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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
WASHINGTON, D.C. 20549 Estimated average burden
hours per form .... 14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
Balcor/Colonial Storage Income Fund - 85
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(Name of Issuer)
Interests in Limited Partnership
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(Title of Class of Securities)
NONE
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(CUSIP Number)
David B.H. Martin, Jr., Hogan & Hartson L.L.P., 555 Thirteenth Street, NW,
Washington, DC 20004, 202/637-5600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 12, 1996
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(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 [X]. (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. NONE 13D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Public Storage, Inc.
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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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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7
NUMBER OF 25,673.579
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
- 0 -
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 25,673.579
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- 0 -
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
25,673.579
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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
9.3%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. NONE PAGE 3 OF 5 PAGES
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to limited partnership
interests (the "Interests") in Balcor/Colonial Storage Income Fund - 85, an
Illinois Limited Partnership (the "Partnership"). The address of the principal
executive office of the Partnership is Balcor Plaza, 4849 Golf Road, Skokie,
Illinois 60077.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Public Storage, Inc. (the "Company"), a
California corporation with its principal office located at 600 North Brand
Boulevard, Suite 300, Glendale, California 91203-1241. The Company is a REIT,
organized in 1980 that has invested primarily in existing mini-warehouses. The
Company has also invested to a much smaller extent in existing business parks
containing commercial and industrial rental space.
(d)-(e) During the last five years, the Company has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
the Company was not and is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Company paid $3,681,249.80 to purchase 18,406.249 Interests on
April 12, 1996. Expenses (exclusive of the purchase price of the Interests) are
estimated at $150,000. The source of these funds was the Company's general
corporate funds.
ITEM 4. PURPOSE OF TRANSACTION
The Company believes that the acquisition of the Interests represents
a good investment for the Company and its shareholders. The Company has acquired
the Interests for investment purposes.
(a) The Company may acquire additional Interests. Any such
acquisitions may be made through private purchases, through one or more future
tender offers or by any other means deemed advisable by the Company.
(b)-(c) Not applicable.
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CUSIP NO. NONE PAGE 4 OF 5 PAGES
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(d) The Company may seek to discuss the acquisition of Colonial
Storage Management, Inc., the manager of the Partnership's properties, or
otherwise seek to obtain the right to manage the Partnership's properties.
(e)-(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Company beneficially owns 25,673.579 Interests in the
Partnership which represents 9.3% of the outstanding Interests.
(b) The Company has the sole power to vote 25,673.579 Interests, and
the sole power to dispose of 25,673.579 Interests, subject to the disclosure
regarding the Everest Balcor-85 Interests set forth in Item 5(c) herein.
(c) On March 21, 1996, the Company entered into an agreement with
Everest Storage Investors, LLC (the "Everest Agreement") for the purchase of
limited partnership interests in six different partnerships, including the
purchase of 6,752.33 Interests (the "Everest Balcor-85 Interests") for $210
per Interest. The Everest Agreement was the result of direct negotiation
between the parties. The Everest Agreement, by its own terms, will close on a
partnership by partnership basis in one or more closings on or before
September 3, 1996. The Everest Agreement has not yet closed regarding the
Everest Balcor-85 Interests.
On April 12, 1996, the Company purchased from interest holders
18,406.249 Interests for $200 per Interest. These Interests were tendered in
response to an Offer to Purchase dated January 25, 1996, with an expiration date
of March 12, 1996 (the "Offer to Purchase"). The Offer to Purchase was
disseminated to interest holders by the Company.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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CUSIP NO. NONE PAGE 5 OF 5 PAGES
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct.
Dated: April 22, 1996
PUBLIC STORAGE, INC.
By: /s/ Sarah Hass
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Sarah Hass
Vice President
