SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(AMENDMENT NO. 1)
AMERICAN STORAGE PROPERTIES, L.P.
(Name of Subject Company)
AMERICAN STORAGE PROPERTIES, L.P.
(Name of Person Filing Statement)
Units of Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Andre Anderson
AMERICAN STORAGE PROPERTIES, L.P.
3 World Financial Center, 29th Floor
New York, New York 10285
(212) 526-3237
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) filing Statement)
Copy to:
Patrick J. Foye, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 Third Avenue
New York, New York 10022
(212) 735-2274
This Amendment No. 1 amends and supplements the following Item of the
Solicitation/Recommendation Statement on Schedule 14D-9 of American
Storage Properties, L.P., a Virginia limited partnership (the
"Partnership"), filed with the Securities and Exchange Commission on
March 14, 1996, relating to the unsolicited tender offer commenced by
Public Storage, Inc. to purchase up to 12,533 (representing
approximately 25% of the outstanding) units of limited partnership
interests of the Partnership.
Item 4. The Solicitation or Recommendation
The Partnership's estimate of net asset value assumes a hypothetical
sale on November 30, 1995 of all of the Partnership's properties at a
price equal to their appraisal values determined by Bach Thoreen
McDermott Incorporated, an independent appraisal firm.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: March 29, 1996
AMERICAN STORAGE PROPERTIES, L.P.
By: Storage Services, Inc., general partner
By: /s/ Paul L. Abbott
Paul L. Abbott
President
By: Goodman Segar Hogan/American Storage
Properties Associates, L.P.,
general partner
By: American Storage Properties, Inc.
By: /s/ Mark P. Mikuta
Mark P. Mikuta
President
