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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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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AMENDMENT NO. 3 TO
STATEMENT ON SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PS PARTNERS VIII, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
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Public Storage, Inc.
(Bidder)
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Units of Limited Partnership Interest
(Title of Class of Securities)
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NONE
(CUSIP Number of Class of Securities)
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DAVID GOLDBERG
Public Storage, Inc.
701 Western Avenue, Suite 200,
Glendale, California 91201-2397
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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Introduction
This statement is Amendment No. 3 to the Schedule 14D-1 which was filed by
Public Storage, Inc. ("PSI") with the Securities and Exchange Commission on July
8, 1996, as previously amended by Amendment No. 1 dated July 29, 1996 and
Amendment No. 2 dated August 12, 1996, with respect to the offer by PSI to
purchase up to 15,825 of the limited partnership units ("Units") in PS Partners
VIII, Ltd., a California Limited Partnership (the "Partnership") at a net cash
price per Unit of $320. Capitalized terms used in this Amendment No. 3 and not
otherwise defined shall have the meanings set forth in the Offer to Purchase
dated July 8, 1996 and related Letter of Transmittal.
This statement also constitutes Amendment No. 3 to Statement on Schedule
13D dated January 27, 1995, as previously amended and restated by Amendment No.
1 dated April 1, 1996 and amended by Amendment No. 2 (which was the Schedule
14D-1 filed on July 8, 1996), filed by PSI.
The Offer to Purchase expired on August 19, 1996 at 5:00 p.m., New York
City time. At the expiration of the Offer, 6,537 Units (representing
approximately 12.4% 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 August 19, 1996, PSI accepted for payment the 6,537 Units that had been
validity tendered and not withdrawn pursuant to its Offer. PSI 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 August 19, 1996, PSI
beneficially owned 28,008 Units (approximately 53.1%) of the outstanding Units
of the Partnership.
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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,
complete and correct.
Dated: August 23, 1996 PUBLIC STORAGE, INC.
By: /s/ HARVEY LENKIN
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Harvey Lenkin
President
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