SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 14, 1998
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PS Partners, Ltd.
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(Exact name of registrant as specified in its charter)
California 0-11186 95-3729108
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
701 Western Avenue, Glendale, California 91203-1241
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (818) 244-8080
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On September 14, 1998, Public Storage, Inc. ("PSI"), through a
wholly-owned subsidiary, acquired all of the 20,018 units of limited partnership
interest ("Units") in PS Partners, Ltd. (the "Partnership") that were not
previously owned by PSI. PSI's acquisition of the 20,018 Units was accomplished
through the merger of PS Partners Merger Co., Inc., a wholly-owned, second tier
subsidiary of PSI, into the Partnership. In the merger, the 20,018 Units were
converted into an aggregate of approximately (i) 316,595 shares of PSI common
stock (at the rate of 28.231 shares of PSI common stock per Unit) and (ii)
$6,276,539 in cash (at the rate of $713 per Unit). The amounts set forth above
exclude, in each case, a cash distribution of $9.38 per Unit. As a result of the
merger, (i) PSI, through a wholly-owned subsidiary, owns all of the 66,000 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 7. Financial Statements and Exhibits
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(c) Exhibits.
(2) Agreement and Plan of Reorganization by and among Public Storage,
Inc., PS Partners Merger Co., Inc. and PS Partners, Ltd. dated as of July 14,
1998. Filed as Exhibit 2 to the Partnership's Current Report on Form 8-K dated
July 14, 1998 and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PS PARTNERS, LTD.
By: PUBLIC STORAGE, INC.,
General Partner
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
Date: September 18, 1998
