SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PS Business Parks, Inc.
(formerly Public Storage Properties XI, Inc.)
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
69360J107
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(CUSIP Number)
Acquiport Two Corporation
c/o Heitman Capital Management LLC
180 North LaSalle
Suite 3600
Chicago, Illinois 60601
312-855-5700
Attn: David B. Perisho
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 2002
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(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 Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. / /
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1. Name of Reporting Person:
Acquiport Two Corporation, 22-2909230
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2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds: WC
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5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
/ /
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6. Citizenship or Place of Organization: Delaware
Number of ------------------------------------------
Shares 7. Sole Voting Power: 3,010,265
Beneficially ------------------------------------------
Owned By 8. Shared Voting Power: 0
Each ------------------------------------------
Reporting 9. Sole Dispositive Power: 3,010,265
Person ------------------------------------------
With 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
3,010,265
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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): 14.0%
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14. Type of Reporting Person: CO
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Page 2
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1. Name of Reporting Person:
New York State Common Retirement Fund, 14-6103815
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2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds: Not Applicable
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5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
/ /
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6. Citizenship or Place of Organization: New York
Number of ------------------------------------------
Shares 7. Sole Voting Power: 0
Beneficially ------------------------------------------
Owned By 8. Shared Voting Power: 3,010,265 (1)
Each ------------------------------------------
Reporting 9. Sole Dispositive Power: 0
Person ------------------------------------------
With 10. Shared Dispositive Power:
3,010,265 (1)
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
3,010,265
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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): 14.0%
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14. Type of Reporting Person: EP
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(1) Solely in its capacity as the sole stockholder of
Acquiport Two Corporation.
Page 3
This statement constitutes Amendment No. 2 to the
Statement on Schedule 13D (the "Schedule 13D") filed March 27,
1998 and amended on May 27, 1998 by Acquiport Two Corporation, a
Delaware corporation, in connection with the beneficial ownership
of shares of common stock, $.01 par value, of PS Business Parks,
Inc. (formerly Public Storage Properties XI, Inc.). Capitalized
terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Schedule 13D, as amended. This
Amendment No. 2 is being filed because on May 30, 2002, the
Issuer, PS Business Parks, L.P. ("LP") and Acquiport entered into
an Underwriting Agreement with Goldman, Sachs & Co. ("GS&Co.")
pursuant to which, on June 4, 2002, Acquiport sold 3,100,000
Shares to GS&Co. at $34.10 per share. The Common Stock was
offered to the public pursuant to a prospectus supplement dated
May 30, 2002 to a prospectus dated June 2, 1999 (together, the
"Prospectus") and made part of a Registration Statement on Form S-
3 filed by the Issuer. (File No. 333-78627) (the "Registration
Statement").
Item 2. Identity and Background.
Item 2 (b)-(c) is hereby amended by deleting the following
two paragraphs:
Patrick E. Brown is Secretary of Acquiport and is an attorney
with Plunkett & Jaffe, P.C. His principal place of business is
c/o Plunkett & Jaffe, P.C., 111 Washington Avenue, Albany, New
York 12210 and he is a U.S. citizen.
John S. Harris is Assistant Secretary of Acquiport and is an
attorney with Plunkett & Jaffe, P.C. His principal place of
business is c/o Plunkett & Jaffe, P.C., 111 Washington Avenue,
Albany, New York 12210 and he is a U.S. citizen.
and substituting the following two paragraphs for the two
deleted paragraphs:
John S. Harris is Secretary of Acquiport and is an attorney
with Plunkett & Jaffe, P.C. His principal place of business is
c/o Plunkett & Jaffe, P.C., 111 Washington Avenue, Albany, New
York 12210 and he is a U.S. citizen.
Kelly M. Lamendola is Assistant Secretary of Acquiport and is
an attorney with Plunkett & Jaffe, P.C. Her principal place of
business is c/o Plunkett & Jaffe, P.C., 111 Washington Avenue,
Albany, New York 12210 and she is a U.S. citizen.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated as follows:
Acquiport has acquired the Shares for investment purposes.
Consistent with such purposes, the Reporting Persons have had, and
may have in the future, discussions based on publicly available
information with management of the Issuer concerning the Issuer's
recent operating history as well as the Issuer's general business
outlook and prospects.
On May 30, 2002 Acquiport entered into the Underwriting
Agreement ("Underwriting Agreement") with the Issuer, LP and
GS&Co. pursuant to which 3,100,000 Shares were sold by Acquiport
to GS&Co. at a price of $34.10 per share and offered to the public
by GS&Co., as described above. A copy of the Underwriting
Agreement is filed as Exhibit 6 to this Schedule 13D. Except as
contemplated by the Underwriting Agreement, Acquiport does not
currently plan to sell its Shares, or acquire additional Shares,
or take any other action described in Item 4. However, depending
on market conditions and other factors that each may deem material
to its investment decision, each of the Reporting Persons may
purchase additional Shares in the open market or in private
transactions or may dispose of all or a portion of the Shares that
such Reporting Person now owns or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals that relate to or that would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) Acquiport directly owns 3,010,265 Shares which
constitute 14.0% of the 21,549,449 outstanding shares of Common
Stock as reported in the Issuer's Quarterly Report on Form 10-Q
filed May 3, 2002.
Because of its position as the sole stockholder of Acquiport,
the Common Fund may, pursuant to Section 13(d)(3) of the Act, be
deemed to be the beneficial owner of the Shares owned directly by
Acquiport.
To the best of the knowledge of each of the Reporting
Persons, other than as set forth above, none of the persons named
in Item 2 hereof is the beneficial owner of any Shares.
(b) Although the 3,010,265 Shares are owned of record by
Acquiport, the Common Fund, as the sole shareholder of Acquiport,
beneficially owns such 3,010,265 Shares. In its capacity as the
sole stockholder of Acquiport, the Common Fund may be deemed to
share power to vote or to direct the vote and to dispose or to
direct the disposition of the Shares owned directly by Acquiport.
(c) Except as set forth in Item 4 above, to the best of the
knowledge of each of the Reporting Persons, none of the persons
named in response to paragraph (a) of this Item 5 have affected
any transactions in the Shares during the past sixty (60) days.
(d) Each of the Reporting Persons affirms that no person
other than such Reporting Persons and the Common Fund with respect
to Acquiport, has the right to receive or the power to direct the
receipt of distributions with respect to, or the proceeds from the
sale of, the Shares owned by such Reporting Person.
(e) It is inapplicable for the purposes herein to state the date
on which the Reporting Persons ceased to be the owners of more
than five percent (5%) of the outstanding Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is hereby amended and restated as follows:
Acquiport, certain other shareholders of the Issuer, and the
Issuer are parties to an Agreement Among Shareholders and Company,
as amended (see Item 7, Exhibits 2 and 3) pursuant to which after
the merger of American Office Park Properties, Inc. into the
Issuer, the Board of Directors of the Issuer was to consist of
seven members: two nominees of Public Storage, Inc., an affiliate
of the Issuer ("PSI") and five independent directors mutually
acceptable to PSI and Acquiport. Acquiport and PSI agreed to vote
their respective Shares to support such nominees to the Board.
This voting agreement was to expire at the earlier of the
following dates: (i) when Acquiport's interest in the Issuer or
PSI's interest in the Issuer is less than 20% assuming conversion
of all limited partnership interests in PS Business Parks, L.P.
into shares of Common Stock of the Issuer, or (ii) December 23,
2001. This voting agreement expired by its terms on December 23,
2001. Acquiport and PSI voted their shares of Common Stock for
certain nominees for election to the Issuer's board of directors
at the Issuer's May 14, 2002 annual meeting as if the voting
provisions of this agreement were still in effect.
Pursuant to the terms of the Agreement Among Shareholders and
Company, the Issuer agreed to make reasonable efforts to allow
Acquiport to purchase shares in most underwritten offerings of
Common Stock on or prior to December 31, 1998 in order to maintain
its proportionate holdings. The Issuer also agreed that, if the
Issuer proposed to issue shares of Common Stock at less than
$22.88 per share, Acquiport would have the right to purchase a
number of shares on the same proposed terms sufficient for
Acquiport to maintain its percentage interest in the Issuer. This
right was to terminate when the Issuer raised $150 million of
Common Stock in one or more public offerings. These rights
terminated in accordance with their terms on December 31, 1998 and
May 21, 1998, respectively. The foregoing descriptions of the
Agreement Among Shareholders and Company are qualified in their
entirety by reference to the Agreement Among Shareholders and
Company, as amended, which is filed as Exhibits 2 and 3 hereto and
incorporated herein by reference.
Pursuant to the terms of the Agreement Among Shareholders and
Company, the Issuer was obligated to execute a registration rights
agreement pursuant to which the Issuer was obligated on or about
March 17, 1999 to file and maintain a "shelf" registration
statement under the Securities Act for the shares of Common Stock
acquired by Acquiport. Acquiport and the Issuer entered into a
Registration Rights Agreement which was agreed to be effective as
of March 17, 1998 (the "Registration Rights Agreement"). The
Registration Rights Agreement required the Issuer to file the
"shelf" registration statement and also provided for two demand
registrations at the option of Acquiport and customary "piggyback"
registration rights. The Issuer filed the "shelf" registration
statement on May 17, 1999. Acquiport exercised one of its demand
registration rights in connection with the offering made under the
Underwriting Agreement. Under the Registration Rights Agreement,
the Issuer agreed to indemnify Acquiport Two against certain
liabilities under the Securities Act of 1933, as amended. The
foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the Registration Rights
Agreement which is filed as Exhibit 5 hereto and incorporated
herein by reference.
On May 30, 2002 the Issuer, Acquiport and GS&Co. entered into
the Underwriting Agreement to sell 3,100,000 Shares to GS&Co., and
on June 4, 2002, those Shares were sold to GS&Co. at a price of
$34.10 per share. On June 4, 2002, Acquiport received
$105,710,000 in proceeds in the underwritten public offering. In
the Underwriting Agreement, the Issuer and Acquiport agreed with
GS&Co. not to offer, sell, contract to sell or otherwise dispose
of their shares of Common Stock or securities convertible into or
exchangeable for shares of Common Stock during the period from May
30, 2002 through the date 90 days after May 30, 2002, except with
the prior consent of GS&Co. Pursuant to the Underwriting
Agreement, the Issuer, P.S. Business Parks, L.P. and Acquiport
have agreed to indemnify GS&Co. against certain liabilities under
the Securities Act of 1933, as amended. This summary of the
Underwriting Agreement is qualified in its entirety by reference
to the Underwriting Agreement which is filed as Exhibit 6 hereto
and incorporated herein by reference.
Pursuant to the Second Amended and Restated Certificate of
Incorporation of Acquiport Two Corporation ("Certificate"),
neither the officers nor the directors of Acquiport has the power,
without receiving the approval of the Common Fund, as sole
stockholder of Acquiport, to enter into, agree to enter into, or
approve any transaction agreement or contract on behalf of
Acquiport with respect to the Shares, except pursuant to an Annual
Business Plan, as that term is defined in the Certificate. The
foregoing description of the Certificate is qualified in its
entirety by reference to the Certificate which is filed as Exhibit
4 hereto and incorporated herein by reference.
Except as disclosed herein, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or
relationships between 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 agreements,
puts or calls, guarantees of profits, division of profits or loss
or 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.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended to add two additional exhibits as
follows:
Exhibit 5 Registration Rights Agreement dated as of March 17,
1998 by and between PS Business Parks, Inc. and
Acquiport Two Corporation (incorporated by
reference from Exhibit 10.2 to the Issuer's
Quarterly Report on Form 10-Q filed August 14,
1998).
Exhibit 6 Underwriting Agreement dated May 30, 2002 by and
among Goldman, Sachs & Co., PS Business Parks, Inc.
and Acquiport Two Corporation (incorporated by
reference from Exhibit 1.1 to the Issuer's Current
Report on Form 8-K filed May 31, 2002).
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct. This Amendment No. 2 to Statement
on Schedule 13D is filed on behalf of Acquiport Two Corporation
and the New York State Common Retirement Fund.
Dated: June 4, 2002
Acquiport Two Corporation
By: /s/ David B. Perisho
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David B. Perisho
Vice President
Comptroller of the State of New York
as Trustee of the Common Retirement Fund
By: /s/ Bruce E. Feig
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Bruce E. Feig
First Deputy Comptroller