SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 14D-1
Amendment to Tender Offer Statement Pursuant To Section 14(d)(1) of
the Securities Exchange Act of 1934
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PS PARTNERS, LTD.
(Name of Subject Company)
_________________
Storage Equities, Inc.
(Bidder)
_________________
Units of Limited Partnership Interest
(Title of Class of Securities)
_________________
NONE
(CUSIP Number of Class of Securities)
_________________
DAVID GOLDBERG
Storage Equities, Inc.
600 North Brand Boulevard, Suite 300
Glendale, California 91203-1241
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
_________________
Introduction
This statement is an amendment to the Schedule 14D-1 which was
filed by Storage Equities, Inc. ("SEI") with the Securities and Exchange
Commission on January 13, 1995 with respect to the offer by SEI to
purchase up to 29,700 of the limited partnership units ("Units") in PS
Partners, Ltd. , a California limited partnership (the "Partnership") at a
net cash price per Unit of $400. Capitalized terms used in this Amendment
No. 2 and not otherwise defined shall have the meanings set forth in the
Offer to Purchase dated January 13, 1995 and related Letter of
Transmittal.
The Offer to Purchase expired on February 28, 1995 at 5:00 p.m.,
New York City time. At the expiration of the Offer, 15,767 Units
(representing approximately 23.9% of the outstanding Units) had been
tendered pursuant to the Offer.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and (b) are hereby amended as follows:
On February 28, 1995, SEI accepted for payment the 15,767 Units that
had been validly tendered and not withdrawn pursuant to its Offer. SEI
has instructed the Depository to pay for such Units in accordance with the
procedures set forth in its Offer to Purchase.
As a result of this purchase of Units, as of February 28, 1995, SEI
beneficially owned 40,297 Units (approximately 61.1%) of the outstanding
Units of the Partnership.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
Dated: February 28, 1995 STORAGE EQUITIES, INC.
By: /S/ HARVEY LENKIN
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Harvey Lenkin
President
