<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant To Section 14(d)(1) of
the Securities Exchange Act of 1934
(Amendment No. 1)
---------------------------
BALCOR/COLONIAL STORAGE INCOME FUND - 86,
AN ILLINOIS LIMITED PARTNERSHIP
(Name of Subject Company)
---------------------------
PUBLIC STORAGE, INC.
(Bidder)
---------------------------
Interests in Limited Partnership
(Title of Class of Securities)
---------------------------
NONE
(CUSIP Number of Class of Securities)
---------------------------
DAVID B.H. MARTIN, JR.
Hogan & Hartson L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, DC 20004-1109
(202) 637-5600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
---------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Transaction Valuation* Amount of Filing Fee
- -------------------------------------------------------------------------------
$26,000,000 $5,200
- -------------------------------------------------------------------------------
* 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
Form or Registration No.: Schedule 14D-1
Filing Party: Public Storage, Inc.
Date Filed: April 15, 1996
Exhibit Index is on page 6.
Page 1 of Pages
--
<PAGE>
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
-2-
<PAGE>
Item 1. Security and Subject Company.
----------------------------
(a) The name of the subject company is Balcor/Colonial Storage Income
Fund - 86, an Illinois Limited Partnership (the "Partnership"), and
the address of its principal executive office is Balcor Plaza, 4849
Golf Road, Skokie, Illinois 60077.
(b) The class of securities to which this Statement relates is the
Limited Partnership interests (the "Interests") of the Partnership.
There are 256,904 outstanding Interests. The information set forth
under "Summary" and "The Offer" in the Offer to Purchase dated April
15, 1996 (the "Offer") annexed to the Schedule 14D-1 filed by the
Company on April 15, 1996 as Exhibit (a)(1) is incorporated herein by
reference, and is amended by the information set forth in the
paragraphs numbered 1 and 2 in amendment to the Offer to Purchase
annexed hereto as Exhibit (a)(1), (the "Amended Offer") which is
incorporated herein by reference.
(c) The information set forth under "Market Prices of Interests" in
the Offer is incorporated herein by reference.
Item 2. Identity and Background.
-----------------------
(a)-(d); (g) This Statement is filed by Public Storage, Inc. (the
"Company"), a California corporation located at 600 North Brand
Boulevard, Glendale, California 91203-1241. The information set forth
under "Background and Purpose of the Offer" in the Offer is
incorporated herein by reference. The information concerning the name,
business address, present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment or occupation is conducted,
material occupations, positions, offices or employments during the
last 5 years and citizenship of each of the executive officers and
directors of the Company are set forth on Schedule 2 to the Offer and
incorporated herein by reference.
(e)-(f) During the last 5 years, neither the Company nor, to the
Company's best knowledge, any of the persons identified in response to
2(a) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any such person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
Item 3. Past Contracts, Transactions or Negotiations with the Subject Company.
---------------------------------------------------------------------
(a)-(b) The information set forth in "Background and Purpose of the
Offer -- Background of the Offer" in the Offer is incorporated herein
by reference.
Item 4. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
(a) The source of the funds for the purchase of the Interests is the
Company's general corporate funds. The Company expects that
approximately $26,215,000, including related fees and expenses, will
be required to purchase all 100,000 Interests for which the Amended
Offer is being made.
(b) Not applicable.
(c) Not applicable.
-3-
<PAGE>
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
----------------------------------------------------------------
(a)-(g) The information set forth in "Summary," "Special
Considerations," "Background and Purpose of the Offer" and "Effects of
Offer on Non-Tendering Interest Holders" in the Offer is incorporated
herein by reference, and is amended by the information set forth in
the entire Amended Offer which is incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
---------------------------------------------
(a) The Company beneficially owns 20,141.678 Interests in the
Partnership which represents approximately 7.8% of the outstanding
Interests. To the knowledge of the Company, none of its executive
officers or directors owns any Interests in the Partnership.
(b) The information set forth in "Background and Purpose of the
Offer--Background of the Offer" in the Offer is incorporated herein
by reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
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to the Subject Company's Securities.
-----------------------------------
There are no contracts, arrangements, understandings or relationships
between the Company and any person with respect to any Interests in
the Partnership, except as described in Item 6 hereof.
Item 8. Persons Retained, Employed or to be Compensated.
-----------------------------------------------
The information set forth in "The Offer -- Soliciting Agent" in the
Offer is incorporated herein by reference, and is amended by the
information set forth in the final paragraph on page 4 of the Amended
Offer which is incorporated herein by reference.
Item 9. Financial Statements of Certain Bidders.
---------------------------------------
The information set forth in "Background and Purpose of the Offer --
The Company" in the Offer is incorporated herein by reference.
Item 10. Additional Information.
----------------------
(a)-(e) Not applicable.
(f) The Offer and the Letter of Transmittal annexed to the Schedule
14D-1 filed by the Company on April 15, 1996 as Exhibit (a)(2), the
Amended Offer and the amended letter of transmittal annexed hereto as
Exhibit (a)(2), are incorporated herein by reference in their
entirety.
Item 11. Material to be filed as Exhibits.
--------------------------------
See Exhibit Index contained herein.
-4-
<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: May 7, 1996 PUBLIC STORAGE, INC.
By: /s/ Harvey Lenkin
---------------------
Harvey Lenkin
President
-5-
<PAGE>
Exhibit Index
-------------
Exhibit No. Page No.
- ----------- --------
(a) (1) Amended Offer to Purchase dated May 8, 1996. 7
(2) Amended Letter of Transmittal. 11
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
-6-
<PAGE>
May 8, 1996
Re: Tender Offer for Interests in Balcor/Colonial Storage
Income Fund-86 and Solicitation of Votes
Dear Interest Holder:
Public Storage, Inc. ("Public Storage" or the "Company") is increasing
its Offer to purchase your limited partnership interests ("Interests") in
Balcor/Colonial Storage Income Fund-86 (the "Partnership"). Also, we are
soliciting your vote with respect to the proposed sale of all 24 mini-warehouse
facilities (the "Properties") owned by the Partnership (the "Proposed Sale") to
Storage Trust Properties, L.P. ("STP"), as more fully described below.
Our Offer was originally sent to you on April 15, l996 (the "Offer to
Purchase"). Unless otherwise defined herein, capitalized terms in this letter
have the same meaning as in the Offer to Purchase. The amended terms of the
Offer set forth below (the "Amendments") supplement and should be read in
conjunction with the Offer to Purchase, which, except to the extent modified by
this letter, is incorporated herein by reference.
The Proposed Sale was described in a consent solicitation dated April
29, l996 previously furnished to you by the General Partners of the Partnership
(the "Partnership's Consent Solicitation"). As set forth more fully below, we
are asking you to vote "AGAINST" the Proposed Sale on the form of consent
included in the enclosed revised letter of transmittal and return it in the
enclosed postage-paid envelope.
THE AMENDMENTS
The Company's Offer is amended as follows:
1. INCREASE IN OFFER PRICE TO $260 PER INTEREST. The Company is
increasing its Offer Price from $240 to $260, which is higher than the amount
you would receive from the Proposed Sale recommended by the General Partners.
2. INCREASE IN INTERESTS TO BE PURCHASED. The Company is increasing
the number of Interests it is seeking to purchase from 77,000 to 100,000.
3. OFFER CONDITIONED ON VOTE AGAINST PROPOSED SALE. The obligations
of the Company to purchase validly tendered Interests are subject to receipt by
the Company prior to expiration of the Offer of consents with respect to all of
the Interests tendered to the Company in the
<PAGE>
Offer voting "AGAINST" the Proposed Sale. This condition is in addition to those
conditions set forth in the Offer to Purchase under the caption "The Offer--
Conditions of the Offer."
4. OFFER EXTENDED TO MAY 22, 1996. The Company is extending the
period of time for which the Offer is open until 5:00 p.m., New York City time,
on May 22, l996 The Company will continue to have the discretion to extend the
Offer further. See Offer to Purchase under the caption "The Offer--Terms of the
Offer."
In their evaluation of the Offer and these amendments thereto.
Interest Holders should carefully consider the following:
. As discussed below and in the Offer to Purchase, the Company may
purchase validly tendered on a pro rata basis. Limited Partners, therefore,
cannot be given assurance that all of their Interests tendered will be purchased
by the Company.
. There can be no assurance that any future liquidation would result
in a liquidating distribution is an amount exceeding that in the Proposed Sale.
. If the maximum number of Interests sought are tendered and
accepted for payment under the Offer, the Company will own and be able to vote
approximately 46.8% of the outstanding Interests. The Company could then be in
a position to influence decisions of the Partnership on which Limited Partners
are entitled to vote, including a liquidation of the Partnership.
The Company has enclosed a revised letter of transmittal which
reflects the Amendments and includes a form of consent with respect to the
Proposed Sale. If you wish to sell your Interests (even if you have previously
furnished the Company a letter of transmittal), please complete the enclosed
letter of transmittal, mark the form of consent "AGAINST" the Proposed Sale and
return this in the enclosed postage-paid envelope.
SOLICITATION OF CONSENT
In the Partnership's Consent Solicitation, the General Partners of the
Partnership solicited your vote on the Proposed Sale of the Properties to STP
for $67.1 million. Under the terms of the Partnership's Consent Solicitation,
the Proposed Sale must be approved by a majority of the holders of the
outstanding Interests as of April 1, 1996. According to the Partnership, at
that date there were 256,904 outstanding Interests. Each Interest is entitled
to one vote on the Proposed Sale. We are writing to urge you to VOTE your
Interests AGAINST THE PROPOSED SALE. /1/
Public Storage, a real estate investment trust, is the largest owner and
operator of mini-warehouses in the United States. The Company's securities are
publicly traded on the New York Stock Exchange. We currently own 20,141.678
(7.8%) of the Interests which we have purchased starting last September at
prices ranging from $200 to $240 per Interest. We have reviewed the Proposed
Sale and intend to vote our Interests against the transaction. We urge you to
do likewise for the following reasons.
WE BELIEVE THAT THE PROPERTIES CAN CONTINUE TO BE MANAGED FOR IMPROVED
PERFORMANCE AND THAT NOW IS NOT THE BEST TIME TO SELL THE PROPERTIES.
---
As the largest owner and operator of mini-warehouse facilities in the
country, Public Storage has significant experience and understanding in the
operation of and market for mini-warehouses. IN OUR VIEW, NOW IS NOT THE BEST
---
TIME TO SELL THE PROPERTIES.
Over the last four years, the performance of the Properties has steadily
improved. For example, the Partnership's rental income has increased from $6.8
million to $8.8 million during the 1991-95 period. Despite recent increases in
the development of mini-warehouses, the Company believes that the financial
performance of the Properties should be able to continue to improve, although
perhaps not necessarily at the rate of improvement experienced in prior years.
If such improvements continue, the value of the Properties should be expected to
increase.
We believe there would be a number of advantages from the continued
operation of the Partnership. Limited Partners should continue to receive
regular quarterly distributions of net cash flow arising from operations. As
indicated in the Partnership's Consent Solicitation, per Interest distributions
to Limited Partners have increased from $17.07 to $19.91 from 1993 through 1995.
Based on its own experience and its belief that market conditions will continue
to improve for
- -------------------------------
/1/ The Partnership's Consent Solicitation provides detailed information on
the Proposed Sale, as well as other information about the Partnership.
<PAGE>
mini-warehouses, the Company believes that the level of the Partnership's
distributions to Limited Partners may improve. As indicated in the Partnership's
Consent Solicitation, the General Partners also concede that Limited Partners
"may receive higher quarterly distributions" in the future if the Properties
were not sold at this time.
Furthermore, continuing the Partnership's operations affords Limited
Partners with the opportunity to participate in any future appreciation of the
Properties. The Company anticipates that, if the Proposed Sale is not approved
by Limited Partners, it will submit a proposal for liquidation of the
Partnership within 18 months. The Company will not be required to make, nor can
there be any assurance that the Company will be able to propose, any such
liquidation. Moreover, there can be no assurance that, if proposed, such
liquidation would result in a liquidating distribution in an amount exceeding
that in the Proposed Sale. Nonetheless, the Company believes that, based on its
experience managing other mini-warehouse properties and based on current trends
in the industry and the specific performance of the Properties, it is reasonable
to expect a meaningful appreciation of the Properties within 18 months. Any
subsequent liquidation proposal would require the approval of the holders of a
majority of Interests at that time. As indicated in the Partnership's Consent
Solicitation, the General Partners also concede that Limited Partners may
receive a higher liquidation value per Interest if the Properties were sold at a
later date.
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
WITH ITS LOWER LIQUIDATING DISTRIBUTION.
The General Partners have estimated that the Proposed Sale (together with
the distributable cash in the Partnership) would result in a liquidating
distribution to the Limited Partners of $254-257 per Interest, after deducting
professional fees, commissions and dissolution expenses -- BUT ONLY IF THE
PROPOSED SALE IS CONSUMMATED. The Proposed Sale is conditioned on approval by
holders of a majority of the Interests and, as indicated above, we intend to
vote our Interests against the transaction. Accordingly, there is no assurance
that the Proposed Sale will be consummated.
For those Limited Partners who desire to liquidate their Interests at this
time, we believe our Offer Price of $260 PER UNIT provides a better alternative
to the Proposed Sale and may be the best opportunity for Limited Partners to
liquidate their Interests at this time. The Company is offering to purchase up
to 100,000 Interests (approximately 39% of the Interests exclusive of Interests
we already own) at $260 per Interest. It is our intent to accept for purchase
all Interests validly tendered up to 100,000 following the termination of our
Offer on May 22, 1996. If more than 100,000 Interests are validly tendered, we
will accept only 100,000 Interests, with such Interests purchased pro rata on
the basis described in the Offer to Purchase under the heading "The Offer --
Proration of Interests, Acceptance for Payment and Payment for Interests."
Limited Partners, therefore, cannot be given assurances that all of their
Interests tendered will be purchased by the Company. If the Proposed Sale is
approved and consummated as described in the Partnership's Consent Solicitation,
a liquidating distribution will be made with respect to all Interests. If we
offered to purchase all outstanding Interests, the Partnership might be required
to make a substantial payment (approximately $1.4 million) to STP, as described
in the Partnership's Consent Solicitation under the heading "Plan of Sale and
Liquidation -- Summary of Purchase Agreement -- Termination Amount."
CONSENT PROCEDURES
Please complete the enclosed form of consent that is included in our
revised letter of transmittal, date and sign it as indicated and return it to
The First National Bank of Boston, our
<PAGE>
Depositary for the Offer, in the enclosed postage-paid envelope. Consents will
be submitted to the Partnership as soon as practicable following their receipt
by the Company. The Partnership has indicated that consents will be counted on
or about May 10, l996 but that this date may be extended at the discretion of
the General Partners. The Proposed Sale requires the consent of a majority of
the holders of Interests as of April 1, l996. The Partnership has indicated that
its solicitation of consents will cease "at such time (but no earlier than May
10, l996) as MAVRICC [the Partnership's solicitation agent] receives the
affirmative vote of the holders of a majority of outstanding Units." All
consents that are properly executed and received by the Company will be voted in
accordance with the election set forth therein.
IF YOUR FORM OF CONSENT INCLUDED IN THE ENCLOSED LETTER OF TRANSMITTAL
CONTAINS NO DIRECTIONS FOR VOTING, THE COMPANY WILL VOTE YOUR SIGNED CONSENT
"AGAINST" THE PROPOSED SALE.
You may revoke your consent at any time prior to the Partnership
receiving the affirmative vote of the holders of a majority of the outstanding
Interests, by mailing a properly executed consent form bearing a later date or
by mailing a signed, written notice of revocation to the attention of the
Depositary. Revocation of a consent will be effective upon receipt by the
Depositary of either a duly executed consent bearing a later date or a signed,
written revocation. Note that if you have previously furnished a consent to the
Partnership your later dated and duly executed consent to Public Storage will
revoke such earlier consent.
YOUR VOTE IS IMPORTANT. PLEASE VOTE "AGAINST" THE PROPOSED SALE ON THE FORM OF
CONSENT CONTAINED IN OUR REVISED LETTER OF TRANSMITTAL.
We thank you for your consideration and prompt attention to this matter.
Very truly yours,
Public Storage, Inc.
By:______________________________
President
Harvey Lenkin
IF YOU HAVE ANY QUESTIONS ABOUT THIS LETTER, THE PROPOSED SALE OR OUR OFFER TO
PURCHASE, PLEASE CALL OUR SOLICITING AGENT, CHRISTOPHER WEIL & COMPANY, AT (800)
478-2605 OR PUBLIC STORAGE, INC., INVESTOR SERVICES DEPARTMENT AT (800) 421-2856
OR (818) 244-8080.
NOTE: THIS SOLICITATION IS BEING MADE ON BEHALF OF THE COMPANY AND NOT THE
GENERAL PARTNERS OF THE PARTNERSHIP. THE COST OF THIS SOLICITATION (ESTIMATED
TO BE APPROXIMATELY $10,000) IS BEING BORNE ENTIRELY BY THE COMPANY. IN
ADDITION, REGULAR OFFICERS AND OTHER EMPLOYEES OF THE COMPANY, WITHOUT EXTRA
REMUNERATION, MAY SOLICIT YOUR VOTE BY PERSONAL INTERVIEW, TELEPHONE, TELEGRAPH
OR OTHERWISE. BANKS, BROKERAGE HOUSES AND OTHER CUSTODIANS, NOMINEES AND
FIDUCIARIES WILL BE REQUESTED TO FORWARD THE SOLICITATION MATERIALS TO THEIR
CUSTOMERS FOR WHOM THEY HOLD INTERESTS. THE COMPANY WILL REIMBURSE SUCH BANKS,
BROKERS, CUSTODIANS, NOMINEES AND FIDUCIARIES FOR THEIR REASONABLE OUT-OF-POCKET
EXPENSES. THE OFFER TO PURCHASE DESCRIBES OUR FEES, EXPENSES AND SOLICITING
ARRANGEMENTS WITH REGARD TO THE OFFER. THIS LETTER IS FIRST BEING MAILED TO
LIMITED PARTNERS ON OR ABOUT MAY 8, 1996.
<PAGE>
LETTER OF TRANSMITTAL (With Form of Consent)
To Purchase Limited Partnership Interests of Balcor/Colonial Storage Income Fund
- 86, an Illinois limited partnership
Pursuant to the Offer to Purchase dated April 15, 1996, as amended May 8, 1996
of Public Storage, Inc.
DESCRIPTION OF INTERESTS TENDERED
Name and Address of Registered Holder Number of Interests Tendered
- ------------------------------------- ----------------------------
*
----------------------
* Unless otherwise indicated, it
will be assumed that all
Interests held by the registered
holder are being tendered.
THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 22, 1996, UNLESS
EXTENDED. INTERESTS TENDERED PURSUANT TO THIS OFFER MAY BE WITHDRAWN AT ANY
TIME PRIOR TO THE EXPIRATION OF THIS OFFER.
This Letter of Transmittal is to be executed and returned to The First National
Bank of Boston (the "Depositary") at one of the following addresses:
<TABLE>
<S> <C> <C> <C>
By Mail By Hand By Overnight Courier For Information
The First National Bank of BancBoston Trust The First National Bank of The First National Bank of
Boston Company of New York Boston Boston
Shareholder Services 55 Broadway Corporate Agency & Shareholder Services
P.O. Box 1872 3rd Floor Reorganization (617) 575-3120
Mail Stop 45-01-19 New York, NY 10006 150 Royall Street
Boston, MA 02105 Mail Stop 45-01-19
Canton, MA 02021
</TABLE>
Delivery of this instrument to an address other than as set forth above will not
constitute a valid delivery. The accompanying instructions should be read
carefully before this Letter of Transmittal is completed.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Tender of Interests
-------------------
The undersigned hereby tenders to Public Storage, Inc., a California
corporation (the "Company"), the above-described limited partnership interests
(the "Interests") of Balcor/Colonial Storage Income Fund - 86, an Illinois
limited partnership (the "Partnership"), for $260 per Interest in cash in
accordance with the terms and subject to the conditions of the Company's Offer
to Purchase dated April 15, 1996, as amended May 8, 1996 (the "Offer to
Purchase"), and in this Letter of Transmittal (which together with the Offer to
Purchase and any supplements or amendments constitutes the "Offer"). The
undersigned hereby acknowledges receipt of the Offer to Purchase. Capitalized
terms used but not defined herein have the respective meanings assigned in the
Offer to Purchase.
Subject to, and effective upon, acceptance for payment of the
Interests tendered hereby in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns, transfers,
conveys and delivers to the Company, all right, title and interest in and to
such Interests tendered hereby and accepted for payment pursuant to the Offer
and any and all non-cash distributions, other Interests or other securities
issued or issuable in respect thereof on or after April 15, 1996 including,
without limitation, all rights in and claims to any Partnership profits and
losses, voting rights, rights to be substituted as a Limited Partner of the
Partnership and other benefits of any nature whatsoever distributable or
allocable to each such tendered Interest under the Partnership Agreement. The
undersigned hereby appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Interests and (and any
and all non-cash distributions, other Interests or securities issued or issuable
in respect thereof on or after April 15, 1996), with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) transfer ownership of such Interests (and any such non-cash
distributions, other Interests or securities), to or upon the order of the
Company, (b) present such Interests (and any such non-cash distributions, other
Interests or securities) for transfer on the books of the Partnership and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Interests (and any such non-cash distributions, other Interests or
securities), all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned
(i) has received and reviewed the Offer to Purchase and (ii) has full power and
authority to sell, assign, transfer, convey and deliver the Interests tendered
hereby (and any and all non-cash distributions, other Interests or securities
issued or issuable in respect thereof on or after April 15, 1996) and that when
the same are accepted for payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances, and the same will not be subject to any
adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment, transfer, conveyance and delivery of
the Interests tendered hereby and any and all non-cash distributions, other
Interests or other securities issued or issuable in respect of such Interests on
or after April 15, 1996. In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of the Company any and all non-cash
<PAGE>
distributions, other Interests or other securities issued to the undersigned on
or after April 15, 1996 in respect of the Interests tendered hereby, accompanied
by appropriate documentation of transfer, and pending such remittance or
appropriate assurance thereof, the Company shall be entitled to all rights and
privileges as owner of any such non-cash distributions, other Interests or other
securities and may withhold the entire consideration or deduct from the
consideration the amount of value thereof as determined by the Company, in its
sole discretion.
The undersigned understands that under certain circumstances set forth
in the Offer, and subject to the applicable rules of the Securities and Exchange
Commission, the Company may not be required to accept for payment any of the
tendered Interests. In such event, the undersigned understands that any Letter
of Transmittal for Interests not accepted for payment will be destroyed by the
Company.
The undersigned understands that, if proration is required pursuant to
the terms of the Offer, the Company will accept for payment from among those
Interests validly tendered prior to or on the Expiration Date and not properly
withdrawn, the maximum number of Interests permitted pursuant to the Offer on a
pro rata basis, with adjustments to avoid purchases of prorated fractional
Interests.
The undersigned hereby irrevocably constitutes and appoints the
Company and any designee of the Company as the true and lawful attorney-in-fact
and proxy of the undersigned with respect to such Interests with full power of
substitution, to vote, in such manner as each such attorney and proxy or his
substitute shall, in his sole discretion, deem proper, and otherwise act
(including pursuant to written consent) with respect to all of the Interests
tendered hereby which have been accepted for payment by the Company prior to the
time of such vote or action (and any and all non-cash distributions, other
Interests or securities issued or issuable in respect thereof on or after April
15, 1996), which the undersigned is entitled to vote, at any meeting (whether
annual or special and whether or not an adjourned meeting) of Limited Partners
of the Partnership, or with respect to which the undersigned is empowered to act
in connection with action by written consent in lieu of any such meeting or
otherwise. This proxy and power of attorney is coupled with an interest in the
Interests tendered hereby, is irrevocable and is granted in consideration of,
and is effective upon, the acceptance for payment of such Interests by the
Company in accordance with the terms of the Offer. Such acceptance for payment
shall revoke any other proxy granted by the undersigned at any time with respect
to such Interests (and any such non-cash distributions, other Interests or
securities), other than the consent granted to the Company below, and other than
the irrevocable proxy granted to the General Partners pursuant to Article XXI of
the Partnership Agreement, and no subsequent proxies will be given (and if given
will be deemed not to be effective) with respect thereto by the undersigned.
The undersigned understands that tenders of Interests pursuant to the
procedures described in the Offer and in the instructions hereto will constitute
a binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Offer. All authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, legal and
personal representatives, successors and assigns of the undersigned. This
tender is irrevocable except as stated in the Offer, however, Interests tendered
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date.
The undersigned hereby certifies, under penalties of perjury, that (1)
the number shown on this form below the undersigned's signature is my correct
Taxpayer Identification Number and (2) I am not subject to backup withholding
either (a) because I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, (b) the IRS has notified me that I am no
longer subject to backup withholding, or (c) I am exempt from backup
withholding.
The undersigned hereby also certifies, under penalties of perjury,
that the undersigned, if an individual, is not a nonresident alien for purposes
of U.S. income taxation, and if not an individual, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Code and Income Tax Regulations). The undersigned understands
that this certification may be disclosed to the IRS by the Company and that any
false statements contained herein could be punished by fine, imprisonment, or
both.
Please issue the payment for the Interests in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Mailing
Instructions," please mail the payment (and accompanying documents, as
appropriate) to the undersigned at the registered address. In the event that
the "Special Mailing Instructions" are completed, please deliver the payment to
the registered holder(s) at the address so indicated.
ANY INTEREST HOLDER WHO DESIRES TO TENDER HIS OR HER INTERESTS BUT IS
UNABLE TO CERTIFY ANY OF THE STATEMENTS SET FORTH ABOVE SHOULD CONTACT THE
COMPANY AT (800) 421-2856 OR (818) 244-8080 FOR FURTHER INSTRUCTIONS.
Solicitation of Vote Regarding Proposed Sale of Partnership Assets
------------------------------------------------------------------
The undersigned hereby consents with respect to all Interests held of
record by the undersigned on April 1, l996, to the following action regarding
the proposal to approve the sale of substantially all of the assets of the
Partnership as described in the Consent Solicitation of Limited Partners dated
April 29, 1996 and disseminated to Interest Holders by the Partnership (the
"Partnership's Consent Solicitation"). The undersigned hereby acknowledges the
receipt of the Partnership's Consent Solicitation and the Offer to Purchase and
revokes any other previously given proxy or consent other than the irrevocable
proxy granted to the General Partners pursuant to Article XXI of the Partnership
Agreement.
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<PAGE>
- -------------------------------------------------------------------------------
TENDER OF INTERESTS IN OFFER AND GRANT OF CONSENT REGARDING
PROPOSED SALE OF PARTNERSHIP ASSETS
I. TENDER OF INTERESTS
The undersigned tenders Interests in the Offer on the terms described above.
II. GRANT OF CONSENT
THIS CONSENT IS BEING SOLICITED ON BEHALF OF PUBLIC STORAGE, INC.
(THE "COMPANY").
The undersigned, a Limited Partner of the Partnership, hereby votes all
Interests held of record by the undersigned on April 1, l996, as follows by
checking the appropriate blank below in blue or black ink:
Proposal to approve the sale of
substantially all of the assets
of the Partnership as described
in the Consent Solicitation of
Limited Partners dated April 29,
1996.
______ For ______ Against ______ Abstain
IN THE ABSENCE OF SPECIFIED INSTRUCTIONS, SIGNED CONSENTS WILL BE VOTED AGAINST
THE PROPOSAL SET FORTH ABOVE.
III. SIGNATURE(S)
When the Interests are held by joint tenants, both joint tenants should sign.
When the Interests are held of record by a tax-exempt Interest Holder, the
signature of the custodian for trustee is also required.
Signature(s)
-----------------------------------------------------------------
-----------------------------------------------------------------
Social Security or Taxpayer Identification Number
----------------------------
Date ( )
---------------------------------- ----------------------------
Telephone number
(Must be signed by registered holder(s) as name(s) appear(s) under registration
above. If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, agents, officers of corporations or partnerships or others
acting in a fiduciary or representative capacity, please provide the following
information. See Instruction 3.)
Name
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(Please print)
Capacity (full title)
--------------------------------------------------------
Address
----------------------------------------------------------------------
Zip Code
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SPECIAL MAILING INSTRUCTIONS
To be completed ONLY if payment is to be issued to the registered holders(s) but
mailed to OTHER than the address of record. (See Instruction 5.)
Mail payment to:
Name
-------------------------------------------------------------------------
(Must be same as registered holder(s))
Address
----------------------------------------------------------------------
(Please print)
----------------------------------------------------------------------
Zip Code
- -------------------------------------------------------------------------------
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<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. DELIVERY OF LETTER OF TRANSMITTAL. A properly completed and duly
executed Letter of Transmittal and any other documents required by this Letter
of Transmittal must be received by the Depositary at its address set forth
herein on or prior to May 22, 1996, unless extended.
The method of delivery of this Letter of Transmittal and all other required
documents is at the option and risk of the tendering Interest Holder, and the
delivery will be deemed made only when actually received by the Depositary. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
assure timely delivery.
No alternative, conditional or contingent tenders will be accepted. All
tendering Interest Holders, by execution of this Letter of Transmittal, waive
any right to receive any notice of the acceptance of their Interests for
payment.
2. PARTIAL TENDERS. If fewer than all the Interests held by an Interest
Holder are to be tendered, fill in the number of Interests which are to be
tendered in the section entitled "Number of Interests Tendered." All Interests
held by an Interest Holder will be deemed to have been tendered unless otherwise
indicated.
3. SIGNATURES ON LETTER OF TRANSMITTAL.
(a) If this Letter of Transmittal is signed by the registered holder(s)
of the Interests, the signature(s) must correspond exactly with the Interest
Holder's registration.
(b) If any of the Interests are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any Interests are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations.
(d) If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
partnership or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and if requested, proper evidence
satisfactory to the Company of such person's authority so to act must be
submitted.
4. TRANSFER TAXES. Except as set forth in this Instruction 4, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer and
sale of Interests to it pursuant to the Offer. If payment of the Offer Price is
to be made to any person other than the registered holder, the amount of any
transfer taxes (whether imposed on the registered holder or such other person)
payable on account of the transfer to such person will be deducted from the
Offer Price unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.
5. SPECIAL MAILING INSTRUCTIONS. If payment for the Interests is to be
issued to the registered holder(s) but mailed to other than the address of
record, the section entitled "Special Mailing Instructions" must be completed.
6. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to, or additional copies of the Offer to Purchase and this
Letter of Transmittal may be obtained from, the Company or the Soliciting Agent
at their respective telephone numbers set forth below.
7. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tender of Interests will be
determined by the Company, in its sole discretion, and its determination shall
be final and binding. The Company reserves the absolute right to reject any or
all tenders of any particular Interests (i) determined by it not to be in the
appropriate form or (ii) the acceptance for purchase of Interests which may, in
the opinion of the Company's counsel, be unlawful.
IMPORTANT. This Letter of Transmittal, together with all other required
documents, must be received by the Depositary on or prior to May 22, 1996,
unless extended.
<TABLE>
<S> <C> <C>
THE DEPOSITARY: THE SOLICITING AGENT: THE COMPANY:
THE FIRST NATIONAL BANK OF BOSTON CHRISTOPHER WEIL & COMPANY PUBLIC STORAGE, INC.
Shareholder Services (800) 478-2605 Investor Services Department
P.O. Box 1872 (800) 421-2856
Mail Stop 45-01-19 (818) 244-8080
Boston, Massachusetts 02105
(617) 575-3120
</TABLE>
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