SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 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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AMENDMENT NO. 3 TO
STATEMENT ON SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PS PARTNERS VII, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
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Public Storage, Inc.
(Bidder)
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Units of Limited Partnership Interest
(Title of Class of Securities)
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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)
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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 May 8, 1996 with respect to the offer by PSI to
purchase up to 30,000 of the limited partnership units ("Units") in PS
Partners VII, Ltd., a California Limited Partnership (the "Partnership")
at a net cash price per Unit of $357. Capitalized terms used in this
Amendment No. 2 and not otherwise defined shall have the meanings set
forth in the Offer to Purchase dated May 8, 1996 and related Letter of
Transmittal.
This statement also constitutes Amendment No. 3 to Statement on
Schedule 13D dated October 5, 1994, as previously amended and restated
by Amendment No. 1 dated November 15, 1994 and amended by Amendment
No. 2 (which was the Schedule 14D-1 filed on May 8, 1996 referred to
above), filed by PSI.
The Offer to Purchase expired on June 10, 1996 at 5:00 p.m.,
New York City time. At the expiration of the Offer, 5,348 Units
(representing approximately 4.9% of the outstanding Units) had been
tendered pursuant to the Offer.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and (b) are hereby amended as follows:
On June 10, 1996, PSI accepted for payment the 5,348 Units that
had been validly tendered and not withdrawn pursuant to its Offer. PSI
has instructed the Depository to pay for such Units in accordance with
the procedures set forth in its Offer to Purchase.
As a result of this purchase of Units, as of June 10, 1996, PSI
beneficially owned 60,459 Units (approximately 55.6%) of the outstanding
Units of the Partnership.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
Dated: June 13, 1996 PUBLIC STORAGE, INC.
By: /S/ HARVEY LENKIN
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Harvey Lenkin
President
