UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
AMERICAN INDUSTRIAL PROPERTIES REIT INC.
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(Name of Issuer)
Shares of Beneficial Interest, $0.10 par value
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(Title of Class of Securities)
02679110
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(CUSIP Number)
David Goldberg, 600 No. Brand Blvd., Ste. 300, Glendale, California
91203-1241, 818/244-8080, ext. 529
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 15, 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).
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CUSIP NO. 02679110 SCHEDULE 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PUBLIC STORAGE, INC.
[95-3551121]
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
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SOLE VOTING POWER
7
NUMBER OF 500,800
SHARES ----------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
N/A
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 500,800
PERSON ----------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
N/A
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
500,800
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.5%
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TYPE OF REPORTING PERSON*
14
CO
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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, Amendment No. 3 dated January 23,
1996 and Amendment No. 4 dated February 9, 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. 5 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
Item 4 of Amendment No. 4 to the Schedule 13D is amended to
read as follows:
Representatives of PSI have continued to have discussions
with an owner of the Issuer's notes (the "Lender") concerning a
possible purchase by PSI of the Issuer's notes (the "Notes").
Based on communications received from the Lender, PSI believes
that there is a realistic possibility that PSI 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. Any
purchase of the Notes is subject to Issuer's approval.
Representatives of PSI have continued to have discussions
with representatives of the Issuer concerning possible corporate
transactions of the type previously reported in the Schedule 13D,
including a possible transfer of assets by PSI to the Issuer, an
infusion of capital by PSI into the Issuer and/or a sale of the Notes
to Issuer. There are no agreements, arrangement or understandings
between PSI and Issuer as to any such transaction. However, as part
of a confidentiality agreement between PSI and Issuer, PSI has agreed,
among other things, until February 1997, without Issuer's consent, not
to (i) acquire any additional voting securities of Issuer, (ii) effect
any tender offer, business combination, restructuring or liquidation
with respect to Issuer or (iii) solicit any proxies of Issuer's voting
securities.
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 15, 1996 PUBLIC STORAGE, INC.
By: /S/ RONALD L. HAVNER, JR.
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Ronald L. Havner, Jr.
Senior Vice President
