PUBLIC STORAGE INC /CA
SC 13D/A, 1996-02-12
REAL ESTATE INVESTMENT TRUSTS
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                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13D

              Under the Securities Exchange Act of 1934
                          (Amendment No. 4 )*

                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)

                          February 9, 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            500,800

         SHARES       ----------------------------------------------------
                             SHARED VOTING POWER
      BENEFICIALLY      8
                             N/A
        OWNED BY
                      ----------------------------------------------------
          EACH               SOLE DISPOSITIVE POWER
                        9
       REPORTING             500,800
    
         PERSON       ----------------------------------------------------
                             SHARED DISPOSITIVE POWER
          WITH         10
                             N/A

     ---------------------------------------------------------------------
         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   11
         500,800

     ---------------------------------------------------------------------
         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                       [_]
   12
    
      --------------------------------------------------------------------
         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   13    
         5.5%

     ---------------------------------------------------------------------
         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, Amendment
   No. 2 dated January 17, 1996 and Amendment No. 3 dated
   January 23, 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. 4 as set forth below.  Defined terms that are
   not defined herein have the meanings assigned to those terms in the
   Schedule 13D.

   Item 4.   Purpose of Transaction

         Representatives of PSI have continued to have discussions
   with an owner of the Company's notes (the "Lender") concerning a
   possible purchase by PSI of the Company's notes (the "Notes").
   Based on communications received from the Lender, the Company
   believes that there is a realistic possibility that the Company
   may acquire the Notes in the near future, and the parties are
   attempting to agree on the terms of a definitive agreement for
   such purchase.

   Item 5.   Interest in Securities of the Issuer

         As of February 9, 1996, PSI owned 500,800 Shares, which
   constitute approximately 5.5% of the total number of Shares
   outstanding of 9,075,000.

         PSI has the sole power to vote and the sole power to dispose
   of the 500,800 Shares owned by it.

         During the period commencing January 25, 1996 (i.e., after the
   transactions reported in Amendment No. 3 to the Schedule 13D) and
   ending February 9, 1996, PSI sold the number of Shares in the
   transaction, on the transaction date and at the price 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                      2/7/96         40,000      open market     $1.75


                                    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:  February 9, 1996              PUBLIC STORAGE, INC.


                                         By: /S/ RONALD L. HAVNER, JR.
                                             ------------------------
                                             Ronald L. Havner, Jr.
                                             Senior Vice President


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