UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
PS PARTNERS VIII, LTD.,
a California Limited Partnership
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
NONE
(CUSIP Number)
David Goldberg, 600 No. Brand Blvd., Ste. 300, Glendale, California
91203-1241, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 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. N/A
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage, Inc. (formerly Storage Equities, 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
21,338
8 Shared Voting Power
N/A
9 Sole Dispositive Power
21,338
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
21,338
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
40.5%
14 Type of Reporting Person*
CO
This Amendment No. 1 to Statement on Schedule 13D amends and
restates the Statement on Schedule 13D dated January 27, 1995.
Item 1. Security and Issuer
The class of securities to which this Amendment No. 1 to
Statement on Schedule 13D relates is the units of limited partnership
interest (the "Units"), of PS Partners VIII, Ltd., a California Limited
Partnership (the "Issuer"). The address of the principal executive
office of the Issuer is 600 North Brand Boulevard, Suite 300, Glendale,
California 91203-1241.
Item 2. Identity and Background
This Amendment No. 1 to Statement on Schedule 13D is being filed
by Public Storage, Inc., formerly known as Storage Equities, Inc.
("PSI" or the "Reporting Person").
PSI is a fully integrated, self-administered and self-managed
real estate investment trust, organized as a corporation under the laws
of California, that acquires, develops, owns and operates self-service
mini-warehouse facilities. In a series of mergers among Public Storage
Management, Inc. and its affiliates (collectively, "PSMI"), which was
the Reporting Person's mini-warehouse property operator, culminating in
the November 16, 1995 merger of PSMI into the Reporting Person, the
Reporting Person became self-administered and self-managed and acquired
substantially all of the United States real estate operations of PSMI.
In addition, the Reporting Person's name was changed from Storage
Equities, Inc. to Public Storage, Inc. PSI is a co-general partner of
the Issuer. The principal executive offices of PSI are located at 600
North Brand Boulevard, Suite 300, Glendale, California 91203-1241.
The directors and executive officers of PSI, their employers,
addresses and current positions are listed below. B. Wayne Hughes,
Chairman of the Board and Chief Executive Officer of PSI, is a
co-general partner of the Issuer. Unless otherwise indicated, each
person's address is the same as the address of PSI listed above.
Name of Director
or Executive Employer/Address/
Officer of PSI Nature of Business Current Position
-------------- ------------------ ----------------
B. Wayne Hughes PSI Chairman of the Board and
(Executive Officer Chief Executive Officer
and Director)
Harvey Lenkin PSI President
(Executive Officer
and Director)
Hugh W. Horne PSI Senior Vice President
(Executive Officer)
Ronald L. Havner, Jr. PSI Senior Vice President and
(Executive Officer) Chief Financial Officer
Obren B. Gerich PSI Vice President
(Executive Officer)
Marvin M. Lotz PSI Senior Vice President
(Executive Officer)
David Goldberg PSI Senior Vice President and
(Executive Officer) General Counsel
Mary Jayne Howard PSI Senior Vice President
(Executive Officer)
Sarah Hass PSI Vice President and
(Executive Officer) Secretary
John Reyes PSI Vice President and
(Executive Officer) Controller
Robert J. Abernethy American Standard President
(Director) Development Company;
Self Storage
Management Company
5221 West 102nd St.
Los Angeles, CA 90045
Developer and operator
of mini-warehouses
Dann V. Angeloff The Angeloff President
(Director) Company
727 West Seventh St.
Suite 331
Los Angeles, CA 90017
Corporate financial
advisory firm
William C. Baker Santa Anita Realty Chairman and Chief
(Director) Enterprises, Inc. Executive Officer
301 West Huntington
Drive, Suite 405
Arcadia, CA 91007
real estate investment
trust
Uri P. Harkham The Jonathan Martin President and Chief
(Director) Fashion Group Executive Officer
1157 S. Crocker St.
Los Angeles, CA 90021
Design, manufacture and
market women's clothing
Harkham Properties Chairman of the Board
1157 S. Crocker St.
Los Angeles, CA 90021
Real estate
To the knowledge of PSI, all of the foregoing persons are
citizens of the United States except Uri P. Harkham, who is a citizen
of Australia.
During the last five years, neither PSI nor, to the best
knowledge of PSI, any executive officer, director or person controlling
PSI, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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
As of April 1, 1996, PSI owned a total of 21,338 Units.
These Units were acquired for an aggregate purchase price (including
fees) of 285,695 shares of common stock of PSI and approximately
$1,981,237 in cash, with funds obtained from PSI's working capital.
Item 4. Purpose of Transaction
PSI acquired the Units reported hereby for investment purposes.
Although in the future PSI may acquire additional Units thereby
increasing its ownership position in the Issuer, the general partners
of the Issuer (PSI and B. Wayne Hughes) have no present plans or
intentions with respect to the Issuer for a liquidation, a merger, a
sale or purchase of material assets or borrowings. No assets of the
Issuer have been identified for sale or financing.
Item 5. Interest in Securities of the Issuer
As of April 1, 1996, PSI owned 21,338 Units, which constitute
approximately 40.5% of the total number of Units outstanding on
April 1, 1996 of 52,751.
PSI has the sole power to vote and the sole power to dispose of
the 21,338 Units owned by it.
During the 60-day period ending April 1, 1996, PSI purchased
the number of Units in the transactions, on the transaction dates and
at the prices per Unit (not including commissions) set forth below
opposite its name.
No. of Type Price
Transaction Units of per
Reporting Person Date Bought Transaction Unit
---------------- ----------- ------ ----------- -------
PSI 4/1/96 6 <F1> $260.00
PSI 4/1/96 18 <F2> $268.00
PSI 4/1/96 120 <F2> $260.00
_______________
<F1> Unsolicited purchase directly from a Unitholder.
<F2> Purchase through a secondary firm.
None of the directors or executive officers of PSI own any Units.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Except as disclosed herein, to the best knowledge of PSI, there
are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) between PSI and any person with
respect to any securities of the Issuer, including but not limited to,
transfer or voting of any of the securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss or the giving or
withholding of proxies, or a pledge or contingency the occurrence of
which would give another person voting power over securities of the
Issuer.
Item 7. Material to be Filed as Exhibits
None.
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: April 10, 1996 PUBLIC STORAGE, INC.
By: /S/ OBREN B. GERICH
-------------------
Obren B. Gerich
Vice President
