UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Partners Preferred Yield III, Inc.
(Name of Issuer)
Common Stock Series A
(Title of Class of Securities)
702128 10 9
(CUSIP Number)
David Goldberg, 701 Western Avenue, Suite 200, Glendale,
California 91201-2397, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 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).
SCHEDULE 13D
CUSIP No. 702128 10 9
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
-0-
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
-0-
14 Type of Reporting Person*
CO
The Statement on Schedule 13D dated March 13, 1996, as
amended by Amendment No. 1 dated June 26, 1996 and Amendment No. 2
dated August 15, 1996 (the "Schedule 13D") filed by Public Storage,
Inc. (the "Reporting Person"), relating to the Common Stock Series A,
par value $.01 per share (the "Common Stock Series A" or the "Series A
Shares"), of Partners Preferred Yield III, Inc., a California
corporation (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 1. Security and Issuer
The Issuer ceased to exist on December 23, 1996, upon
consummation of the Issuer's merger (the "Merger") with and into the
Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
The consideration issued by the Reporting Person in the Merger
to the holders of the Series A Shares (the "Series A Shareholders")
consisted of approximately $5,974,258 in cash and approximately 716,000
shares of Common Stock of the Reporting Person ("PSI Common Stock").
The cash consideration was paid by the Reporting Person from its working
capital.
Item 4. Purpose of Transaction
Pursuant to the Merger, each outstanding Series A Share (other
than shares held by the Reporting Person) was converted into the right
to receive cash or PSI Common Stock. Based upon the elections made by
the Series A Shareholders, the Reporting Person paid to the Series A
Shareholders an aggregate of approximately $5,974,258 in cash and issued
to the Series A Shareholders an aggregate of approximately 716,000
shares of PSI Common Stock. Upon consummation of the Merger, all of the
outstanding Series A Shares, including the 82,547 Series A Shares owned
by the Reporting Person, were cancelled.
Pursuant to the Merger, the outstanding shares of the Issuer's
Common Stock Series B ("Series B Shares"), Common Stock Series C (Series
C Shares") and Common Stock Series D ("Series D Shares"), other than
shares held by the Reporting Person, were converted into an aggregate of
32,463 shares of PSI Common Stock. Upon consummation of the Merger, all
of the outstanding Series B Shares, Series C Shares and Series D Shares,
including the shares owned by the Reporting Person, were cancelled.
The Merger, which was described in Amendment No. 2 dated
August 15, 1996 to the Schedule 13D, was approved by the Issuer's
shareholders on December 17, 1996.
Item 5. Interest in Securities of the Issuer
On December 23, 1996, the effective date of the Merger, all of
the Series A Shares were cancelled, and the Issuer ceased to exist. As
a result, all of the 82,547 Series A Shares owned by the Reporting
Person on the effective date of the Merger were cancelled. In addition,
the Reporting Person's option to acquire 3,037 Series A Shares
beneficially owned by B. Wayne Hughes, Chairman of the Board and Chief
Executive Officer of the Reporting Person, was cancelled upon
consummation of the Merger. As a result of the Merger, the Reporting
Person no longer owns more than 5% of the Series A Shares.
To the best of the Reporting Person's knowledge, no executive
officer or director of the Reporting Person engaged in any transactions
in Series A Shares during the 60-day period ended December 23, 1996,
other than the disposition of Series A Shares pursuant to the Merger.
Information relating to those dispositions is set forth on Appendix A
attached to this Amendment No. 3 to Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The Reporting Person's option to acquire 3,037 Series A
Shares, 33,742 Series B Shares, 19,848 Series C Shares and 13,070.8
Series D Shares beneficially owned by B. Wayne Hughes, Chairman of the
Board and Chief Executive Officer of the Reporting Person, was cancelled
upon consummation of the Merger.
<PAGE>
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: December 30, 1996 PUBLIC STORAGE, INC.
By: /s/ SARAH HASS
-------------------------
Sarah Hass
Vice President
<PAGE>
Appendix A
Consideration
No. of Received
Series A -------------
Shares Shares of PSI
Name Title Disposed of Common Stock
---- ----- ----------- -------------
B. Wayne Hughes Chairman of the Board and 3,037* 2,342
Chief Executive Officer
Marvin M. Lotz Senior Vice President 2,200 1,696
Dann V. Angeloff Director 300 231
Uri P. Harkham Director 4,000 3,085
---------------
* As noted above, as a result of the Merger, the Reporting Person's
option to acquire these shares was cancelled.
