SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 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 VIII, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
_________________
Public Storage, Inc.
(Bidder)
_________________
Units of Limited Partnership Interest
(Title of Class of Securities)
_________________
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)
_________________
Introduction
This statement is an amendment to the Schedule 14D-1 which was
filed by Public Storage, Inc. ("PSI") with the Securities and Exchange
Commission on July 8, 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.
Item 10. Additional Information.
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(a)-(e) Not applicable.
(f) The third paragraph under the heading "Position of the
General Partners With Respect to the Offer" in the Offer to Purchase,
previously filed as Exhibit (a)(1) is replaced by the following:
In 1992, the Company offered Unitholders of the Partnership
(and two other affiliated Partnerships) the right to exchange their
Units for shares of the Company's Common Stock. In connection with the
exchange offer, the General Partners indicated to Unitholders that they
would continue to evaluate the advisability of the sale or financing of
the Partnership's properties and that at some point prior to the
expiration of the period originally estimated for the sale or financing
of the properties (at the end of 1996 in the case of the Partnership),
the General Partners intended to conduct an analysis to determine the
feasibility of a sale or financing of the properties, to make a
recommendation to Unitholders and to retain independent appraisers to
conduct a study of the current value of the properties. In that regard,
the Partnership engaged Lawrence R. Nicholson, MAI, a principal with the
firm of Nicholson-Douglas Realty Consultants, Inc. ("NDRC") to perform a
limited investigation and appraisal of the Partnership's property
portfolio. In a letter appraisal report dated March 13, 1996, NDRC
indicated that, based on the assumptions contained in the report, the
aggregate market value of the Partnership's properties, as of January
31, 1996, was $18,100,000 ($14,800,000 for the five mini-warehouses and
$3,300,000 for the one business park). NDRC's report is limited in that
NDRC did not inspect the properties and relied primarily upon the income
capitalization approach in arriving at its opinion. The analytical
process that was undertaken in the appraisal included a review of the
properties unit mix, rental rates and historical financial
statements. Following these reviews, a stabilized level of net
operating income was projected for the properties of $1,545,000 for the
five mini-warehouses and $331,000 for the one business park. Value
estimates were then made using both a direct capitalization analysis
($15,400,000 for the mini-warehouses and $3,300,000 for the business
park) and a discounted cash flow analysis ($14,800,000 for the mini-
warehouses and $3,300,000 for the business park). In applying the
discounted cash flow analysis to the mini-warehouses and the business
park, projections of cash flow from each property were developed for a
10-year period ending in the year 2006. Growth rates for income and
expenses were assumed to be 3.5% per year. NDRC then used a terminal
capitalization rate of 10.5% (10% for the one business park) to
capitalize each property's 11th year net operating income into a
residual value at the end of the holding period. The 10 yearly cash
flows were then discounted to present worth using a discount rate of
13.25% (12% for the one business park). In the direct capitalization
analysis, NDRC applied a 10% capitalization rate to the mini-warehouses'
and business park's stabilized net operating income. In the case of the
mini-warehouses, these value estimates were then compared to an
estimated value ($14,400,000) using a regression analysis applied to a
sample of approximately 300 sales of mini-warehouses to evaluate the
reasonableness of the estimate of the value of the Partnership's mini-
warehouses.
NDRC has prepared other appraisals for the General Partners
and their affiliates and is expected to continue to prepare appraisals
for the General Partners and their affiliates. No environmental
investigations were conducted by NDRC with respect to the limited
investigation of the Partnership's properties. Accordingly, NDRC's
appraisal did not take into account any environmental cleanup or other
costs that might be incurred in connection with a disposition of the
properties. Although there can be no assurance, based on recently
completed environmental investigations, the Partnership is not aware of
any environmental contamination of its facilities material to its
overall business or environmental condition. In addition to assuming
compliance with applicable environmental laws, the appraisal also
assumed, among other things, compliance with applicable zoning and use
regulations and the existence of required licenses.
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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, correct and complete.
Dated: July 29, 1996 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
and General Counsel
