UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 3, 2009
PUBLIC STORAGE
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-33519 95-3551121
(Commission File Number) (I.R.S. Employer Identification No.)
701 Western Avenue, Glendale, California 91201-2349
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 244-8080
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On February 3, 2009, Public Storage ("Public Storage" or the "Company")
announced that it commenced a fixed price cash tender offer (the "Tender Offer")
for any and all of its 7.75% Notes due 2011 ("2011 Notes") and 5.875% Notes due
2013 ("2013 Notes", and together with the 2011 Notes, the "Notes") of Shurgard
Storage Centers, LLC, a Delaware limited liability company and subsidiary of the
Company ("Shurgard LLC"). In 2006, Public Storage acquired Shurgard Storage
Centers, Inc. ("Shurgard Inc.") through a merger of Shurgard Inc. with and into
Shurgard LLC. Shurgard LLC survived the merger and assumed all obligations under
the Notes that were originally issued by its predecessor, Shurgard Inc. The
consideration payable per $1,000 principal amount of each series of the Notes is
set forth below under the column entitled "Consideration Per $1,000 Principal
Amount." In addition, the Company will pay all accrued and unpaid interest on
any Notes purchased pursuant to the Tender Offer up to, but not including the
settlement date, which is expected to be on or about February 12, 2009.
Principal Consideration per
Amount $1,000 Principal
CUSIP Number Outstanding Security Description Amount
------------ ------------ --------------------- ------------------
82567DAE4 $200,000,000 7.75% Notes due 2011 $1,000
82567DAF1 $200,000,000 5.875% Notes due 2013 $ 925
Additional terms and conditions of the Tender Offer are set forth in the Offer
to Purchase dated February 3, 2009 (the "Offer to Purchase"), and the related
Letters of Transmittal. The Tender Offer will expire at 5:00 p.m., New York City
time, on Tuesday, February 10, 2009 unless extended or earlier terminated (the
"Expiration Time"). Under certain circumstances, and as more fully described in
the Offer to Purchase, the Company may terminate the Tender Offer before the
Expiration Time. Any tendered Notes may be withdrawn prior to, but not after,
the Expiration Time, and withdrawn Notes may be re-tendered by a holder at any
time prior to the Expiration Time. The Company expects to use available cash to
pay the purchase price and accrued and unpaid interest for all Notes that it
purchases pursuant to the Tender Offer. The Notes purchased pursuant to the
Tender Offer are expected to be cancelled.
A copy of the press release announcing the Tender Offer is filed herewith as
Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
----------- -------------------------------------------------------------------
99.1 Press Release dated February 3, 2009 regarding the Tender Offer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PUBLIC STORAGE
February 3, 2009
By: /s/ John Reyes
---------------
Name: John Reyes
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- ----------------------------------------------------------------
99.1 Press Release dated February 3, 2009 regarding the Tender Offer.
4