PS BUSINESS PARKS INC/CA
8-K, 1998-10-13
REAL ESTATE INVESTMENT TRUSTS
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                       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 30, 1998





                             PS BUSINESS PARKS, INC.
             (Exact name of registrant as specified in its charter)


     California                      1-10709                        95-4300881
     ----------                      -------                        ----------
(State or Other Jurisdiction  (Commission File Number)          I.R.S. Employer
   of Incorporation)                                      Identification Number)


              701 Western Avenue, Glendale, California 91201-2397
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (818) 244-8080
                                                    --------------
          


                                       N/A
                                       ---
          (Former name or former address, if changed since last report)



<PAGE>

Item 5.  Acquisition or Disposition of Assets

         During the period June 11, 1998 through September 30, 1998, PS Business
         Parks,  Inc.  (the  "Company"  or  "PSB"),   through  its  consolidated
         partnerships,  acquired 4 commercial properties located in Virginia and
         Maryland,  containing  approximately  468,000 net rentable square feet,
         and  approximately  7.2 acres of vacant  land in Texas at an  aggregate
         purchase  price of  approximately  $38.6  million.  The  Company is not
         affiliated  with the sellers  and the  purchase  price was  established
         through  arm's length  negotiation.  The Company  obtained the funds to
         acquire the facilities from its equity offerings in May, 1998.

         The  following  table  provides  certain  information   concerning  the
         facilities acquired:

<TABLE>
<CAPTION>
                                                      Date of                      Purchase        Net Rentable    Occupancy at
            Location                Seller         Acquisition  Property Type      Price        Square Footage     Closing
            --------                ------         -----------  -------------     ------------- --------------    ------------
           <S>                     <C>              <C>         <C>              <C>               <C>                <C> 
            Sterling, Virginia     D&R Immobilien    6/11/98    Industrial &      $3,577,000(1)     47,200             100%
                                   Verwaltung                   Office
                                   GMBH & Co.
                                   Holding KG
         

            Sterling, Virginia     D&R Immobilien    6/11/98    Industrial &       3,746,000(2)     48,900             100%
                                   Verwaltung                   Office
                                   GMBH & Co.
                                   Holding KG
         

            Lorton, Virginia       First and         6/17/98    Industrial &      21,820,000(3)    246,500              94%
                                   Second Gunston               Office
                                   L.P.
         

            Landover, Maryland     8700 SD
                                   Corporation       9/30/98    Industrial &       8,472,000(4)    125,500              98%
                                                                Office           --------------    -------              --- 
                                                                
         

            Subtotal -
            operating                                                             37,615,000       468,100              96%
            facilities
         

            Vacant land -           Pequot, L.C.     9/28/98
               Irving, Texas
               (approx. 7.2                                                          996,000             -
               acres)                                                            --------------    -------              
         

            Totals                                                               $38,611,000       468,100
                                                                                 ==============    =======
</TABLE>
         --------------------
         Notes to Purchase Price:
         (1) Acquired for cash of $1,864,000  and the  assumption of an existing
             mortgage payable $1,713,000.
         (2) Acquired for cash of $1,782,000  and the  assumption of an existing
             mortgage payable $1,964,000.
         (3) Acquired for cash of $10,049,000  and the assumption of an existing
             mortgage payable $11,771,000.
         (4) Acquired for cash.


                                       2
<PAGE>
Item 7. Financial Statements and Exhibits

         (a)(iii) Financial Statements specified by Rule 3.14 of Regulation S-X
                  -------------------------------------------------------------

                  It is  impracticable  to  provide  at the time of filing  this
                  Report  on Form  8-K any of the  financial  statements  or the
                  additional  information  specified by Rule 3-14 of  Regulation
                  S-X as  required  by  Item  7(a)(3).  The  required  financial
                  information  and  additional  information  will  be  filed  by
                  amendment within 45 days of the date of filing of this Report.

          (b)     Pro forma Consolidated Financial Statements

                  It is  impracticable  to  provide  at the time of filing  this
                  Report on Form 8-K any of the pro forma financial  information
                  required  pursuant to Article 11 of Regulation S-X as required
                  by Item 7(b)(1).  The required pro forma  information  will be
                  filed by  amendment  within  45 days of the date of  filing of
                  this Report.

                                       3
<PAGE>

                                   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 BUSINESS PARKS, INC.


Date:  October 13, 1998                     By: /s/ Jack Corrigan
                                                ------------------
                                                Jack Corrigan
                                                Vice President and 
                                                  Chief Financial Officer



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