PS BUSINESS PARKS INC/CA
8-K, 1999-01-13
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) December 31, 1998





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


         CALIFORNIA                     1-10709              95-4300881
         ----------                     -------              ----------
       (State or Other          (Commission File Number)   (I.R.S. Employer
Jurisdiction 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.  OTHER EVENTS

During the period  November 4, 1998 through  January 6, 1999, PS Business Parks,
Inc.  (the  "Company"),  through  its  consolidated  partnerships,  acquired  14
properties  in Texas and  California  for an aggregate  purchase  price of $58.7
million  and two  additional  properties  located in Texas were  proposed  to be
acquired by the Company, through its consolidated partnerships, for an aggregate
purchase price of approximately $8.3 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
existing cash balance and borrowings of $26.5 million from its unsecured line of
credit  with Wells  Fargo Bank in  addition  to the  assumption  of an  existing
mortgage payable of $8,673,000.

The following  table  provides  certain  information  concerning  the facilities
acquired:

<TABLE>
<CAPTION>
                                                                                              Net Rentable
    Name and                                 Date of                                             Square       Occupancy
    Location               Seller          Acquisition      Property Type     Purchase Price     Footage     at Closing
- -----------------  ----------------------  -----------   -------------------  --------------- ------------   ----------
<S>                <C>                       <C>         <C>                   <C>               <C>           <C> 
Royal Tech 15
  Dallas, Texas    Petula Associates, Ltd.   11/4/98     Industrial & Office   $ 6,880,000(1)     57,088        100%
                                                                                               
Las Plumas         Las Plumas Business
  San Jose,        Center and Patrician                  
  California       Associates, Inc.          12/31/98    Industrial & Office    17,250,000(1)    213,634       83.6%


Ben White 1        CPF Austin Industrial
  Austin, Texas    Associates L.P.           12/31/98    Industrial & Office     4,163,000        54,385        100%
                   
McKalla 3          CPF Austin Industrial
  Austin, Texas    Associates L.P.           12/31/98    Industrial & Office     4,045,000        53,480        100%
                   
McKalla 4          CPF Austin Industrial
  Austin, Texas    Associates L.P.           12/31/98    Industrial & Office     3,517,000        59,600        100%
                   
Ben White 5        CPF Austin Industrial
  Austin, Texas    Associates L.P.           12/31/98    Industrial & Office     3,978,000        54,000        100%
                   
Mopac 6            CPF Austin Industrial
  Austin, Texas    Associates L.P.           12/31/98    Industrial & Office     1,929,000        42,633       71.8%
                   
Rutland 14         CPF Austin Industrial
  Austin, Texas    Associates L.P.           12/31/98    Industrial & Office     2,990,000        61,247       69.3%
                                                                              --------------- ------------   ----------
                                                                                20,622,000(2)    325,345       90.5%
Waterford A
  Austin, Texas    Waterford Sage            1/6/99      Industrial & Office     3,300,000        30,340        100%
                   
McNeil 6
  Austin, Texas    Peterson - Hill #6 L.P.   1/6/99      Industrial & Office     2,412,000        28,364        100%
                   
Rutland 11
  Austin, Texas    Peterson - Hill #6 L.P.   1/6/99      Industrial & Office     1,797,000        39,865        100%
                    
Rutland 12
  Austin, Texas    Peterson - Hill #6 L.P.   1/6/99      Industrial & Office     2,957,000        58,800        100%
                   
Rutland 13
  Austin, Texas    Crow Hicks Ltd.           1/6/99      Industrial & Office     2,593,000        52,389        100%
                   
Rutland 19         BL - Austin 
  Austin, Texas    Industrial Ltd.           1/6/99      Industrial & Office       870,000        21,096        100%
                                                                              --------------- ------------   ----------
                                                                                13,929,000(1)    230,854        100%
Waterford B
  Austin, Texas    Waterford Sage            5/31/99(3)  Industrial & Office     2,028,000        18,195        N/A
                   
Waterford C
  Austin, Texas    Waterford Sage            5/31/99(3)  Industrial & Office     6,318,000        57,164        N/A
                                                                              --------------- ------------   ----------
                                                                                 8,346,000(4)     75,359        N/A
                                                                              --------------- ------------   ----------
Totals                                                                         $67,027,000       902,280       92.7%
                                                                              =============== ============   ==========
</TABLE>
- ------------------
Notes to Table:
(1)   Acquired for cash.
(2)   Acquired  for  cash of  $11,949,000  and  the  assumption  of an  existing
      mortgage payable of $8,673,000.
(3)   Proposed acquisition date.
(4)   To be acquired for cash.

                                       2

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)(3)   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 as soon as practicable and, in any event,  within 60
         days after the required filing date for this Form 8-K.


(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 as soon as
         practicable and, in any event, within 60 days after the required filing
         date for this Form 8-K.

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

                                       4



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