UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
PS PARTNERS III, LTD.
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(Name of Issuer)
Units of Limited Partnership Interest
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(Title of Class of Securities)
NONE
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(CUSIP Number)
David Goldberg, 701 Western Avenue, Glendale, California
91201-2397, 818/244-8080, ext. 529
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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).
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SCHEDULE 13D
CUSIP No. N/A
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Public Storage, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
WC, OO
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
128,000
8 Shared Voting Power
N/A
9 Sole Dispositive Power
128,000
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
128,000
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
100%
14 Type of Reporting Person*
CO
The Statement on Schedule 13D dated August 1, 1994, as previously
amended and restated by Amendment No. 1 dated September 9, 1994 and amended by
Amendment No. 2 (which was a Schedule 14D-1 filed by Public Storage, Inc. on
December 4, 1996), Amendment No. 3 (which was Amendment No. 2 to the Schedule
14D-1 filed by Public Storage, Inc. on January 27, 1997) and Amendment No. 4
dated June 10, 1999 (filed June 15, 1999) (as amended, the "Schedule 13D")
filed by Public Storage, Inc. relating to the units of limited partnership
interest (the "Units") of PS Partners III, Ltd. (the "Issuer"), is amended by
this Amendment No. 5 as set forth below. Capitalized terms that are not defined
herein have the meanings assigned to those terms in the Schedule 13D.
<PAGE>
Item 3. Source and Amount of Funds or Other Compensation
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Item 3 of the Schedule 13D is supplemented as follows:
On August 6, 1999, PSI, through a wholly-owned subsidiary, acquired all
of the 50,140 Units that were not previously owned by PSI. PSI's acquisition of
the 50,140 Units was accomplished through the merger (the "Merger") of PS
Partners III Merger Co., Inc., a wholly-owned, second-tier subsidiary of PSI,
into the Issuer. The consideration issued by PSI in the Merger to the holders of
the 50,140 Units (the "Public Limited Partners") consisted of approximately
$12,624,380 in cash and approximately 564,000 shares of Common Stock of PSI
("PSI Common Stock"). The cash consideration was paid by PSI from its working
capital.
Item 4. Purpose of Transaction
----------------------
Item 4 of the Schedule 13D is supplemented as follows:
Pursuant to the Merger, each of the 50,140 Units held by the Public
Limited Partners was converted into the right to receive cash or PSI Common
Stock. Based upon the elections made by the Public Limited Partners, PSI paid to
the Public Limited Partners an aggregate of approximately $12,624,380 in cash
and approximately 564,000 shares of PSI Common Stock. As a result of the Merger,
(i) PSI, through a wholly-owned subsidiary, owns all of the 128,000 Units in the
Partnership and (ii) PSI and B. Wayne Hughes retain their general partner
interests in the Partnership, and the Partnership remains in existence.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is supplemented as follows:
As of August 6, 1999, the effective date of the Merger, PSI owned
128,000 Units, which constitute 100% of the total number of Units outstanding.
PSI has the sole power to vote and the sole power to dispose of the
128,000 Units owned by it. These 128,000 Units are held of record by SEI
Arlington Acquisition Corporation, a wholly-owned subsidiary of PSI.
During the period commencing June 15, 1999 (i.e., after the filing of
Amendment No. 4 to the Schedule 13D) and ending August 6, 1999, PSI acquired
50,140 Units on August 6, 1999 pursuant to the Merger for an aggregate
consideration paid by PSI to the Public Limited Partners of approximately
$12,624,380 in cash and approximately 564,000 shares of PSI Common Stock.
<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, complete and correct.
Dated: August 16, 1999 PUBLIC STORAGE, INC.
By: /S/ SARAH HASS
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Sarah Hass
Vice President
