-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KEAHzVArokPMYVeOppC923Z8WumrThbN50jL6AL+jECR2yfKRrSmRBLneXMLj/P4 JyHQKYQVt6/BM97+rNPX/Q== 0000928385-96-000435.txt : 19960503 0000928385-96-000435.hdr.sgml : 19960503 ACCESSION NUMBER: 0000928385-96-000435 CONFORMED SUBMISSION TYPE: PREN14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960510 FILED AS OF DATE: 19960501 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALCOR COLONIAL STORAGE INCOME FUND 86 CENTRAL INDEX KEY: 0000795748 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 363435425 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15639 FILM NUMBER: 96554995 BUSINESS ADDRESS: STREET 1: 4381 GREEN OAKS BLVD WEST STREET 2: SUITE 100 CITY: ARLINGTON STATE: TX ZIP: 76016 BUSINESS PHONE: 817-561-0100 MAIL ADDRESS: STREET 1: 4381 GREEN OAKS BLVD WEST STREET 2: SUITE 100 CITY: ARLINGTON STATE: TX ZIP: 76016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE INC /CA CENTRAL INDEX KEY: 0000318380 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953551121 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREN14A BUSINESS ADDRESS: STREET 1: 600 N BRAND BLVD STREET 2: SUITE 300 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8182448080 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 PREN14A 1 PRELIMINARY PROXY STATEMENT [Public Storage Letterhead] [Date] Re: Balcor/Colonial Storage Income Fund-86 -------------------------------------- Dear Limited Partner: In a proxy statement dated May __, 1996, the General Partners of Balcor/Colonial Storage Income Fund-86 (the "Partnership") solicited your approval of the sale of all the Partnership's properties (the "Properties") to Storage Trust Properties, L.P. ("Storage Trust") for $67.1 million (the "Proposed Sale"). We are writing to urge you to VOTE AGAINST THE PROPOSED SALE./1/ Public Storage, Inc. (the "Company"), a real estate investment trust, is the largest owner and operator of mini-warehouses in the United States. The Company's securities are publicly traded on the New York Stock Exchange. We currently own 20,166.678 (7.8%) of the limited partnership interests (the "Interests") in the Partnership which we have purchased starting last September at prices ranging from $200 to $240 per Interest. Also, we are currently offering to purchase an additional 77,000 Interests at $240 per Interest (the "Offer") pursuant to an Offer to Purchase dated April 15, 1996, which we have disseminated to Limited Partners of the Partnership (the "Offer to Purchase"). This letter supplements and should be read in conjunction with the Offer to Purchase. We have reviewed the Proposed Sale and intend to vote our Interests against the transaction. We urge you to do likewise. WE BELIEVE THAT THE PROPERTIES CAN CONTINUE TO BE MANAGED FOR IMPROVED PERFORMANCE AND THAT NOW IS NOT THE BEST TIME TO SELL THE PROPERTIES. As the largest owner and operator of mini-warehouse facilities in the country, the Company has significant experience and understanding in the operation of and market for mini-warehouses. IN OUR VIEW, NOW IS NOT THE BEST TIME TO SELL THE PROPERTIES. - ------------------ /1/ The Partnership's proxy statement provides detailed information on the Proposed Sale, as well as other information about the Partnership. Limited Partner May __, 1996 Page 2 Over the last four years, the performance of the Properties has steadily improved. For example, the Partnership's rental income has increased from $6.8 million to $8.8 million during the 1991-95 period. Net income has improved from $2.4 million to $4.3 million during the same period. Despite recent increases in the development of mini-warehouses, the Company believes that the financial performance of the Properties should be able to continue to improve, although perhaps not necessarily at the rate of improvement experienced in prior years. If such improvements continue, the value of the Properties should be expected to increase. We believe a number of advantages should arise from the continued operation of the Partnership. Limited partners should continue to receive regular quarterly distributions of net cash flow arising from operations. Based on its own experience and its belief that market conditions will continue to improve for mini-warehouses, the Company believes that the level of the Partnership's distributions to Limited Partners may improve. Furthermore, continuing the Partnership's operations affords Limited Partners with the opportunity to participate in any future appreciation of the Properties. In this regard, the Company is seeking to renew discussions regarding acquisition of the Partnership's property manager. Although there can there be no assurance that any such discussions will take place, the Company believes that both its experience and size provide a reasonable basis in support of our belief that the Company could improve the operating results of the Properties. Furthermore, the Company anticipates that within 18 months it will submit a proposal for liquidation of the Partnership. WE BELIEVE THAT LIMITED PARTNERS WHO DESIRE LIQUIDITY HAVE A REASONABLE ALTERNATIVE UNDER OUR OFFER TO PURCHASE The General Partners have estimated that the Proposed Sale (together with the distributable cash in the Partnership) would result in a liquidating distribution to the Limited Partners of $254-257 per Interest, after deducting professional fees, commissions and dissolution expenses -- BUT ONLY IF THE PROPOSED SALE IS CONSUMMATED. The Proposed Sale is conditioned on approval by holders of a majority of the Interests and, as indicated above, we intend to vote our Interests against the transaction. Accordingly, there is no assurance that the Proposed Sale will be consummated. Limited Partner May__, 1996 Page 3 For those Limited Partners who desire to liquidate their Interests at this time, we believe our Offer to Purchase, currently due to expire on May 14, 1996, provides a reasonable alternative to the Proposed Sale and may be the only opportunity for Limited Partners to liquidate their Interests at this time. The Company is offering to purchase up to 77,000 Interests (approximately 32.5% of the Interests exclusive of Interests we already own) at $240 per Interest. It is our intent to accept for purchase all Interests validly tendered up to 77,000 following the termination of our offer on May 14, 1996. If more than 77,000 Interests are validly tendered, we will accept only 77,000 Interests, with such Interests purchased pro rata on the basis described in the Offer to Purchase under the heading "The Offer -- Proration of Interests, Acceptance for Payment and Payment for Interests." While there obviously can be no assurance, we believe we will be able to purchase all Interests properly tendered. Limited Partner May__, 1996 Page 4 YOUR VOTE IS IMPORTANT. PLEASE VOTE AGAINST THE PROPOSED SALE ON THE FORM OF PROXY PROVIDED TO YOU BY THE GENERAL PARTNERS. PLEASE DO NOT SEND US YOUR PROXY. We thank you for your consideration and prompt attention to this matter. Very truly yours, Public Storage, Inc. By: --------------------------- Harvey Lenkin, President - ------------------------------------------------------------------------------- IF YOU HAVE ANY QUESTIONS ABOUT THIS LETTER, THE PROPOSED SALE OR OUR OFFER TO PURCHASE, PLEASE CALL OUR SOLICITING AGENT, THE WEIL COMPANY, AT (800) 478-2605 OR PUBLIC STORAGE, INC., INVESTOR SERVICES DEPARTMENT AT (800) 421-2856 OR (818) 244-8080. - ------------------------------------------------------------------------------- NOTE: THIS SOLICITATION IS BEING MADE ON BEHALF OF THE COMPANY AND NOT THE GENERAL PARTNERS OF THE PARTNERSHIP. THE COST OF THIS SOLICITATION (ESTIMATED TO BE APPROXIMATELY $10,000) IS BEING BORNE ENTIRELY BY THE COMPANY. IN ADDITION, REGULAR OFFICERS AND OTHER EMPLOYEES OF THE COMPANY, WITHOUT EXTRA REMUNERATION, MAY SOLICIT YOUR VOTE BY PERSONAL INTERVIEW, TELEPHONE, TELEGRAPH OR OTHERWISE. THE OFFER TO PURCHASE DESCRIBES OUR FEES, EXPENSES AND SOLICITING ARRANGEMENTS WITH REGARD TO THE OFFER. THIS LETTER IS FIRST BEING MAILED TO LIMITED PARTNERS ON OR ABOUT MAY __, 1996. -----END PRIVACY-ENHANCED MESSAGE-----