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 TO
(AMENDMENT NO. 30)
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PUBLIC STORAGE
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $.10 PAR VALUE
(Title of Class of Securities)
74460D-10-9
(CUSIP Number)
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DAVID GOLDBERG
701 WESTERN AVENUE
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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SEPTEMBER 2, 2009
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
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Number of 7. SOLE VOTING POWER
Shares 3,515,722(1)
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Beneficially 8. SHARED VOTING POWER
Owned By 0
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Each 9. SOLE DISPOSITIVE POWER
Reporting 3,515,722(1)
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Person With 10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,515,722(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)
2.1%
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14. TYPE OF REPORTING PERSON REPORTING
IN
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(1) Includes shares held indirectly. Percentage of class based on number of
shares outstanding at August 5, 2009.
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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 State of America
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Number of 7. SOLE VOTING POWER
Shares 5,936,419(1)
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Beneficially 8. SHARED VOTING POWER
Owned By 11,348(2)
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Each 9. SOLE DISPOSITIVE POWER
Reporting 5,936,419(1)
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Person With 10. SHARED DISPOSITIVE POWER
11,348(2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,947,767 (1,2)
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12. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CERTAIN
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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14. TYPE OF REPORTING PERSON REPORTING
IN
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(1) Includes shares held indirectly and shares beneficially owned by spouse and
children. Percentage of class based on number of shares outstanding at
August 5, 2009.
(2) Includes 11,348 shares held of record jointly by Mr. Hughes, Jr. and Tamara
Hughes Gustavson.
2
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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
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Number of 7. SOLE VOTING POWER
Shares 21,240,121(1)
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Beneficially 8. SHARED VOTING POWER
Owned By 11,348(2)
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Each 9. SOLE DISPOSITIVE POWER
Reporting 21,240,121(1)
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Person With 10. SHARED DISPOSITIVE POWER
11,348(2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,240,121 (1,2)
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12. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CERTAIN
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
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14. TYPE OF REPORTING PERSON REPORTING
IN
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(1) Includes shares held indirectly and shares beneficially owned by spouse and
children. Percentage of class based on number of shares outstanding at
August 5, 2009.
(2) Excludes 11,348 shares held of record jointly by Mr. Hughes, Jr. and Ms.
Gustavson.
3
This Amendment to Amendment No. 30, which corrects the original
Amendment No. 30 (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, of Public Storage, Inc., the predecessor of
Public Storage (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:
Between August 24 and September 14, 2009, entities affiliated with B.
Wayne Hughes sold a total of 3,100,000 shares of beneficial interest (the
"Shares") in the open market. Mr. Hughes disclaims beneficial ownership of such
Shares.
The Hughes Family intend to review their investments in the Issuer on a
continuing basis and may, at any time, consistent with the Hughes Family's
obligations under the Issuer's declaration of trust (as impacted by the waiver
granted by the board of directors of the Issuer's predecessor to acquire
additional Shares) and 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. 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 developments concerning the Hughes Family, the
Issuer's business and prospects, other developments concerning the Issuer, other
business opportunities available to the Issuer and general economic and stock
market conditions, including, but not limited to, the market price of the
Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of September 17, 2009, 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 18.1% in the aggregate of the approximate
total number of Shares outstanding on August 5, 2009.
Approximate % of
Reporting Person No. of Shares Shares Outstanding
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B. Wayne Hughes 3,515,722 (1) 2.1%
B. Wayne Hughes, Jr. and Tamara Hughes Gustavson 11,348 (2) 0.0%
B. Wayne Hughes, Jr. 5,936,419 (3) 3.5%
Tamara Hughes Gustavson 21,240,121 (4) 12.5%
(1) Includes Shares held indirectly.
(2) Shares held of record jointly by Mr. Hughes, Jr. and Ms. Gustavson as
to which they have joint voting and dispositive power.
(3) Includes Shares owned indirectly by Mr. Hughes, Jr. and shares
beneficially owned by Mr. Hughes, Jr.'s spouse and children. Excludes
Shares held of record jointly by Mr. Hughes, Jr. and Ms. Gustavson as
to which they have joint voting and dispositive power.
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(4) Includes Shares owned indirectly by Ms. Gustavson and shares owned
beneficially by Ms. Gustavson's spouse and children. Excludes Shares
held of record jointly by Mr. Hughes, Jr. and Ms. Gustavson as to which
they have joint voting and dispositive power.
During the 60-day period ending September 14, 2009 and subsequent to
the date through September 17, 2009, 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.
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Reporting Person Transaction Date No. of Shares Sold Price Per Share Type of Transaction
---------------- ---------------- ------------------ --------------- -------------------
B. Wayne Hughes (1) 8/26/09 50,000 $70.791 Open Market (NYSE)
B. Wayne Hughes (2) 8/24/09 200,000 $70.8666 Open Market (NYSE)
B. Wayne Hughes (2) 8/25/09 300,000 $70.7011 Open Market (NYSE)
B. Wayne Hughes (3) 8/25/09 72,900 $71.00 Open Market (NYSE)
B. Wayne Hughes (3) 8/26/09 377,100 $70.5807 Open Market (NYSE)
B. Wayne Hughes (1) 8/27/09 150,000 $70.4253 Open Market (NYSE)
B. Wayne Hughes (2) 8/27/09 150,000 $71.6359 Open Market (NYSE)
B. Wayne Hughes (2) 8/28/09 317,800 $71.359 Open Market (NYSE)
B. Wayne Hughes (2) 8/31/09 182,200 $70.6889 Open Market (NYSE)
B. Wayne Hughes (2) 9/2/09 40,100 $68.252 Open Market (NYSE)
B. Wayne Hughes (2) 9/3/09 59,900 $68.2088 Open Market (NYSE)
B. Wayne Hughes (2) 9/8/09 100,000 $70.00 Open Market (NYSE)
B. Wayne Hughes (3) 9/8/09 250,000 $70.147 Open Market (NYSE)
B. Wayne Hughes (3) 9/9/09 150,000 $70.6025 Open Market (NYSE)
B. Wayne Hughes (3) 9/10/09 103,800 $71.1296 Open Market (NYSE)
B. Wayne Hughes (1) 9/11/09 418,400 $70.0693 Open Market (NYSE)
B. Wayne Hughes (1) 9/14/09 31,600 $70.00 Open Market (NYSE)
B. Wayne Hughes (2) 9/11/09 146,200 $71.4093 Open Market (NYSE)
(1) Represents sales by Japanese Village, LLC. Mr. Hughes disclaims beneficial
ownership of these Shares.
(2) Represents sales by Quarterhorse Equities, LLC. Mr. Hughes disclaims
beneficial ownership of these Shares.
(3) Represents sales by 5420 Sunset Boulevard LP, LLC. Mr. Hughes disclaims
beneficial ownership of these Shares.
6
To the best of the Reporting Persons' knowledge, except as disclosed
herein, none of the Reporting Persons has any beneficial ownership of any Shares
as of September 17, 2009, engaged in any transaction in any Shares during the
60-day period ending September 14, 2009 and subsequent to that date through
September 17, 2009.
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 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 8: Power of Attorney, dated as of March 9, 2006 (incorporated by
reference to Exhibit 8 to Amendment No. 25 on Schedule 13D/A filed
on 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.
*
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B. Wayne Hughes
*
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B. Wayne Hughes, Jr.
*
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Tamara Hughes Gustavson
September 25, 2009
* David Goldberg as attorney-in-fact
/s/ David Goldberg
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David Goldberg
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