UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
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)
November 1, 2002
(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)
16.59% (see footnote 1 below)
14 Type of Reporting Person*
IN
(1) Includes shares held indirectly including shares held in Issuer's 401(k)
Plan as of December 31, 2001. Does not include a total of 915,314 shares
owned by Public Storage Properties IV, Ltd. and Public Storage Properties
V, Ltd. Issuer and Mr. Hughes are general partners of these limited
partnerships. Issuer has voting and investment power with respect to the
shares owned by these limited partnerships. Percentage of class based on
number of shares outstanding at September 30, 2002 assuming conversion of
Class B Common Stock on January 1, 2003.
2
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
4,382,665 (see footnote 1 below)
8 Shared Voting Power
11,348 (see footnote 2 below)
9 Sole Dispositive Power
4,382,665 (see footnote 1 below)
10 Shared Dispositive Power
11,348 (see footnote 2 below)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,394,013 (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)
3.53%
14 Type of Reporting Person*
IN
(1) Includes share held indirectly including shares held on Issuer's 401(k)
Plan as of December 31, 2001. Includes 3,204,758 shares of Class B Common
Stock of Issuer which are convertible into shares on a share-for-share
basis on January 1, 2003. Percentage of class based on number of shares
outstanding at September 30, 2002 assuming conversion of Class B Common
Stock on January 1, 2003.
(2) Includes 11,348 shares held of record jointly by Mr. Hughes, Jr. and Tamara
Hughes Gustavson.
3
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
21,229,502 (see footnote 1 below)
8 Shared Voting Power
11,348 (see footnote 2 below)
9 Sole Dispositive Power
21,229,502 (see footnote 1 below)
10 Shared Dispositive Power
11,348 (see footnote 2 below)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
21,240,850 (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)
17.07%
14 Type of Reporting Person*
IN
(1) Includes shares held indirectly including shares held in Issuer's 401(k)
Plan as of December 31, 3001. Includes 3,795,242 shares of Class B Common
Stock of Issuer which are convertible into shares on a share-for-share
basis on January 1, 2003. Percentage of class based on number of shares
outstanding at September 30, 2002 assuming conversion of the Class B Common
Stock on January 1, 2003.
(2) Includes 11,348 shares held of record jointly by Mr. Hughes, Jr. and Ms.
Hughes.
4
This Amendment No. 24 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, Amendment No. 22 dated July 7, 1997 and Amendment No. 23 dated December
31, 2001.
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. 24 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.
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 PS Orangeco, Inc. in
exchange for non-voting preferred stock of PS Orangeco, Inc. (representing
approximately 95% of the equity) and the voting common stock of PS Orangeco,
Inc. (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 and is also the president of a firm that manufactures and distributes
sweets. 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.
5
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 November 1, 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
6
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 PS Orangeco, Inc. in exchange for one-third of PS
Orangeco, Inc.'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
7
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
8
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 November 1, 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 November 1, 2002, Mr. Hughes, Jr. owned (or was deemed to own) a total of
4,382,665 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 PS
Orangeco, Inc. in exchange for one-third of PS Orangeco, Inc.'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
9
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 and (xvii) Mr. Hughes, Jr. was deemed to acquire 3,204,758
Shares 60 days prior to the scheduled conversion of 3,204,758 shares of Class B
Common Stock into 3,204,758 Shares on January 1, 2003.
As of November 1, 2002, Ms. Hughes owned (or was deemed to own) a total of
21,229,502 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
PS Orangeco, Inc. in exchange for one-third of PS Orangeco, Inc.'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, (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, and (xiv) Ms. Hughes was deemed to acquire 3,795,242 Shares 60 days
prior to the scheduled conversion of 3,795,242 shares of Class B Common Stock
onto 3,795,242 Shares on January 1, 2003.
10
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 November 1, 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 37.18% in the aggregate of the approximate total number
of Shares outstanding on November 1, 2002 (including Shares issuable upon
conversion of the Class B Common Stock on January 1, 2003).
Approximate % of
Reporting Person No. of Shares Shares Outstanding
-------------------------- ------------------ ------------------
B. Wayne Hughes 20,646,824 (F) 16.59%
B. Wayne Hughes, Jr. and
Tamara Hughes Gustavson 11,348 (F2) 0.00%
B. Wayne Hughes, Jr. 4,382,665 (F3) 3.52%
Tamara Hughes Gustavson 21,229,502 (F4) 17.07%
---------- -----
Total 46,270,339 37.18%
(F1) 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 as of December 31, 2001. Does not include a total
of 915, 314 Shares owned by Public Storage Properties IV, Ltd. and
Public Storage Properties V, Ltd. Issuer and Mr. Hughes are general
partners of each of these limited partnerships. Issuer has voting and
investment power with respect to the Shares owned by these limited
partnerships.
(F2) Shares held of record jointly by Mr. Hughes, Jr. and Ms. Hughes as to
which they have joint voting and dispositive power.
(F3) 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
11
custodians for their children as to which they have voting and
dispositive power and Shares held in Issuer's 401(k) Plan as of
December 31, 2001. Excludes 11,348 Shares held of record jointly by Mr.
Hughes, Jr. and Ms. Hughes. Includes 3,204,758 Shares issuable upon the
scheduled conversion of Class B Common Stock on January 1, 2003.
(F4) 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 as of
December 31, 2001. Excludes 11,348 Shares held of record jointly by Ms.
Hughes and Mr. Hughes, Jr. Includes 3,795,242 Shares issuable upon the
scheduled conversion of Class B Common Stock on January 1, 2003.
During the 60-day period ending November 1, 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.
Transaction No. of Shares Type of Price Per
Reporting Person Date Bought Transaction Share
----------------------- ----------- ------------- ----------- ---------
B. Wayne Hughes N/A 0 N/A N/A
B. Wayne Hughes, Jr. 11/01/02 3,204,758 (F1) (F1)
Tamara Hughes Gustavson 11/01/02 3,795,242 (F2) (F2)
(F1) Mr. Hughes, Jr. was deemed to acquire Shares 60 days prior to the
scheduled conversion of shares of Class B Common Stock on January 1,
2003.
(F2) Ms. Hughes was deemed to acquire Shares 60 days prior to the scheduled
conversion of shares of Class B Common Stock on January 1, 2003.
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 November 1, 2002, or has engaged in any transaction in any
Shares during the 60-day period ending November 1, 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.
12
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.
13
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. 24 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. 24 to Statement on Schedule
13D is true, complete and correct.
Dated: November 1, 2002
/s/ B. WAYNE HUGHES
-------------------
B. Wayne Hughes
/s/ B. WAYNE HUGHES, JR.
------------------------
B. Wayne Hughes, Jr.
/s/ TAMARA HUGHES GUSTAVSON
---------------------------
Tamara Hughes Gustavson
14