SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 30, 2002
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PS Business Parks, Inc.
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(Exact Name of Registrant as Specified in Charter)
California 1-10709 95-4300881
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State or Other (Commission File IRS Employer Identification
Jurisdiction of Number) No.)
Incorporation)
701 Western Avenue, Glendale, California 91201-2397
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 244-8080
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
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On May 30, 2002, PS Business Parks, Inc., a California corporation (the
"Company"), entered into an Underwriting Agreement (the "Underwriting
Agreement") among the Company, PS Business Parks, L.P., a California limited
partnership, Acquiport Two Corporation, a Delaware corporation (the "Selling
Stockholder"), and Goldman, Sachs & Co., relating to a public offering by the
Selling Stockholder of 3,100,000 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share.
The offering is being made under a Registration Statement on Form S-3
(No. 333-78627) (the "Registration Statement"), which was declared effective by
the Securities and Exchange Commission on June 2, 1999.
On May 31, 2002, the Company filed with the Securities and Exchange
Commission a supplement to the prospectus in the Registration Statement, dated
May 30, 2002, relating to the issuance and sale of the Shares (the "Prospectus
Supplement").
This Current Report on Form 8-K is being filed for the purpose of
filing as exhibits the Underwriting Agreement and an opinion of counsel in
connection with the filing of the Prospectus Supplement and the public offering
of the Shares.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit 1.1 - Underwriting Agreement, dated May 30,
2002, among PS Business Parks, Inc., PS
Business Parks, L.P., Acquiport Two
Corporation and Goldman, Sachs & Co.
Exhibit 5.1 - Opinion of David Goldberg as to the
validity of the Shares.
Exhibit 23.1 - Consent of David Goldberg (contained in
Exhibit 5.1).
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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.
PS BUSINESS PARKS, INC.
By: /s/ Jack Corrigan
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Jack Corrigan
Vice President and Chief Financial
Officer
Date: May 30, 2002
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INDEX TO EXHIBITS
Exhibit 1.1 - Underwriting Agreement, dated May 30, 2002, among PS Business
Parks, Inc., PS Business Parks, L.P., Acquiport Two
Corporation and Goldman, Sachs & Co.
Exhibit 5.1 - Opinion of David Goldberg as to the validity of the Shares.
Exhibit 23.1 - Consent of David Goldberg (contained in Exhibit 5.1).
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