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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
(Amendment No. 3)
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BALCOR/COLONIAL STORAGE INCOME FUND - 86,
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.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(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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$26,000,000 $5,200
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* This Amended Tender Offer Statement on Schedule 14D-1/A is being filed in
connection with an amended Offer made by Public Storage, Inc. to acquire up to
100,000 of the outstanding Limited Partnership interests in Balcor/Colonial
Storage Income Fund - 86, an Illinois Limited Partnership. The total value of
the transaction was estimated solely for purposes of calculating the filing fee.
[X] 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: $3,696; $1,504
Form or Registration No.: Schedule 14D-1; Schedule 14D-1/A,
Amendment No. 1
Filing Party: Public Storage, Inc.
Date Filed: April 15, 1996; May 7, 1996
Exhibit INdex is on page 5.
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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)
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[ ] (b)
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3) SEC Use Only
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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:
20,141.678 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: 7.8%
10) Type of Reporting Person (See Instructions): CO
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The Statement on Schedule 14D-1 dated April 15, 1996 (the "Schedule
14D-1") as amended by the Statement on Schedule 14D-1/A, Amendment No. 1 dated
May 7, 1996 ("Amendment No. 1") and the Statement on Schedule 14D-1/A, Amendment
No. 2 dated May 20, 1996 ("Amendment No. 2") relating to the Company's offer to
purchase limited partnership interests in Balcor/Colonial Storage Income Fund -
86 (the "Partnership") is amended by this Amendment No. 3 as set forth below.
Capitalized terms that are not defined herein have the meanings assigned to
those terms in the Schedule 14D-1.
Item 10. Additional Information.
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(f) The Letter to Interest Holders dated May 21, 1996
attached hereto as Exhibit (a) is incorporated herein by reference in
its entirety.
Item 11. Material to be filed as Exhibits.
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See Exhibit Index contained herein.
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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: May 22, 1996 PUBLIC STORAGE, INC.
By: /s/ Harvey Lenkin
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Harvey Lenkin
President
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Exhibit Index
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Exhibit No. Page No.
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(a) Letter to Interest Holders dated May 21, 1996. 6
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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[Public Storage, Inc. letterhead]
May 21, 1996
Re: Tender Offer for Interests in Balcor/Colonial Storage Income
Fund - 86 and Solicitation of Votes
Dear Interest Holder:
We believe that limited partners who desire liquidity have a better
alternative under our Offer to purchase your Interests (subject to proration) at
$260 per Interest than under the proposed sale to Storage Trust Properties, L.P.
with its lower liquidating distribution. Based on the number of Interests that
have been tendered to date, we do not believe our Offer will be over-subscribed.
We are seeking 100,000 Interests and to date only approximately 22,000 Interests
have been tendered.
We are extending the period of time for which the Offer is open until
5:00 p.m., New York City time, on June 7, 1996.
We will have no obligation to purchase validly tendered Interests if,
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prior to our purchase of the Interests, limited partners approve the sale of the
properties to Storage Trust (or other party) resulting in a liquidating
distribution of less than $260 per Interest. This condition is in addition to
those conditions set forth in our letters dated April 15, 1996 and May 17, 1996.
Without regard as to whether you desire to sell your Interests, please
complete and return the enclosed post card.
We thank you for your consideration and prompt attention to this
matter.
Very truly yours,
PUBLIC STORAGE, INC.
By: /s/ Harvey Lenkin
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Harvey Lenkin
President
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Tender Offer for Interests in Balcor/Colonial Storage Income Fund - 86
Please return to: Public Storage, Inc.
P.O. Box 25039
Glendale, CA 91221-9985
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Name and address Telephone number
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Convenient time to contact
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