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) December 10, 1998
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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, 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 December 10, 1998, Public Storage, Inc. ("PSI"), through a
wholly-owned subsidiary, acquired all of the 23,954 units of limited partnership
interest ("Units") in PS Partners VIII, Ltd., a California Limited Partnership
(the "Partnership") that were not previously owned by PSI. PSI's acquisition of
the 23,954 Units was accomplished through the merger of PS Partners VIII Merger
Co., Inc., a wholly-owned, second tier subsidiary of PSI, into the Partnership.
In the merger, the 23,954 Units were converted into an aggregate of
approximately (i) 258,016 shares of PSI common stock (at the rate of 16.927
shares of PSI common stock per Unit) and (ii) $3,912,586 in cash (at the rate of
$449 per Unit). The amounts set forth above exclude, in each case, a cash
distribution of $13.87 per Unit (such cash distribution was paid on all of the
52,751 Units in the Partnership). As a result of the merger, (i) PSI, through a
wholly-owned subsidiary, owns all of the 52,751 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 VIII Merger Co., Inc. and PS Partners VIII, Ltd., a California
Limited Partnership dated as of September 28, 1998. Filed as Exhibit 2 to the
Partnership's Current Report on Form 8-K dated September 28, 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 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
Date: December 17, 1998
