exv4w2



 






Exhibit 4.2









9.500% Cumulative Preferred Stock, Series D











	Number

	 	 	 	Shares
	

	 	PS BUSINESS PARKS, INC.	 	 
	

	 	Incorporated Under the Laws of the State of California	 	 
	

	 	 	 	CUSIP 69360J 40 4








This certifies that __________________________________________ is the record holder of
_______________________________ Shares of the 9.500% Cumulative Preferred Stock, Series D of




PS BUSINESS PARKS, INC.



transferable only on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.




     Any Shareholder may obtain from the office of the Corporation a statement of the rights,
preferences, privileges and restrictions granted to or imposed upon the respective classes of
shares and upon the holders thereof. By acceptance of this Certificate the holder hereof assents
and agrees to be bound by all of the provisions of the Articles of Incorporation and Bylaws of the
Corporation and all amendments thereto.



     See reverse for further information and for description of provisions of the Articles of
Incorporation governing the shares represented by this Certificate relating to redemption and
restrictions on ownership and transfer.



     Witness the “facsimile” Corporate Seal of this Corporation and the facsimile signatures of its
duly authorized officers.



Dated:




	 	 	 	 	 	 	 
	 	 	 	 	 
	Jack E. Corrigan, Secretary	 	 	 	David Goldberg, Vice President
	 
	 	 	 	 	 	 
	 	 	 	 	COUNTERSIGNED AND REGISTERED:
	 	 	 	 	AMERICAN STOCK TRANSFER & TRUST
	 	 	 	 	COMPANY (NEW YORK,N.Y.)
	 	 	 	 	TRANSFER AGENT AND REGISTRAR
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Authorized Officer






 









 






FOR VALUE RECEIVED ___________________HEREBY SELL, ASSIGN AND TRANSFER UNTO
_______________________________________ SHARES REPRESENTED BY THE WITHIN
CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT _________________________________
ATTORNEY TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.




DATED_____________________, 20 ___




	 	 	 	 	 	 	 	 	 
	IN PRESENCE OF

	 	 	 	 	)	 	 	 
	 	 	 	)	 	 	   
	 	 	 	)	 	 	   






NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH

THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY

PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR NAY CHANGE

WHATEVER.




Signature(s) Guarantee




By ____________________________________



The signature(s) should be guaranteed by an eligible guarantor institution (banks,

stockbrokers, savings and loan associations and credit unions with membership

in an approved signature guarantee medallion program), pursuant to S.E.C. Rule

17Ad-15.



The Corporation is authorized to issue Common Stock, one or more series of Preferred Stock,
one or more series of Equity Stock and Depositary Shares. The Corporation will furnish without
charge to each shareholder, who so requests in writing, a statement of the rights, preferences,
privileges and restrictions granted to or imposed upon the respective classes of shares and upon
the holders thereof and a copy of the Corporation’s Bylaws. Any such request shall be made to the
Corporation at the principal office of the Corporation at 701 Western Avenue, Glendale, California
91201-2349, Attention: Secretary.



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE ARTICLES, INCLUDING
BUT NOT LIMITED TO (1) SECTION (C) OF THE CERTIFICATE OF DETERMINATION RELATING TO THE SHARES
REPRESENTED BY THIS CERTIFICATE, WHICH CONFERS UPON THE BOARD THE RIGHT, ON OR AFTER MAY 10, 2006,
TO CALL FOR REDEMPTION THE SHARES REPRESENTED BY THIS CERTIFICATE, AND (2) THE PROVISIONS OF THE
ARTICLES WHICH SET FORTH OWNERSHIP LIMITATION PROVISIONS DESIGNED TO MAINTAIN THE CORPORATION’S
QUALIFICATION AS A “REAL ESTATE INVESTMENT TRUST” UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.




 









 







The shares of Stock represented by this certificate are subject to restrictions on ownership and
transfer for the purpose of assisting this corporation to maintain its status as a Real Estate
Investment Trust under the Internal Revenue Code of 1986, as amended. Except as set forth in
Article IV of this corporation’s Articles of Incorporation, no person may Beneficially Own (i) more
than 7.0% of the outstanding shares of Common Stock of this corporation, or (ii) more than 9.9% of
the outstanding shares of any series of Preferred Stock or Equity Stock of this corporation, with
certain further restrictions and exceptions as are set forth in this corporation’s Articles of
Incorporation. Any Person who attempts to own or Beneficially Own Stock in excess of the above
limitations must notify this corporation in writing at least 15 days prior to such attempt. If any
of the restrictions on transfer or ownership set forth in Article IV of the Articles of
Incorporation are violated, the Stock represented hereby will be automatically transferred to the
Charitable Trustee of a Charitable Trust for the benefit of a Charitable Beneficiary pursuant to
the terms of Article IV of the Articles of Incorporation. In addition, attempted transfers of
Stock in violation of the limitations described above (as modified or expanded upon in Article IV
of the Articles of Incorporation), may be void ab initio. All capitalized terms in this legend
have the meanings defined in this corporation’s Articles of Incorporation, as the same may be
amended from time to time. This corporation will furnish to the holder hereof, upon request and
without charge, a complete written statement of the terms and conditions of Article IV of the
Articles of Incorporation. Requests for such documents may be directed to the corporate secretary.