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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
Tender Offer Statement Pursuant To Section 14(d)(1) of
the Securities Exchange Act of 1934
(Final Amendment)
and
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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BALCOR/COLONIAL STORAGE INCOME FUND - 85,
AN ILLINOIS LIMITED PARTNERSHIP
(Name of Subject Company)
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PUBLIC STORAGE, INC.
(Bidder)
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Interests in Limited Partnership
(Title of Class of Securities)
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NONE
(CUSIP Number of Class of Securities)
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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 on Behalf of Bidder)
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CALCULATION OF REGISTRATION FEE
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Transaction Valuation * Amount of Filing Fee
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$14,538,300 $2,908
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* This Tender Offer Statement on Schedule 14D-1/A and Amendment No. 2 to
Schedule 13D is being filed in connection with an Offer made by Public Storage,
Inc. to acquire up to 69,230 of the outstanding Limited Partnership interests in
Balcor/Colonial Storage Income Fund - 85, an Illinois Limited Partnership. The
total value of the transaction was estimated solely for purposes of calculating
the filing fee.
[_] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable
Form or Registration No.:
Filing Party:
Date Filed:
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1) Name of Reporting Person: Public Storage, Inc.
S.S. or I.R.S. Identification No. of Above Person: 95-355121
2) Check the Appropriate Box if a Member of a Group (See Instructions)
[_] (a)___________________________________________________________
[_] (b)___________________________________________________________
3) SEC Use Only_______________________________________________________
4) Sources of Funds (See Instructions): WC
5) [_] Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f).
6) Citizenship or Place of Organization: California
7) Aggregate Amount Beneficially Owned by Each Reporting Person:
25,838.779 Limited Partnership interests.
8) [_] Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions).
9) Percent of Class Represented by Amount in Row 7: 9.3%
10) Type of Reporting Person (See Instructions): CO
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INTRODUCTION
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This filing is a combined Schedule 14D-1/A Tender Offer Statement,
Final Amendment, and Amendment No. 2 to Schedule 13D. The Tender Offer
Statement on Schedule 14D-1/A relates to an offer to purchase by Public Storage,
Inc., a California corporation (the "Company"), up to 69,230 of the limited
partnership interests (the "Interests") of Balcor/Colonial Storage Income Fund -
85, an Illinois Limited Partnership, at a net cash price per Interest of $210,
upon the terms and subject to the conditions set forth in the Offer to Purchase
filed on August 29, 1996 (the "Offer") and the related Letter of Transmittal, as
amended by the Schedule 14D-1/A, Amendment No. 1 filed on September 30, 1996.
The Amendment No. 2 to Schedule 13D relates to the Company's ownership of
Interests, and amends the information on Schedule 13D dated April 22, 1996 as
amended by Amendment No. 1 to Schedule 13D filed on August 29, 1996.
The Offer expired on September 30, 1996, at 5:00 p.m., New York City
time. At the expiration of the Offer, 4,438.5 Interests (representing
approximately 1.6% of the outstanding Interests) had been submitted pursuant to
the Offer. The Company has notified the Depositary that it intends to accept for
payment all 4,438.5 Interests tendered pursuant to its Offer subject to
confirmation that such Interests have been validly tendered in accordance with
the terms of the Offer.
Item 6. Interest in Securities of the Subject Company.
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Item 6(a) and (b) are hereby amended as follows:
The Company has notified the Depositary that it intends to accept for
payment all 4,438.5 Interests (representing approximately 1.6% of the
outstanding Interests) tendered pursuant to its Offer subject to
confirmation that such Interests have been validly tendered in
accordance with the terms of the Offer. If all of the Interests
tendered are accepted for payment, the Company will pay $932,085 for
such Interests, and the Company will then beneficially own a total of
30,277.279 Interests representing approximately 10.9% of the
outstanding Interests.
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SIGNATURE
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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 2, 1996 PUBLIC STORAGE, INC.
By: /s/ Harvey Lenkin
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Harvey Lenkin
President
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