UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
AMERICAN INDUSTRIAL PROPERTIES REIT INC.
---------------------------------------------------------
(Name of Issuer)
Shares of Beneficial Interest, $0.10 par value
--------------------------------------------------
(Title of Class of Securities)
02679110
------------------------------------
(CUSIP Number)
David Goldberg, 600 No. Brand Blvd., Ste. 300, Glendale, California
91203-1241, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
-----------------------
CUSIP NO. 02679110 SCHEDULE 13D
-----------------------
---------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PUBLIC STORAGE, INC.
[95-3551121]
---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
---------------------------------------------------------------------
SEC USE ONLY
3
---------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
---------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
---------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
---------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 540,800
SHARES ----------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
N/A
OWNED BY
----------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 540,800
PERSON ----------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
N/A
---------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
540,800
---------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
12
--------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.0%
---------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
-----------------------------------------------------------------
The Statement on Schedule 13D dated November 14, 1995, as
amended by Amendment No. 1 dated November 24, 1995 and Amendment
No. 2 dated January 17, 1996 (the "Schedule 13D") filed by Public
Storage, Inc. ("PSI"), relating to the Shares of Beneficial Interest,
$0.10 par value (the "Shares") of American Industrial Properties REIT
Inc., a Texas real estate investment trust (the "Issuer"), is amended
by this Amendment No. 3 as set forth below. Defined terms that are
not defined herein have the meanings assigned to those terms in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of January 23, 1996, PSI owned 542,200 Shares, which
constitute approximately 6.0% of the total number of Shares
outstanding of 9,075,000. As of January 24, 1996, PSI owned 540,800
Shares, which constitute approximately 6.0% of the total number of
Shares outstanding.
PSI has the sole power to vote and the sole power to dispose of
the 540,800 Shares owned by it.
During the period commencing January 18, 1996 (i.e., after the
date of Amendment No. 2 to the Schedule 13D) and ending January 23,
1996 and since that date but prior to the filing of this Amendment
No. 3 to the Schedule 13D, PSI sold the number of Shares in the
transactions, on the transaction dates and at the prices per Share
(not including commissions) set forth below opposite its name.
No. of Type Price
Transaction Shares of per
Reporting Person Date Sold Transaction Share
---------------- ----------- ------ ----------- -----
PSI 1/18/96 39,800 open market $2.00
1/18/96 10,200 open market $2.125
1/19/96 5,000 open market $1.875
1/19/96 9,000 open market $2.00
1/22/96 10,000 open market $1.875
1/22/96 600 open market $2.00
1/23/96 30,000 open market $1.875
1/23/96 3,000 open market $2.00
1/24/96 1,400 open market $2.00
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 26, 1996 PUBLIC STORAGE, INC.
By: /S/ RONALD L. HAVNER, JR.
------------------------
Ronald L. Havner, Jr.
Senior Vice President
