Public Storage Inc/CA · SC 13D/A · PS Business Parks Inc/CA · On 3/26/98

Filed On 3/26/98   ·   SEC File 5-41373   ·   Accession Number 318380-98-14

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13d Amendment                                12     47K 

Document Table of Contents

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UNITED STATES           
SECURITIES AND EXCHANGE COMMISSION          
Washington, D.C. 20549          

SCHEDULE 13D          

Under the Securities Exchange Act of 1934           
(Amendment No. 5 )*         

PS Business Parks, Inc.         
(formerly Public Storage Properties XI, Inc.)         
(Name of Issuer)          

Common Stock          
(formerly Common Stock Series A)          
(Title of Class of Securities)          

69360J 10 7           
(CUSIP Number)          

David Goldberg, 701 Western Avenue, Glendale,         
California 91201-2397, 818/244-8080, ext. 529         
---------------------------------------------------------           
(Name, Address and Telephone Number of Person           
Authorized to Receive Notices and Communications)           

March 17, 1998            
(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.                                     

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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. 69360J 10 7                                                     

1    Name of Reporting Person                                             
S.S. or I.R.S. Identification No. of Above Person               

PS Texas Holdings, Ltd.                               

2    Check the Appropriate Box if a Member of a Group*                    
                                        a. [ ]
                                        b. [ ]

3    SEC Use Only                                                         

4    Source of Funds*                                                     
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                                 
Texas                                                 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH         

7    Sole Voting Power                      
266,706                           

8    Shared Voting Power                    
N/A                               

9    Sole Dispositive Power                 
266,706                           

10   Shared Dispositive Power               
N/A                               

11   Aggregate Amount Beneficially Owned by Each Reporting                
Person                                                          
266,706                                               

12   Check Box if the Aggregate Amount in Row (11) Excludes               
Certain Shares* [ ]                                             

13   Percent of Class Represented by Amount in Row (11)                   
1.9%                                                  

14   Type of Reporting Person*                                            
PN                                                    

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CUSIP No. 69360J 10 7                                                     

1    Name of Reporting Person                                             
S.S. or I.R.S. Identification No. of Above Person               

PS GPT Properties, Inc.                               

2    Check the Appropriate Box if a Member of a Group*                    
                                        a. [ ]
                                        b. [ ]

3    SEC Use Only                                                         

4    Source of Funds*                                                     
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                                 
California                                            

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH         

7    Sole Voting Power                      
N/A                               

8    Shared Voting Power                    
266,706 (see footnote 1 below)    

9    Sole Dispositive Power                 
N/A                               

10   Shared Dispositive Power               
266,706 (see footnote 1 below)    

11   Aggregate Amount Beneficially Owned by Each Reporting                
Person                                                          
266,706 (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)                   
1.9%                                                  

14   Type of Reporting Person*                                            
CO                                                    

(1) Includes 266,706 shares held of record by PS Texas Holdings, Ltd.     

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CUSIP No. 69360J 10 7                                                     

1    Name of Reporting Person                                             
S.S. or I.R.S. Identification No. of Above Person               

Public Storage, Inc.                                  

2    Check the Appropriate Box if a Member of a Group*                    
                                        a. [ ]
                                        b. [ ]

3    SEC Use Only                                                         

4    Source of Funds*                                                     
WC, 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                                 
California                                            

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH         

7    Sole Voting Power                      
4,647,722                         

8    Shared Voting Power                    
266,706 (see footnote 1 below)    

9    Sole Dispositive Power                 
4,533,367                         

10   Shared Dispositive Power               
266,706 (see footnote 1 below)    

11   Aggregate Amount Beneficially Owned by Each Reporting                
Person                                                          
4,914,428 (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)                   
35.1%                                                 

14   Type of Reporting Person*                                            
CO                                                    

(1) Includes 266,706 shares held of record by PS Texas Holdings, Ltd.     

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       This Amendment No. 5 to Statement on Schedule 13D amends and restates
the Statement on Schedule 13D dated November 16, 1995, as amended and           
restated by Amendment No. 1 dated January 12, 1996 and Amendment No. 2          
dated April 16, 1996 and amended by Amendment No. 3 dated June 17, 1996 and     
Amendment No. 4 dated August 18, 1997.                                          

Item 1.  Security and Issuer                                                    

         This Amendment No. 5 to Statement on Schedule 13D relates to the Common
Stock, formerly known as Common Stock Series A, 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 91201-2397.                                

Item 2.  Identity and Background                                                

     This Amendment No. 5 to Statement on Schedule 13D is being filed by
PS Texas Holdings, Ltd. ("PS Texas"), PS GPT Properties, Inc. ("PS GPT")        
and Public Storage, Inc. ("PSI") (collectively, the "Reporting Persons")        
pursuant to a Joint Filing Agreement attached hereto as Exhibit 1.              

 PS Texas is a Texas limited partnership. Its principal business
activity is the acquisition, ownership, operation and management of self-storage
facilities. The principal address of PS Texas is 701 Western Avenue, Glendale,  
California 91201-2397. The sole general partner of PS Texas is PS GPT.          

     PS GPT is a California corporation and a wholly-owned subsidiary of
PSI. Its principal business activity is to act as the general partner of PS     
Texas. The principal address of PS GPT is 701 Western Avenue, Glendale,         
California 91201-2397.                                                          

      PSI is a fully integrated, self-advised and self-managed real estate
investment trust ("REIT") which is engaged primarily in the development,        
construction, acquisition, ownership, operation, management and leasing of      
mini-warehouses. The address of PSI's principal executive office is 701 Western 
Avenue, Glendale, California 91201-2397.                                        

      Information regarding the identity and background of PSI's directors
and executive officers is set forth in Appendix A attached to this Statement on 
Schedule 13D. To the knowledge of PSI, all of its directors and executive       
officers are citizens of the United States except Uri P.                        
Harkham, who is a citizen of Australia.                                         

         During the last five years, neither the Reporting Persons nor, to their
knowledge, any director, executive officer, or controlling person of any        
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.    

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Item 3.  Source and Amount of Funds or Other Consideration                      

   On March 17, 1998, American Office Park Properties, Inc. ("AOPP")
merged into the Issuer (the "Merger"). In connection with the Merger, (i) of the
1,819,937 outstanding shares of the Issuer's Common Stock Series A, based upon  
elections made by the shareholders, 106,155 shares were converted into          
$2,176,177.50 in cash (at the rate of $20.50 per share) and 1,713,782 shares    
continue to be owned by the shareholders, (ii) of the 707,071 shares of the     
Issuer's Common Stock Series B and Common Stock Series C, 47,824 shares of      
Common Stock Series C were cancelled prior to the Merger, and 659,247 shares of 
Common Stock Series B and C were converted into 569,656 shares of the Issuer's  
Common Stock Series A (at the rate of 0.8641 shares of Common Stock Series A per
share of Common Stock Series B and C), (iii) 11,737,527 shares of the Issuer's  
Common Stock Series A were issued to the holders of AOPP common stock (at the   
rate of 1.18 shares of the Issuer's Common Stock Series A per share of AOPP     
common stock, (iv) the Issuer changed its name from Public Storage Properties   
XI, Inc. to PS Business Parks, Inc., (v) the Issuer's Common Stock Series A was 
reconstituted as Common Stock and (vi) the Issuer became the general partner of 
American Office Park Properties, L.P., a California limited partnership (the    
"Operating Partnership"), which changed its name to PS Business Parks, L.P.     
Concurrently with the Merger, the Issuer exchanged 13 predominantly             
mini-warehouse properties for 11 commercial properties owned by PSI.            

       As of March 17, 1998, PS Texas owned a total of 266,706 Shares. These
Shares were acquired in the Merger in exchange for the surrender of 226,022.20  
shares of AOPP common stock.                                                    

       As of March 17, 1998, PS GPT did not own any Shares, exclusive of the
Shares owned by PS Texas.                                                       

        As of March 17, 1998, PSI owned a total of 4,533,367 Shares (exclusive
of Shares owned by PS Texas and 114,355 Shares which PSI has a right to acquire 
from B. Wayne Hughes, as described under Item 6 below). These Shares were       
acquired as follows: (i) 141,188 Shares were acquired in connection with the    
merger of Public Storage Management, Inc. into PSI, (ii) 82,100 Shares were     
purchased for an aggregate cost (including commissions) of approximately        
$1,467,661, with funds obtained from PSI's working capital, (iii) 3,854,354     
Shares were acquired in the Merger in exchange for the surrender of 3,266,401.73
shares of AOPP common stock and (iv) 455,725 Shares were acquired in the Merger 
in exchange for the surrender of 147,562.4 shares of the Issuer's Common Stock  
Series B and 379,835.4 shares of the Issuer's Common Stock Series C (38,259     
shares of Common Stock Series C owned by PSI were cancelled prior to the        
Merger).                                                                        

Item 4.  Purpose of Transaction                                                 

  A description of the Merger is set forth under Item 3 above. For
further information regarding the Merger, see the Registration Statement on Form
S-4 (No. 333-45405) filed by the Issuer with the Securities and Exchange        
Commission (the "Form S-4"), which is incorporated herein by this reference.    

 The Reporting Persons currently intend to hold their Shares for
investment. The Reporting Persons 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 Persons now own or hereafter may acquire.                             

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Item 5.  Interest in Securities of the Issuer                                   

     As of March 17, 1998, each Reporting Person owned (or was deemed to
own) the aggregate number of Shares set forth below opposite its name. Such     
Shares constitute approximately 35.1%, in the aggregate, of the total number of 
Shares outstanding on March 17, 1998 of 14,020,965.                             

                                              Approximate % of
Reporting Person               No. of Shares          Shares Outstanding        
----------------               -------------          ------------------        

PS Texas                           266,706                 1.9%                 
PS GPT                                  --<F1>              --                  
PSI                              4,647,722<F2>            33.1%                 
               ---------                ----
Total                         4,914,428                35.1%              

        <F1> Excludes 266,706 Shares held of record by PS Texas as to which PS
GPT shares voting and dispositive power.                                        

        <F2> Includes (i) 4,533,367 Shares as to which PSI has sole voting and
dispositive power and (ii) 114,355 Shares which PSI has an option to acquire    
(together with other securities) from B. Wayne Hughes as trustee of the B.W.    
Hughes Living Trust and as to which PSI has sole voting power (pursuant to an   
irrevocable proxy) and no dispositive power. Excludes 266,706 Shares held of    
record by PS Texas as to which PSI shares voting and dispositive power.         

      During the 60-day period ended March 17, 1998, the Reporting Persons
engaged in the following acquisitions of Shares:                                

           Transaction   No. of Shares    Type of      Price Per
Reporting Person      Date         Acquired      Transaction     Share          
----------------   -----------   -------------   -----------   ---------        

PS Texas             3/17/98        266,706        <F1>         <F1>            
PSI                  3/17/98      3,854,354        <F2>         <F2>            
         3/17/98        455,725        <F3>         <F3>
------------                                                                    

  <F1> Pursuant to the Merger, PS Texas acquired 266,706 Shares in
exchange for the surrender of 226,022.20 shares of AOPP common stock.           

        <F2> Pursuant to the Merger, PSI acquired 3,854,354 Shares in exchange
for the surrender of 3,266,401.73 shares of AOPP common stock.                  

      <F3> Pursuant to the Merger, PSI acquired 455,725 Shares in exchange
for the surrender of 147,562.4 shares of the Issuer's Common Stock Series B and 
379,835.4 shares of the Issuer's Common Stock Series C.                         

      The number of Shares beneficially owned by each of the directors and
executive officers of PSI is set forth on Appendix A attached to this Statement 
on Schedule 13D. Unless otherwise indicated, each director and executive officer
has the sole power to vote and the sole power to dispose of his or her Shares.  

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Item 6.  Contracts, Arrangements, Understandings or Relationships With          
Respect to Securities of the Issuer                           

       In connection with the merger of Public Storage Management, Inc. into
PSI on November 16, 1995, B. Wayne Hughes as trustee of the B.W. Hughes Living  
Trust ("Hughes") granted to PSI an option to acquire various securities and     
other interests owned by him, which prior to the Merger included 424 shares of  
the Issuer's Common Stock Series A, 36,890.6 shares of the Issuer's Common Stock
Series B, and 104,523.6 shares of the Issuer's Common Stock Series C and        
subsequent to the Merger includes (after cancellation of 9,565 shares of Common 
Stock Series C and conversion of 131,849.2 shares of Common Stock Series B and C
into 113,931 Shares) 114,355 Shares (the "Option"). The Option expires on       
November 16, 1998, and is exercisable for all (but not part) of the interests   
subject to the Option. The exercise price of the Option is $65,000,000 (subject 
to adjustment under certain circumstances) and is payable in shares of common   
stock of PSI valued at the higher of (i) $16 per share or (ii) a stock price    
necessary to cause the acquisition to be non-dilutive based on PSI's funds from 
operations per share of common stock (calculated in accordance with the         
agreement evidencing the Option) for the four consecutive quarters preceding the
exercise of the Option. Hughes has agreed not to dispose of any interests       
subject to the Option during the term of the Option. PSI holds an irrevocable   
proxy to vote the securities subject to the Option.                             

       Pursuant to the terms of an Agreement among Shareholders and Company,
as amended (referenced under Item 7, Exhibits 4 and 5), after the Merger, the   
Board of Directors of the Issuer consists of seven members: two nominees of PSI 
and five independent directors mutually acceptable to PSI and Acquiport Two     
Corporation ("Acquiport"). PSI and Acquiport have agreed to vote their          
respective Shares of the Issuer to support such nominees to the Board. This     
voting agreement expires at the later of the following dates: (i) when PSI's    
interest in the Issuer or Acquiport's interest in the Issuer is less than 20%,  
assuming conversion of all limited partnership interests in the Operating       
Partnership into Shares of the Issuer or (ii) December 24, 2001.                

  PSI holds 3,373,085 units of limited partnership interest in the
Operating Partnership ("Units"), PS Texas holds 92,598 Units and other          
partnerships of which PSI is a general partner own an aggregate of 3,839,673    
Units. 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 Persons,
there are no contracts, arrangements, understandings or relationships among the 
Reporting 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 or investment power over securities of the Issuer.   

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Item 7.  Material to be Filed as Exhibits                                       

Exhibit 1 -    Joint Filing Agreement - filed herewith.                         

Exhibit 2 -    Amended and Restated Agreement and Plan of Reorganization dated  
            as of December 17, 1997 among the Issuer, American Office Park
               Properties, Inc. and PSI (incorporated by reference from the Form
S-4).                                             

Exhibit 3 -    Option Agreement dated as of November 16, 1995, by and between   
               PSI and B. Wayne Hughes (incorporated by reference from Exhibit 3
         to Amendment No. 1 to Schedule 13D filed by B. Wayne Hughes
          relating to the beneficial ownership of securities issued by
Public Storage Properties IX, Inc.)               

Exhibit 4 -    Agreement Among Shareholders and Company dated as of December 23,
        1997 among Acquiport Two Corporation, American Office Park
             Properties, Inc., American Office Park Properties, L.P. and PSI
             (incorporated by reference from Exhibit 10.10 to the Form S-4).

Exhibit 5 -    Amendment to Agreement Among Shareholders and Company dated as of
               January 21, 1998 among Acquiport Two Corporation, American Office
              Park Properties, Inc., American Office Park Properties, L.P. and
           PSI (incorporated by reference from Exhibit 10.11 to the Form
S-4).                                             

Exhibit 6 -    Second Amended and Restated Agreement of Limited Partnership of  
               the Operating Partnership (incorporated by reference from Exhibit
          10.8 to the Issuer's Annual Report on Form 10-K for the year
ended December 31, 1997).                         

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   SIGNATURE

       After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is     
true, complete and correct.                                                     

Dated:  March 26, 1998              PS TEXAS HOLDINGS, LTD.                     

                    By: PS GPT Properties, Inc.,
               general partner

                  By: /s/ SARAH HASS
                                 -------------------------
                  Sarah Hass
                      Vice President

               PS GPT PROPERTIES, INC.

           By:  /s/ SARAH HASS
                         -------------------------
          Sarah Hass
              Vice President

            PUBLIC STORAGE, INC.

           By:  /s/ SARAH HASS
                         -------------------------
          Sarah Hass
              Vice President

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Appendix A

                                                                   No. of Shares
                                                                  Beneficially
Name                           Title                               Owned        
----                           -----                               -------------

B. Wayne Hughes                Chairman of the Board and                        
                            Chief Executive Officer               114,355*

Harvey Lenkin                  President                               4,055**  

B. Wayne Hughes, Jr.           Vice President and Director               -0-    

John Reyes                     Senior Vice President and                        
                           Chief Financial Officer                 8,820

Carl B. Phelps                 Senior Vice President                     -0-    

Marvin M. Lotz                 Senior Vice President                      60    

David Goldberg                 Senior Vice President and                        
                           General Counsel                         4,256

A. Timothy Scott               Senior Vice President and                        
                           Tax Counsel                             1,658

Obren B. Gerich                Senior Vice President                      60    

David P. Singelyn              Vice President and Treasurer            1,658    

Sarah Hass                     Vice President and Secretary            1,658    

Robert J. Abernethy            Director                                  -0-    

Dann V. Angeloff               Director                               36,000    

William C. Baker               Director                                  -0-    

Thomas J. Barrack, Jr.         Director                                  -0-    

Uri P. Harkham                 Director                                2,000    

---------------                                                                 

* PSI has the sole power to vote these shares.                                

**   Includes 3,995 Shares which represents vested portion of Shares subject to 
    an option under the 1997 Stock Option and Incentive Plan which was assumed
by the Issuer in the Merger.                                          

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 EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them 
of Amendment No. 5 to Statement on Schedule 13D (including amendments thereto)  
with respect to the common stock of PS Business Parks, Inc. and further agree   
that this agreement be included as an exhibit to such filing. Each party to this
agreement expressly authorizes each other party to file on its behalf any and   
all amendments to such Statement.                                               

In evidence whereof, the undersigned have caused this Agreement to be 
executed on their behalf this 26th day of March, 1998.                          

                               PS TEXAS HOLDINGS, LTD.

                                    By: PS GPT Properties, Inc.,
                               general partner

                                   By:  /s/ SARAH HASS
                                                  --------------------------
                                                  Sarah Hass, Vice President

                               PS GPT PROPERTIES, INC.

                           By:  /s/ SARAH HASS
                                              ------------------------------
                                          Sarah Hass, Vice President

                            PUBLIC STORAGE, INC.

                           By:  /s/ SARAH HASS
                                              ------------------------------
                                          Sarah Hass, Vice President

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		11/16/95		5		9			8-K
		1/12/96		5
		4/16/96		5
		6/17/96		5					SC 14D1, SC 13D/A, 424B5, SC 14D9
		8/18/97		5					8-K
		12/17/97		9					8-K/A
		12/23/97		9
		12/31/97		9					10-K/A, 10-K, 10-K405
		1/21/98		9
		3/17/98		1		7			8-K
Filed On / Filed As Of		3/26/98		10
		11/16/98		8					10-Q
		12/24/1		8
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