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) May 30, 2002 ------------ PS Business Parks, Inc. ----------------------- (Exact Name of Registrant as Specified in Charter) California 1-10709 95-4300881 ---------- ------- ---------- State or Other (Commission File IRS Employer Identification Jurisdiction of Number) No.) Incorporation) 701 Western Avenue, Glendale, California 91201-2397 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (818) 244-8080 -------------- Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events ------------ 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 --------------------------------- (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). -2- 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 ------------------------------------- Jack Corrigan Vice President and Chief Financial Officer Date: May 30, 2002 -3- 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). -4-