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) August 19, 1996
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PS Partners VIII, Ltd., a California Limited Partnership
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(Exact name of registrant as specified in its charter)
California 0-16876 95-4029178
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
701 Western Avenue, Suite 200, California 91201-2397
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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 1. Changes in Control of Registrant.
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On July 8, 1996, Public Storage, Inc. ("PSI"), a California
corporation, a general partner of PS Partners VIII, Ltd., a California
Limited Partnership (the "Partnership"), commenced an Offer to Purchase
up to 15,825 of the 52,751 outstanding Units in the Partnership (the
"Units") at a purchase price of $320 per Unit. The Offer to Purchase
expired on August 19, 1996. At the expiration of the Offer to Purchase,
6,537 Units, representing 12.4% of the outstanding Units, had been
validly tendered and were accepted for purchase by PSI.
As a result of the Offer to Purchase, as of August 19, 1996, PSI
beneficially owns 28,008 Units, representing 53.1% of the outstanding
Units. PSI expended approximately $2,140,000 to consummate the Offer to
Purchase, including related fees and expenses. These funds were
obtained from PSI's working capital.
PSI, which currently beneficially owns 53.1% of the outstanding
Units, is in a position to control all voting decisions with respect
to the Partnership, such as the timing of the liquidation of the
Partnership, a sale of all of the Partnership's properties, or a
merger or other extraordinary transaction. This voting power could
(i) prevent other Unitholders from taking action they desired but that
PSI opposed and (ii) enable PSI to take action desired by PSI but
opposed by other Unitholders.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 27, 1996 PS Partners VIII, Ltd.,
a California Limited Partnership
By: Public Storage, Inc.
General Partner
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
