PUBLIC STORAGE INC /CA
SC 13D/A, 1996-10-30
REAL ESTATE INVESTMENT TRUSTS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                SCHEDULE 13D/A


                   Under the Securities Exchange Act of 1934
                              (Amendment No. 3)*


                   Balcor/Colonial Storage Income Fund - 85
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                       Interests in Limited Partnership
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                     NONE
                   -----------------------------------------
                                (CUSIP Number)

  David B.H. Martin, Jr., Hogan & Hartson L.L.P., 555 Thirteenth Street, NW, 
                      Washington, DC 20004, 202/637-5600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                               October 25, 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).
<PAGE>

                                SCHEDULE 13D/A

- -----------------------                                  ---------------------
  CUSIP NO.   NONE                                         PAGE 2 OF 4 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
 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

- ------------------------------------------------------------------------------
 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

- ------------------------------------------------------------------------------
                     7     SOLE VOTING POWER
                          
     NUMBER OF                  30,317.279
 
      SHARES       -----------------------------------------------------------
                     8     SHARED VOTING POWER
   BENEFICIALLY          
                                -0- 
     OWNED BY
                   -----------------------------------------------------------
       EACH          9     SOLE DISPOSITIVE POWER
                          
    REPORTING                   30,317.279
 
      PERSON       -----------------------------------------------------------
                    10     SHARED DISPOSITIVE POWER
       WITH              
                                -0-   
- ------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
                30,317.279

- ------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                  
                                                                           [_] 
 
- ------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                10.9%      

- ------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*

                CO      

- ------------------------------------------------------------------------------

                     *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.




<PAGE>
 
                                 INTRODUCTION
                                 ------------

          This Amendment No. 3 to Schedule 13D relates to the ownership by
Public Storage, Inc., a California Corporation (the "Company") of limited
partnership interests (the "Interests") in Balcor/Colonial Storage Income 
Fund - 85, an Illinois limited partnership, and amends the information on
Schedule 13D dated April 22, 1996 (the "Schedule 13D") as amended by Amendment
No. 1 to Schedule 13D filed on August 29, 1996, and Amendment No. 2 to Schedule
13D dated October 2, 1996. Capitalized terms that are not defined herein have
the meanings assigned to those terms in the Schedule 13D.

          The Offer expired on September 30, 1996, at 5:00 p.m., New York City
time. At the expiration of the Offer, 4,478.5 Interests (representing
approximately 1.6% of the outstanding Interests) had been submitted pursuant to
the Offer. On October 25, 1996, the Company accepted for payment all 4,478.5
Interests tendered pursuant to its Offer.

Item 5.  Interest in Securities of the Issuer.
         ------------------------------------ 

         Item 5 is hereby amended as follows:

         (a)  The Company beneficially owns 30,317.289 Interests which
              represents approximately 10.9% of the outstanding Interests.

         (b)  The Company has the sole power to vote 30,317.289 Interests, and
              the sole power to dispose of 30,317.289 Interests.

         (c)  On October 25, 1996, the Company purchased from Interest holders
              4,478.5 Interests for $210 per Interest. These Interests were
              tendered in response to an Offer to Purchase dated August 29,
              1996, with an expiration date of September 30, 1996 (the "Offer to
              Purchase"). The Offer to Purchase was disseminated to Interest
              holders by the Company.

                                     - 3 -
<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, correct and complete.


     Dated:  October 30, 1996       PUBLIC STORAGE, INC.



                                    By:   /s/ Harvey Lenkin
                                         ------------------
                                          Harvey Lenkin
                                          President

                                     - 4 -


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