wayne Hughes, Jr. on February 28, 1995 in a privately negotiated
transaction for an aggregate price of $2,038,000 consisting of the cancellation
of $2,038,000 of debt of B. Wayne Hughes, Jr. to B. Wayne Hughes, (viii) 16,399
Shares were acquired as follows: (a) pursuant to a merger of Public Storage
Properties VII, Inc. ("PSP7") into the Issuer (the "PSP7 Merger") which was
effective June 30, 1995, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
acquired 248,889 Shares of the Issuer in exchange for the surrender of 215,488
shares of PSP7 common stock series A (the terms of the PSP7 Merger are set forth
in the Agreement and Plan of Reorganization between PSP7 and the Issuer dated as
of February 2, 1995 and the related Agreement of Merger, which were filed with
the Issuer's Registration Statement on Form S-4 (File No. 33-58893)), (b) on
September 6, 1995, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
transferred 96,000 of these Shares to a third party as a gift, (c) on November
1, 1995, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred
65,754 of these Shares to a third party as a gift, (d) on November 14, 1995, B.
Wayne Hughes, Trustee for B.W. Hughes Living Trust contributed 10,259 of these
Shares to PSOI in exchange for one-third of PSOI's voting common stock, (e) on
June 18, 1996, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred
50,000 of these Shares to a third party as a gift and (f) on March 26, 1997, B.
Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred 10,477 of these
Shares to a third party as a gift, (ix) pursuant to the PSMI Merger, B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust was issued 16,089,553 Shares on
November 16, 1995, which Shares were subject to certain post-closing
adjustments, (x) as post-closing adjustments to the Shares issued pursuant to
the PSMI Merger, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust was
issued 2,744,889 Shares on January 22, 1996 in respect of Shares that were owned
by PSMI at the effective time of the PSMI Merger and cancelled in the PSMI
Merger and reissued as a post-closing adjustment, offset by a reduction in the
total number of Shares issuable in the PSMI Merger resulting from a further
post- closing adjustment, (xi)(a) pursuant to a merger of Public Storage
Properties IX, Inc. ("PSP9") into the Issuer (the "PSP9 Merger") which was
effective March 26, 1996, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
acquired 89,169 Shares of the Issuer in exchange for the surrender of 104,781
shares of PSP9 common stock series A (the terms of the PSP9 Merger are set forth
in the Agreement and Plan of Reorganization among the Issuer, PSP9 and PS
Business Parks, Inc. dated as of December 13, 1995 and the related Agreement of
Merger between the Issuer and PSP9, which were filed with the Issuer's
Registration Statement on Form S-4 (File No. 333-00591)), (b) on June 4, 1996,
B. Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred 40,000 of
these Shares to a third party as a gift and (c) on March 26, 1997, B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust transferred 49,169 of these Shares
to a third party as a gift, (xii)(a) pursuant to a merger of Public Storage
Properties X, Inc. ("PSP10") into the Issuer (the "PSP10 Merger") which was
effective September 16, 1996, B. Wayne Hughes, Trustee for B.W. Hughes Living
Trust acquired 101,400 Shares of the Issuer in exchange for the surrender of
107,415 shares of PSP10 common stock series A (the terms of the PSP10 Merger are
set forth in the Agreement and Plan of Reorganization between PSP10 and the
Issuer dated as of June 20, 1996 and the related Agreement of Merger, which were
filed with the Issuer's Registration Statement on Form S-4 (File No. 333-08671))
and (b) on March 26, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
transferred these Shares to a third party as a gift, (xiii) 421 Shares were
acquired as follows: (a) pursuant to a merger of Public Storage Properties XII,
Inc. ("PSP12") into the Issuer (the "PSP12 Merger") which was effective
September 16, 1996, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
acquired 91,526 Shares of the Issuer in exchange for the surrender of 424 shares
of PSP12 common stock series A, 36,890.6 shares of PSP12 common stock series B
and 72,347.6 shares of PSP12 common stock series C (the terms of the PSP12
Merger are set forth in the Agreement and Plan of Reorganization between PSP12
and the Issuer dated as of June 20, 1996 and the related Agreement of Merger,
which were filed with the Issuer's Registration Statement on Form S-4 (File No.
333-08791)) and (b) on March 26, 1997, B. Wayne Hughes, Trustee for B.W. Hughes
Living Trust transferred 91,105 of these Shares to a third party as a gift,
(xiv) pursuant to the PSP12 Merger, Parker Hughes Trust No. 1 acquired 3,674
Shares of the Issuer in exchange for the surrender of 3,700 shares of PSP12
common stock series A, (xv)(a) pursuant to a merger of Partners Preferred Yield,
Inc. ("PPY") into the Issuer (the "PPY Merger") which was effective December 23,
1996, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 75,997
Shares of the Issuer in exchange for the surrender of 84,175 shares of PPY
common stock series B, 49,515 shares of PPY common stock series C and 32,607.2
shares of PPY common stock series D (the terms of the PPY Merger are set forth
in the Agreement and Plan of Reorganization among PPY, Partners Preferred Yield
II, Inc. ("PPY2"), Partners Preferred Yield III, Inc. ("PPY3") and the Issuer
dated as of August 15, 1996 and the related Agreement of Merger (collectively,
the "PPY, PPY2 and PPY3 Merger Agreement"), which were filed with the Issuer's
Registration Statement on Form S-4 (File No. 333-14161)) and (b) on March 26,
1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred these
Shares to a third party as a gift, (xvi)(a) pursuant to a merger of PPY2 into
the Issuer (the "PPY2 Merger") which was effective December 23, 1996, B. Wayne
Hughes, Trustee for B.W. Hughes Living Trust acquired 80,155 Shares of the
Issuer in exchange for the surrender of 84,175 shares of PPY2 common stock
series B, 49,515 shares of PPY2 common stock series C and 32,607.2 shares of
PPY2 common stock series D (the terms of the PPY2 Merger are set forth in the
PPY, PPY2 and PPY3 Merger Agreement) and (b) on March 26, 1997, B. Wayne Hughes,
Trustee for B.W. Hughes Living Trust transferred these Shares to a third party
as a gift, (xvii)(a) pursuant to a merger of PPY3 into the Issuer (the "PPY3
Merger") which was effective December 23, 1996, B. Wayne Hughes, Trustee for
B.W. Hughes Living Trust acquired 34,805 Shares of the Issuer in exchange for
the surrender of 3,037 shares of PPY3 common stock series A, 33,742 shares of
PPY3 common stock series B, 19,848 shares of PPY3 common stock series C and
13,070.8 shares of PPY3 common stock series D (the terms of the PPY3 Merger are
set forth in the PPY, PPY2 and PPY3 Merger Agreement) and (b) on March 26, 1997,
B. Wayne Hughes, Trustee for B.W. Hughes Living Trust transferred these Shares
to a third party as a gift, (xviii) pursuant to a merger of Public Storage
Properties XIV, Inc. ("PSP14") into the Issuer (the "PSP14 Merger") which was
effective April 11, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust
acquired 390 Shares of the Issuer in exchange for the surrender of 535 shares of
PSP14 common stock series A (the terms of the PSP14 Merger are set forth in the
Agreement and Plan of Reorganization among PSP14, Public Storage Properties XV,
Inc. ("PSP15") and the Issuer dated as of December 5, 1996 and the related
Agreement of Merger (collectively, the "PSP14 and PSP15 Merger Agreement"),
which were filed with the Issuer's Registration Statement on Form S-4 (File No.
333-22665)), (xix) pursuant to the PSP14 Merger, Mr. Hughes' former wife
acquired 219 Shares of the Issuer in exchange for the surrender of 300 shares of
PSP14 common stock series A (such shares no longer deemed to be beneficially
owned by Mr. Hughes), (xx) pursuant to the PSP14 Merger, Parker Hughes Trust No.
1 acquired 9,550 Shares of the Issuer in exchange for the surrender of 13,100
shares of PSP14 common stock series A (such shares subsequently transferred to
custodial accounts for the benefit of children of Mr. Hughes, Jr. and Ms. Hughes
and no longer deemed to be beneficially owned by Mr. Hughes), (xx) pursuant to a
merger of PSP15 into the Issuer (the "PSP15 Merger") which was effective April
11, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 401
Shares of the Issuer in exchange for the surrender of 535 shares of PSP15 common
stock series A (the terms of the PSP15 Merger are set forth in the PSP14 and
PSP15 Merger Agreement), (xxi) pursuant to a merger of Public Storage Properties
XVI, Inc. ("PSP16") into the Issuer (the "PSP16 Merger") which was effective
June 24, 1997, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired
80,662 Shares of the Issuer in exchange for the surrender of 748 shares of PSP16
common stock series A and 184,160.4 shares of PSP16 common stock series C (the
terms of the PSP16 Merger are set forth in the Agreement and Plan of
Reorganization among PSP16, Public Storage Properties XVII, Inc. ("PSP17"),
Public Storage Properties XVIII, Inc. ("PSP18"), Public Storage Properties XIX,
Inc. ("PSP19") and the Issuer dated as of April 9, 1997 and the related
Agreement of Merger (collectively, the "PSP16, PSP17, PSP18 and PSP19 Merger
Agreement"), which were filed with the Issuer's Registration Statement on Form
S-4 (File No. 333-26959)), (xxii) pursuant to a merger of PSP17 into the Issuer
(the "PSP17 Merger") which was effective June 24, 1997, B. Wayne Hughes, Trustee
for B.W. Hughes Living Trust acquired 522 Shares of the Issuer in exchange for
the surrender of 748 shares of PSP17 common stock series A (the terms of the
PSP17 Merger are set forth in the PSP16, PSP17, PSP18 and PSP19 Merger
Agreement), (xxiii) pursuant to a merger of PSP19 into the Issuer (the "PSP19
Merger") which was effective June 24, 1997, B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust acquired 396 Shares of the Issuer in exchange for the
surrender of 651 shares of PSP19 common stock series A (the terms of the PSP19
Merger are set forth in the PSP16, PSP17, PSP18 and PSP19 Merger Agreement),
(xxiv) pursuant to the PSP19 Merger, Parker Hughes Trust No. 1 acquired 670
Shares of the Issuer in exchange for the surrender of 1,100 shares of PSP19
common stock series A (such shares subsequently transferred to custodial
accounts for the benefit of children of Mr. Hughes, Jr. and Ms. Hughes and no
longer deemed to be beneficially owned by Mr. Hughes), (xxv) pursuant to mergers
of two corporations wholly owned by B. Wayne Hughes, Trustee for B.W. Hughes
Living Trust into a wholly-owned subsidiary of Issuer which was effective on
March 31, 1998, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired a
total of 853,700 Shares of the Issuer in exchange for the surrender of shares of
said two corporations, (xxvi) pursuant to a merger of Public Storage Properties
XX, Inc. ("PSP20") into the Issuer (the "PSP20 Merger") which was effective May
8, 1998, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 25,009
Shares of the Issuer in exchange for the surrender of shares of PSP20 capital
stock and (xxvii) pursuant to the Agreement and Plan of Reorganization (the
"PSIC Reorganization") by and among Issuer, Mr. Hughes, Mr. Hughes, Jr., Ms.
Hughes and PSIC, dated as of March 15, 2001, B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust acquired 653,653 Shares of the Issuer in exchange for the
surrender of shares of PSIC capital stock on December 31, 2001.
As of December 31, 2001 and subsequent to that date through January 10, 2002,
Mr. Hughes, Jr. and Ms. Hughes owned jointly a total of 11,348 Shares. These
Shares were acquired as follows: (i) 950 Shares were acquired for an approximate
aggregate purchase price (including commissions) of $9,921, which funds were
obtained from Mr. Hughes, Jr.'s and Ms. Hughes' personal funds (ii) pursuant to
the PSP17 Merger, Mr. Hughes, Jr. and Ms. Hughes acquired jointly 398 Shares of
the Issuer in exchange for the surrender of 570 shares of PSP17 common stock
series A and (iii) 10,000 Shares were acquired for an aggregate purchase price
(including commissions) of $225,000 with personal funds of Mr. Hughes, Jr. and
Ms. Hughes on December 9, 1999.
As of December 31, 2001 and subsequent to that date through January 10, 2002,
Mr. Wayne Hughes, Jr. owned (or was deemed to own) a total of 1,177,907 Shares
(exclusive of Shares owned jointly by Mr. Hughes, Jr. and Ms. Hughes). These
Shares were acquired (or deemed to be acquired) as follows: (i) 219,985 Shares
were acquired as follows: (a) 230,244 Shares were acquired for an approximate
aggregate purchase price (including commissions) of $2,796,974, which funds were
obtained from Mr. Hughes, Jr.'s personal funds and (b) on November 14, 1995, Mr.
Hughes, Jr. contributed 10,259 of these Shares to PSOI in exchange for one-third
of PSOI's voting common stock, (ii) pursuant to the PSP8 Merger, (a) Mr. Hughes,
Jr. acquired 179 Shares of the Issuer in exchange for the surrender of 125
shares of PSP8 common stock series A and (b) Mr. Hughes, Jr. as custodian for
his daughter acquired 286 Shares of the Issuer in exchange for the surrender of
200 shares of PSP8 common stock series A, (iii) 1,472 Shares were acquired upon
conversion of 875 shares of the Issuer's 8.25% Convertible Preferred Stock and
the 875 shares of Convertible Preferred Stock were acquired for an approximate
aggregate purchase price (including commissions) of $24,588, which funds were
obtained from Mr. Hughes, Jr.'s personal funds, (iv) 103,392 Shares were
acquired as follows: (a) in April 1994, Mr. Hughes, Jr. acquired a total of
526,300 Shares for an approximate aggregate purchase price (including
commissions) of $7,383,989, of which funds $4,750,000 was borrowed under Mr.
Hughes, Jr.'s credit agreement with Wells Fargo Bank which is referenced under
Item 7, Exhibit 2 (the "Wells Fargo Note") and $2,633,989 was advanced by Old
PSI (the "Old PSI Note"), and the Old PSI Note bore interest at Wells Fargo
Bank's prime rate plus 0.50%, (b) the Wells Fargo Note was subsequently paid off
in full, of which $2,038,000 was paid with funds advanced to Mr. Hughes, Jr. by
Mr. Hughes (the "B. Wayne Hughes Note"), $1,484,000 was paid with funds advanced
to Mr. Hughes, Jr. by Ms. Hughes (the "Tamara Hughes Note") and the balance was
paid with Mr. Hughes, Jr.'s funds, (c) on February 1, 1995, Mr. Hughes, Jr. sold
279,991 of these Shares to Ms. Hughes in a privately negotiated transaction for
an aggregate price of $3,992,671 consisting of the cancellation of the Tamara
Hughes Note and the assumption by Ms. Hughes of $2,508,671 of the Old PSI Note
and (d) on February 28, 1995, Mr. Hughes, Jr. sold 142,917 of these Shares to
Mr. Hughes in a privately negotiated transaction for an aggregate price of
$2,038,000 consisting of the cancellation of the B. Wayne Hughes Note, (v)
pursuant to the PSMI Merger, Mr. Hughes, Jr. was issued 144,254 Shares on
November 16, 1995, which Shares were subject to certain post-closing
adjustments, (vi) as post-closing adjustments to the Shares issued pursuant to
the PSMI Merger, Mr. Hughes, Jr. was issued 455,746 Shares on January 22, 1996
in respect of Shares that were owned by PSMI at the effective time of the PSMI
Merger and cancelled in the PSMI Merger and reissued as a post-closing
adjustment, offset by a reduction in the total number of Shares issuable in the
PSMI Merger resulting from a further post-closing adjustment, (vii) pursuant to
the PSP12 Merger, (a) Mr. Hughes, Jr. acquired 20,851 Shares of the Issuer in
exchange for the surrender of 6,522 shares of PSP12 common stock series B and
18,480 shares of PSP12 common stock series C, (b) Mr. Hughes, Jr. as custodian
for his daughter acquired 2,085 Shares of the Issuer in exchange for the
surrender of 2,100 shares of PSP12 common stock series A, and (c) Mr. Hughes,
Jr.'s wife as custodian for their daughter acquired 1,887 Shares of the Issuer
in exchange for the surrender of 1,900 shares of PSP12 common stock series A,
(viii) pursuant to the PPY3 Merger, Mr. Hughes, Jr. as custodian for his
daughter acquired 386 Shares of the Issuer in exchange for the surrender of 500
shares of PPY3 common stock series A, (ix) pursuant to the PSP14 Merger, Mr.
Hughes, Jr. acquired 6,269 Shares of the Issuer in exchange for the surrender of
1,000 shares of PSP14 common stock series A, 2,572 shares of PSP14 common stock
series B and 7,287 shares of PSP14 common stock series C, (x) pursuant to the
PSP15 Merger, Mr. Hughes, Jr. acquired 28,027 shares of the Issuer in exchange
for the surrender of 16,393 shares of PSP15 common stock series B and 46,448
shares of PSP15 common stock series C, (xi) pursuant to the PSP16 Merger, (a)
Mr. Hughes, Jr. acquired 13,852 Shares of the Issuer in exchange for the
surrender of 8,307 shares of PSP16 common stock series B and 23,536 shares of
PSP16 common stock series C and (b) Mr. Hughes, Jr.'s wife as custodian for
their daughter acquired 775 Shares of the Issuer in exchange for the surrender
of 1,050 shares of PSP16 common stock series A, (xii) pursuant to the PSP17
Merger, (a) Mr. Hughes, Jr. acquired 7,218 Shares of the Issuer in exchange for
the surrender of 160 shares of PSP17 common stock series A, 4,917 shares of
PSP17 common stock series B and 13,932 shares of PSP17 common stock series C and
(b) Mr. Hughes, Jr.'s wife as custodian for their daughter acquired 91 Shares of
the Issuer in exchange for the surrender of 130 shares of PSP17 common stock
series A, (xiii) pursuant to the PSP20 Merger which was effective May 8, 1998,
19 Shares were received by a custodial account for the benefit of Mr. Hughes,
Jr.'s wife in exchange for shares of PSP20, (xiv) a total of 35,781 Shares were
transferred from Parker Hughes Trust Nos. 1 and 2 effective December 31, 1998 to
custodial accounts for the benefit of Mr. Hughes, Jr.'s children, (xv) a total
of 4,280 Shares were acquired with Mr. Hughes, Jr.'s personal funds in December
1999 for an aggregate approximate purchase price (including commissions) of
$100,000 by custodial accounts for the benefit of Mr. Hughes, Jr.'s children,
(xvi) Mr. Hughes, Jr. acquired 112,302 Shares of the Issuer in exchange for the
surrender of shares of PSIC capital stock on December 31, 2001.
As of December 31, 2001 and subsequent to that date through January 10. 2001,
Ms. Hughes owned (or was deemed to own) a total of 172,434,260 Shares (exclusive
of Shares owned jointly by Ms. Hughes and Mr. Hughes, Jr.) These Shares were
acquired (or deemed to be acquired) as follows: (i) 278,601 Shares were acquired
as follows: (a) 288,860 Shares were acquired for an approximate aggregate
purchase price (including commissions) of $2,628,763, which funds were obtained
from Ms. Hughes' personal funds and (b) on November 14, 1995, Tamara Hughes
Gustavson contributed 10,259 of these Shares to PSOI in exchange for one-third
of PSOI's voting common stock, (ii) 5,050 Shares were acquired upon conversion
of 3,000 shares of Convertible Preferred Stock and the 3,000 shares of
Convertible Preferred Stock were acquired for an approximate aggregate purchase
price (including commissions) of $82,740, which funds were obtained from Ms.
Hughes' personal funds, (iii) 279,991 Shares were acquired by Ms. Hughes from
Mr. Hughes, Jr. on February 1, 1995 in a privately negotiated transaction for an
aggregate price of $3,992,671 consisting of the cancellation of the Tamara
Hughes Note and the assumption by Tamara Hughes Gustavson of $2,508,671 of the
Old PSI Note, and on November 14, 1995, Ms. Hughes sold these 279,991 Shares to
PSMI for an aggregate price of $4,969,840, a portion of which was used to pay
off Ms. Hughes' portion of the Old PSI Note, (iv) pursuant to the PSMI Merger,
Ms. Hughes was issued 13,667,026 Shares on November 16, 1995, which Shares were
subject to certain post-closing adjustments, (v) as post-closing adjustments to
the Shares issued pursuant to the PSMI Merger, Ms. Hughes was issued 2,661,088
Shares on January 22, 1996 in respect of Shares that were owned by PSMI at the
effective time of the PSMI Merger and cancelled in the PSMI Merger and reissued
as a post-closing adjustment, offset by a reduction in the total number of
Shares issuable in the PSMI Merger resulting from a further post-closing
adjustment, (vi) pursuant to the PSP12 Merger, Ms. Hughes acquired 36,541 Shares
of the Issuer in exchange for the surrender of 15,800 shares of PSP12 common
stock series A, 6,522 shares of PSP12 common stock series B and 18,480 shares of
PSP12 common stock series C, (vii) pursuant to the PSP14 Merger, Ms. Hughes
acquired 5,540 Shares of the Issuer in exchange for the surrender of 2,572
shares of PSP14 common stock series B and 7,287 shares of PSP14 common stock
series C, (viii) pursuant to the PSP15 Merger, Ms. Hughes acquired 28,927 shares
of the Issuer in exchange for the surrender of 1,200 shares of PSP15 common
stock series A, 16,393 shares of PSP15 common stock series B and 46,448 shares
of PSP15 common stock series C, (ix) pursuant to the PSP16 Merger, Ms. Hughes
acquired 13,852 Shares of the Issuer in exchange for the surrender of 8,307
shares of PSP16 common stock series B and 23,536 shares of PSP16 common stock
series C, (x) pursuant to the PSP17 Merger, Ms. Hughes acquired 8,851 Shares of
the Issuer in exchange for the surrender of 2,500 shares of PSP17 common stock
series A, 4,917 shares of PSP17 common stock series B and 13,932 shares of PSP17
common stock series C, (xi) a total of 35,780 shares were transferred from
Parker Hughes Trusts Nos. 1 and 2 effective December 31, 1998 to custodial
accounts for the benefit of Ms. Hughes' children, (xii) 600 Shares were acquired
with Ms. Hughes' personal funds on October 26, 2000 for an approximate purchase
price (including commissions) of $13,500 by a custodial account for the benefit
of Ms. Hughes' child, and (xiii) pursuant to the PSIC Reorganization, Ms. Hughes
acquired 673,810 Shares of the Issuer in exchange for the surrender of shares of
PSIC capital stock on December 31, 2001.
Item 4. Purpose of Transaction
The purpose of the acquisition of Shares by the Reporting Persons is for
investment as part of the general investment portfolio of the Reporting Persons
acquiring such Shares. The Reporting Persons believe that Issuer's shares of
common stock represent a good investment.
The Reporting Persons intend to review their investments in the Issuer on a
continuing basis and may, at any time, consistent with the Reporting Persons'
obligations under the federal securities laws, determine to increase or decrease
their ownership of Shares through purchases or sales of Shares in the open
market or in privately negotiated transactions. Such determination will depend
on various factors, including the Issuer's business prospects, other
developments concerning the Issuer, general economic conditions, money and stock
market conditions, and any other facts and circumstances which may become known
to the Reporting Persons regarding their investments in the Issuer.
By virtue of the purchase of the Shares, the Reporting Persons have no plans or
proposals which relate to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer; (ii) a sale or transfer of a material amount of assets of the Issuer;
(iii) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or
fill any position, vacancies on the boards; (iv) any material change in the
present capitalization or dividend policy of the Issuer; (v) any other material
change in the Issuer's business or corporate structure; (vi) changes in the
Issuer's articles of incorporation or bylaws or other actions which may impede
the acquisition or control of the Issuer by any person; (vii) any class of
securities of the Issuer to be delisted from the national securities exchange or
cease to be quoted in an inter-dealer quotation system of a registered national
securities association; (viii) a class of equity securities of the Issuer to
become eligible for termination of registration pursuant to Section 12(d)(4) of
the Securities Exchange Act of 1934; or (ix) any action similar to any of those
described above.
Mr. Hughes is Chairman of the Board and Chief Executive Officer of the Issuer
and Mr. Hughes, Jr. is an officer and director of Issuer, and, in their capacity
as such, they may, from time to time, propose to Issuer's board of directors a
wide variety of types of transactions, including transactions similar to those
described above.
Item 5. Interest in Securities of the Issuer
As of December 31, 2001 and subsequent to that date through January 10, 2002,
each Reporting Person owned (or was deemed to own) the aggregate number of
Shares set forth below opposite his or her name. Such Shares constitute
approximately 34% in the aggregate, of the approximate total number of Shares
outstanding on December 31, 2001.
Approximate % of
Reporting Person No. of Shares Shares Outstanding
-------------------------- ------------------------ --------------------
B. Wayne Hughes 20,646,824 17.88%
B. Wayne Hughes, Jr. and
Tamara Hughes Gustavson 11,348 .01%
B. Wayne Hughes, Jr. 1,177,907 1.02%
Tamara Hughes Gustavson 17,434,260 15.09%
------------------------ --------------------
Total 39,270,339 34.00%
Includes Shares held of record by the B.W. Hughes Living Trust as to which
Mr. Hughes has voting and dispositive power, Shares held by a custodian of
an individual retirement account for Mr. Hughes as to which he has
investment and dispositive power and Shares held in Issuer's 401(k) Plan.
Does not include Shares owned by his former wife.
Shares held of record jointly by Mr. Hughes, Jr. and Ms. Hughes as to which
they have joint voting and dispositive power.
Includes Shares held by custodians of individual retirement accounts for
Mr. Hughes, Jr. and his wife as to which each has investment and
dispositive power, Shares held by Mr. Hughes, Jr. and his wife as
custodians for their children as to which they have voting and dispositive
power and Shares held in Issuer's 401(k) Plan. Excludes 11,348 Shares held
of record jointly by Mr. Hughes, Jr. and Ms. Hughes.
Includes Shares held by a custodian of an individual retirement account for
Ms. Hughes as to which she has investment and dispositive power, Shares
held by Ms. Hughes' husband as to which he has investment and dispositive
power, Shares held by Ms. Hughes and her husband as custodians for their
children, as to which they have voting and dispositive power and Shares
held in Issuer's 401(k) Plan. Excludes 11,348 Shares held of record jointly
by Ms. Hughes and Mr. Hughes, Jr.
During the 60-day period ending December 31, 2001 and subsequent to that date
through January 10, 2002, the Reporting Persons purchased or sold the number of
Shares in the transactions, on the transaction dates and at the prices per Share
(not including commissions) set forth below opposite his, her or its name.
Price
Transaction No. of Type of per
Reporting Person Date Shares Bought Transaction Share
----------------------- ----------- --------------- ------------ ------
B. Wayne Hughes 12/31/01 653,653
B. Wayne Hughes, Jr 12/31/01 112,302
Tamara Hughes Gustavson 12/31/01 673,810
Pursuant to the PSIC Reorganization, B. Wayne Hughes, Trustee for B.W.
Hughes Living Trust acquired 653,653 Shares of the Issuer in exchange for
the surrender of 136,200 shares of PSIC capital stock.
Pursuant to the PSIC Reorganization, Mr. Hughes, Jr. acquired 112,302
Shares of the Issuer in exchange for the surrender of 23,400 shares of PSIC
capital stock.
Pursuant to the PSIC Reorganization, Ms. Hughes acquired 673,810 Shares of
the Issuer in exchange for the surrender of 140,400 shares of PSIC capital
stock.
To the best of the Reporting Persons' knowledge, except as disclosed herein,
none of the Reporting Persons named in Item 2 has any beneficial ownership of
any Shares as of December 31, 2001 and subsequent to that date through January
10, 2002, or has engaged in any transaction in any Shares during the 60-day
period ending December 31, 2001 and subsequent to that date through January 10,
2002.
Except as disclosed herein, no other person is known to the Reporting Persons to
have the right to receive or the power to direct receipt of dividends from, or
the proceeds from the sale of, the Shares beneficially owned by the Reporting
Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
In connection with the PSMI Merger, in order to assist the Issuer in preserving
its status as a "real estate investment trust" under the Internal Revenue Code
of 1986, B. Wayne Hughes, Tamara Hughes Gustavson, B. Wayne Hughes, Jr. and
Parker Hughes Trust No. 2 (collectively, the "Shareholders") entered into a
Shareholders' Agreement with the Issuer dated as of November 16, 1995 (the
"Shareholders Agreement") restricting the Shareholders' acquisition of
additional shares of capital stock of the Issuer and providing that, if at any
time, for any reason, more than 50% in value of the Issuer's outstanding capital
stock otherwise would be considered owned by five or fewer individuals, a number
of Shares owned by B. Wayne Hughes necessary to prevent such violation will
automatically and irrevocably be transferred to a designated charitable
beneficiary. The Shareholders Agreement is referenced under Item 7, Exhibit 5
and is incorporated herein by this reference.
Except as disclosed herein, to the best knowledge of the Reporting Persons,
there are at present no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons named in Item 2 and between
such persons 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
Exhibit 1 - Amended Joint Filing Agreement was previously filed.
Exhibit 2 - Credit Agreement between B. Wayne Hughes, Jr. and Wells Fargo Bank
dated as of April 11, 1994 was previously filed.
Exhibit 3 - Agreement and Plan of Reorganization dated as of June 30, 1995 by
and among the Issuer, Old PSI and PSMI. Filed as Appendix A to the Issuer's
definitive Proxy Statement dated October 11, 1995 (filed October 13, 1995) and
incorporated herein by reference.
Exhibit 4 - Amendment to Agreement and Plan of Reorganization dated as of
November 13, 1995 by and among the Issuer, Old PSI and PSMI was previously
filed.
Exhibit 5 - Shareholders' Agreement dated as of November 16, 1995 by and among
the Issuer, B. Wayne Hughes, Tamara L. Hughes, B. Wayne Hughes, Jr. and Parker
Hughes Trust No. 2 was previously filed.
SIGNATURES
Each person whose signature appears below hereby authorizes B. Wayne Hughes and
David Goldberg, and each of them, as attorney- in-fact, to sign on its or his
behalf any amendment to this Amendment No. 23 to Statement on Schedule 13D, and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission.
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this Amendment No. 23 to Statement on Schedule
13D is true, complete and correct.
Dated: January 10, 2002
/s/B. WAYNE HUGHES
----------------------
B. Wayne Hughes
/s/B. WAYNE HUGHES, JR.
----------------------
B. Wayne Hughes, Jr.
/s/TAMARA HUGHES GUSTAVSON
----------------------
Tamara Hughes Gustavson