UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
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)
March 8, 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 295,800
SHARES ----------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
N/A
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 295,800
PERSON ----------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
N/A
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
295,800
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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
3.3%
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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, Amendment No. 4 dated February 9, 1996, Amendment No. 5
dated February 15, 1996, Amendment No. 6 dated March 4, 1996 and
Amendment No. 7 dated March 8, 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. 8 as set forth below.
Defined terms that are not defined herein have the meanings assigned
to those terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of Amendment No. 7 to the Schedule 13D is amended to
read as follows:
As of March 8, 1996, PSI owned 360,800 Shares, which constitute
approximately 4.0% of the total number of Shares outstanding of
9,075,000. As of March 11, 1996, PSI owned 295,800 Shares, which
constitute approximately 3.3% of the total number of Shares
outstanding.
PSI has the sole power to vote and the sole power to dispose
of the 295,800 Shares owned by it.
During the period commencing February 8, 1996 and ending
March 8, 1996 and since that date but prior to the filing of this
Amendment No. 8 to the Schedule 13D, PSI sold the number of Shares
in the transactions, on the transaction dates and at the prices per
Share (not including commissions) set forth below opposite its name.
No. of Type Price
Transaction Shares of per
Reporting Person Date Sold Transaction Share
---------------- ----------- ------ ----------- -----
PSI 3/06/96 3,100 open market $1.75
3/07/96 45,000 open market $1.625
3/08/96 31,800 open market $1.50
3/08/96 60,100 open market $1.375
3/11/96 65,000 open market $1.50
On March 7, 1996, PSI ceased to be the beneficial owner of more
than five percent of the Shares. Accordingly, PSI will no longer
file amendments to the Schedule 13D.
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: March 11, 1996 PUBLIC STORAGE, INC.
By: /S/ RONALD L. HAVNER, JR.
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Ronald L. Havner, Jr.
Senior Vice President
