SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 14D-1
Amendment to Tender Offer Statement Pursuant To Section 14(d)(1) of
the Securities Exchange Act of 1934
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AMENDMENT NO. 4 TO
STATEMENT ON SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PS PARTNERS V, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
_________________
Public Storage, Inc.
(Bidder)
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Units of Limited Partnership Interest
(Title of Class of Securities)
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NONE
(CUSIP Number of Class of Securities)
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DAVID GOLDBERG
Public Storage, Inc.
701 Western Avenue, Suite 200,
Glendale, California 91201-2397
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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Introduction
This statement is Amendment No. 2 to the Schedule 14D-1 which was
filed by Public Storage, Inc. ("PSI") with the Securities and Exchange
Commission on June 16, 1997, as previously amended by Amendment No. 1
dated July 17, 1997, with respect to the offer by PSI to purchase up
to 30,000 of the limited partnership units ("Units") in PS Partners V,
Ltd., a California Limited Partnership (the "Partnership") at a net cash
price per Unit of $355. Capitalized terms used in this Amendment No. 2
and not otherwise defined shall have the meanings set forth in the Offer
to Purchase dated June 16, 1997 and related Letter of Transmittal.
This statement also constitutes Amendment No. 4 to Statement on
Schedule 13D dated June 7, 1994, as previously amended and restated
by Amendment No. 1 dated July 20, 1994 and Amendment No. 2 dated
November 20, 1995 and amended by Amendment No. 3 (which was the
Schedule 14D-1 filed on June 16, 1997), filed by PSI.
The Offer to Purchase expired on August 5, 1997 at 5:00 p.m.,
New York City time. At the expiration of the Offer, 13,847 Units
(representing approximately 9.4% of the outstanding Units) had been
tendered pursuant to the Offer.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and (b) are hereby amended as follows:
On August 5, 1997, a wholly-owned subsidiary of PSI accepted
for payment the 13,847 Units that had been validly tendered and not
withdrawn pursuant to the Offer. PSI has instructed the Depository
to pay for such Units in accordance with the procedures set forth in
the Offer to Purchase.
As a result of this purchase of Units, as of August 5, 1997,
PSI beneficially owned 89,906 Units (approximately 60.7%) of the
outstanding Units of the Partnership.
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SIGNATURE
After due 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: August 14, 1997 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
and General Counsel
