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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. 25)
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PUBLIC STORAGE, INC.
(NAME OF ISSUER)
COMMON STOCK, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
74460D-10-9
(CUSIP NUMBER)
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DAVID GOLDBERG
701 WESTERN AVENUE
SUITE 200
GLENDALE, CALIFORNIA 91201-2397
(818) 244-8080, EXT. 1529
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
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MARCH 6, 2006
(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).
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CUSIP No. 74460D-10-9 Page 2 of 9 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B. Wayne Hughes
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, OO
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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
United States of America
------------------- ------ -----------------------------------------------------
Number of 7. SOLE VOTING POWER
Shares 19,901,850(1)
Beneficially ------ -----------------------------------------------------
Owned By 8. SHARED VOTING POWER
Each 0
Reporting ------ -----------------------------------------------------
Person With 9. SOLE DISPOSITIVE POWER
19,901,850(1)
------ -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,901,850(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)
15.3%
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14. TYPE OF REPORTING PERSON REPORTING
IN
--------------------------------------------------------------------------------
----------------
(1) Includes shares held indirectly including shares held of record by the B.W.
Hughes Living Trust, B. Wayne Hughes 5-04 Annuity Trust, B. Wayne Hughes 6-04
Annuity Trust, B. Wayne Hughes 9-05 Annuity Trust and American Commercial
Equities LLC 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 as of March 1, 2006. Percentage of class based on number of shares
outstanding at March 1, 2006.
CUSIP No. 74460D-10-9 Page 3 of 9 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B. Wayne Hughes, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, BK, OO
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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
United States of America
------------------- ------ -----------------------------------------------------
Number of 7. SOLE VOTING POWER
Shares 4,736,080(1)
Beneficially ------ ------------------------------------------------------
Owned By 8. SHARED VOTING POWER
Each 11,348(2)
Reporting ------ ------------------------------------------------------
Person With 9. SOLE DISPOSITIVE POWER
4,736,080(1)
------ ------------------------------------------------------
10. SHARED DISPOSITIVE POWER
11,348(2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,736,080(1,2)
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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)
3.7%
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14. TYPE OF REPORTING PERSON REPORTING
IN
--------------------------------------------------------------------------------
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(1) Includes shares held indirectly including shares held on Issuer's 401(k)
Plan as of March 1, 2006 and shares allocated to 60% interest in shareholdings
of American Commercial Equities Two LLC. Percentage of class based on number of
shares outstanding at March 1, 2006.
(2) Includes 11,348 shares held of record jointly by Mr. Hughes, Jr. and Ms.
Hughes.
CUSIP No. 74460D-10-9 Page 4 of 9 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tamara Hughes Gustavson (formerly Tamara L. Hughes)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, OO
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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
United States of America
------------------- ------ -----------------------------------------------------
Number of 7. SOLE VOTING POWER
Shares 21,470,312(1)
Beneficially ------ -----------------------------------------------------
Owned By 8. SHARED VOTING POWER
Each 11,348(2)
Reporting ------ -----------------------------------------------------
Person With 9. SOLE DISPOSITIVE POWER
21,470,312(1)
------ -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
11,348(2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,481,660(1,2)
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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)
16.6%
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14. TYPE OF REPORTING PERSON REPORTING
IN
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(1) Includes shares held indirectly including shares held on Issuer's 401(k)
Plan as of March 1, 2006 and shares allocated to 39% interest in shareholdings
of American Commercial Equities Two LLC. Percentage of class based on number of
shares outstanding at March 1, 2006.
(2) Includes 11,348 shares held of record jointly by Mr. Hughes, Jr. and Ms.
Hughes.
This Amendment No. 25 (this "Amendment") amends and supplements
the Statement on Schedule 13D, as amended (the "Schedule 13D"), relating to the
shares of common stock, par value $.10 per share (the "Shares"), of Public
Storage, Inc. (the "Issuer"), previously filed by B. Wayne Hughes, B. Wayne
Hughes, Jr. and Tamara Hughes Gustavson (together, the "Reporting Persons" or
the "Hughes Family"). This Amendment is being filed to update the Schedule 13D
in light of certain recent events.
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.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended to add the following:
On March 6, 2006, Issuer entered into an agreement and plan of
merger (the "Merger Agreement") with Shurgard Storage Centers, Inc. ("Shurgard")
and ASKL Sub LLC, a subsidiary of Issuer. A copy of the Merger Agreement is
attached as Exhibit 6 hereto and is incorporated herein by reference.
In connection with the Merger Agreement, the Reporting
Persons, on behalf of certain controlled affiliates (the "Stockholders"), have
entered into a voting agreement with Shurgard (the "Voting Agreement"). A copy
of the Voting Agreement is attached as Exhibit 7 hereto and is incorporated
herein by reference.
Under the Voting Agreement, each Stockholder agreed to vote
(or cause to be voted) the Shares beneficially owned by such Stockholder
("Voting Shares") in favor of the Merger Agreement and related transactions
contemplated therein, and against any actions or agreements that (A) result in a
breach of any covenant, representation or warranty or any other obligation or
agreement under the Merger Agreement or of the Stockholders under the Voting
Agreement or (B) impede, interfere with, delay, discourage, postpone, or
adversely affect the merger or the transactions contemplated by the Merger
Agreement or Voting Agreement. In furtherance of the Voting Agreement, each
Stockholder granted to certain officers or agents of Shurgard an irrevocable
proxy to vote its Shares in accordance with the foregoing.
Further, under the Voting Agreement, each Stockholder agreed
not to transfer, directly or indirectly, any Voting Shares, or grant any proxy,
power-of-attorney or other authorization or interest in or with respect to
Voting Shares, or deposit Voting Shares into a voting trust or enter into a
voting agreement or arrangement unless and until such Stockholder has taken all
actions (including the endorsement of a legend on the certificates evidencing
such Shares) necessary to ensure that such Voting Shares will at all times be
subject to the rights, powers and privileges granted or conferred, and subject
to all restrictions, covenants and limitations imposed by the Voting Agreement
and has caused any transferee of any of Voting Shares to execute and deliver to
Shurgard an agreement and irrevocable proxy consistent with the terms of the
Voting Agreement. However, nothing in the Voting Agreement will prevent a
Stockholder from trans-
-5-
ferring Subject Shares which represent in the aggregate 1% or less of the
outstanding shares of Issuer's common stock for estate tax planning purposes or
to any charitable organization.
The Voting Agreement provides that it will terminate on the
earlier of (a) the consummation of the transactions contemplated by the Merger
Agreement and (b) the termination of the Merger Agreement according to its
terms.
In connection with the Merger Agreement and Voting Agreement,
the Board of Directors of Issuer also has waived the ownership limitation set
forth in Issuer's charter with respect to the Hughes Family (the "Waiver"). The
Waiver allows the Hughes Family to buy Shares after the closing of the merger in
an amount such that their collective total ownership of Shares, as a percentage
of all outstanding Shares, after the closing of the merger will be equal to
their collective total ownership of Shares, as a percentage of all outstanding
Shares, as of the Board's approval of the Merger Agreement. The Waiver is
contingent on the closing of the merger, and amends the Shareholders' Agreement
between Issuer and the Reporting Parties, dated as of November 16, 1995 (the
"Shareholders Agreement"). Notwithstanding the foregoing, and subject to the
Hughes Family's obligations under the Waiver, the Shareholders Agreement and the
Voting Agreement, the Hughes Family may determine to change their investment
intent with respect to Issuer at any time in the future. In reaching any
conclusion as to their future course of action, the Hughes Family will take into
consideration various factors, such as the Hughes Family's financial condition
and financial plans, other development concerning the Hughes Family, Issuer's
business and prospects, other developments concerning Issuer, other business
opportunities available to Issuer and general economic and stock market
conditions, including, but not limited to, the market price of the Shares. The
Hughes Family reserves the right, based on all relevant factors, and in each
case subject to the provisions of the Waiver, the Shareholders Agreement and the
Voting Agreement, to acquire additional Shares in the open market or in
privately negotiated transactions, to dispose of all or a portion of their
respective holdings of Shares, or to change their intention with respect to any
or all of the matters referred to in this Item.
References to and descriptions of the Merger Agreement and the
Voting Agreement as set forth herein are qualified in their entirety by
reference to the copies of the Merger Agreement and the Voting Agreement and are
incorporated herein by reference in their entirety where such references and
descriptions appear.
-6-
Item 5. Interest in Securities of the Issuer
As of March 9, 2006, 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 35.5% in the aggregate of the
approximate total number of Shares outstanding on March 9, 2006.
------------------------------- ------------------------- --------------------------------------------
Reporting Person No. of Shares Approximate % of Shares Outstanding
-------------------------------- ------------------------- -------------------------------------------
------------------------------- ------------------------- --------------------------------------------
B. Wayne Hughes 19,901,850 (1) 15.3%
-------------------------------- ------------------------- -------------------------------------------
------------------------------- ------------------------- --------------------------------------------
B. Wayne Hughes, Jr. and 11,348 (2) 0.0%
Tamara Hughes Gustavson
-------------------------------- ------------------------- -------------------------------------------
------------------------------- ------------------------- --------------------------------------------
B. Wayne Hughes, Jr. 4,736,080 (3) 3.6%
-------------------------------- ------------------------- -------------------------------------------
------------------------------- ------------------------- --------------------------------------------
Tamara Hughes Gustavson 21,470,312 (4) 16.5%
-------------------------------- ------------------------- -------------------------------------------
(1) Includes Shares held indirectly including shares held of record by
the B.W. Hughes Living Trust, B. Wayne Hughes 5-04 Annuity Trust, B.
Wayne Hughes 6-04 Annuity Trust, B. Wayne Hughes 9-05 Annuity Trust and
American Commercial Equities LLC 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 as of March
1, 2006. Percentage of class based on number of Shares outstanding at
March 1, 2006.
(2) Shares held of record jointly by Mr. Hughes, Jr. and Ms. Hughes as
to which they have joint voting and dispositive power.
(3) Includes Shares held by custodians of individual retirement
accountsfor 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, Shares held in Issuer's 401(k) Plan as of March
1, 2006 and shares allocated to 60% interest in shareholdings of
American Commerical Equities Two LLC. Excludes Shares held of record
jointly by Mr. Hughes, Jr. and Ms. Hughes as to which they have joint
voting and dispositive power.
(4) 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, Shares held in Issuer's 401(k) Plan as of March 1,
2006 and shares allocated to 39% interest in shareholdings of American
Commercial Equities Two LLC. Excludes Shares held of record jointly by
Mr. Hughes, Jr. and Ms. Hughes as to which they have joint voting and
dispositive power.
-7-
During the 60-day period ending March 6, 2006 and subsequent
to that date through March 9, 2006, 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.
----------------------- --------------------- --------------------- --------------------- -------------------
Reporting Person Transaction Date No. of Shares Type of Transaction Price Per Share
Bought (Sold)
----------------------- --------------------- --------------------- --------------------- -------------------
----------------------- --------------------- --------------------- --------------------- -------------------
B. Wayne Hughes 1/6/06 (534,600) (1) (1)
----------------------- --------------------- --------------------- --------------------- -------------------
----------------------- --------------------- --------------------- --------------------- -------------------
B. Wayne Hughes, Jr. 1/6/06 324,000 (1) (1)
----------------------- --------------------- --------------------- --------------------- -------------------
----------------------- --------------------- --------------------- --------------------- -------------------
Tamara Hughes 1/6/06 210,600 (1) (1)
Gustavson
----------------------- --------------------- --------------------- --------------------- -------------------
(1) Transfer of 99% interest held by Mr. Hughes in American Commercial
Equities Two LLC for benefit of Mr. Hughes' grandchildren and
represents allocated Shares held by American Commercial Equities Two
LLC. American Commercial Equities Two LLC held substantial other assets
and no price was separately allocated to Shares.
To the best of the Reporting Persons' knowledge, except as
disclosed herein, none of the Reporting Persons have any beneficial ownership of
any Shares as of March 6, 2006 and subsequent to that date through March 9,
2006, or has engaged in any transaction in any Shares during the 60-day period
ending March 6, 2006 and subsequent to that date through March 9, 2006.
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.
The response to Item 4 is incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 6. Agreement and Plan of Merger, dated as of
March 6, 2006, by and among Shurgard Storage
Centers, Inc., Public Storage, Inc. and ASKL
Sub LLC (incorporated by reference to
Exhibit 99.1 to the Form 8-K filed by Public
Storage, Inc. on March 7, 2006).
Exhibit 7. Stockholders Voting Agreement, dated as
of March 6, 2006, by and between Shurgard
Storage Centers, Inc. and the parties listed
on Schedule A attached thereto (incorporated
by reference to Exhibit 10.1 to the Form 8-K
filed by Public Storage, Inc. on March 7,
2006).
Exhibit 8: Power of Attorney, dated as of March 9,
2006.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
-------------------*------------------
B. Wayne Hughes
-------------------*------------------
B. Wayne Hughes, Jr.
-------------------*------------------
Tamara Hughes Gustavson
March 9, 2006
* David Goldberg as attorney-in-fact
/s/ David Goldberg
--------------------------------------
David Goldberg
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