UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Public Storage Properties XV, Inc.
(Name of Issuer)
Common Stock Series A
(Title of Class of Securities)
744615 10 5
(CUSIP Number)
David Goldberg, 701 Western Avenue, Suite 200, Glendale,
California 91201-2397, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 744615 10 5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
WC, BK
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
501,760
8 Shared Voting Power
N/A
9 Sole Dispositive Power
501,225
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
501,760
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
23.48%
14 Type of Reporting Person*
CO
The Statement on Schedule 13D dated November 16, 1995, as
amended and restated by Amendment No. 1 dated April 17, 1996 and
amended by Amendment No. 2 dated June 24, 1996 (the "Schedule 13D")
filed by Public Storage, Inc. (the "Reporting Person"), relating to
the Common Stock Series A, par value $.01 per share (the "Common Stock
Series A" or the "Series A Shares"), of Public Storage Properties XV,
Inc., a California corporation (the "Issuer"), is amended by this
Amendment No. 3 as set forth below. Defined terms that are not
defined herein have the meanings assigned to those terms in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The 336,600 Series A Shares acquired by the Reporting Person
other than in the merger of Public Storage Management, Inc. into the
Reporting Person were purchased for an aggregate cost (including fees
and commissions) of approximately $6,028,108, with funds obtained from
the Reporting Person's working capital or borrowed under the Reporting
Person's Credit Agreement by and among the Reporting Person, Wells Fargo
Bank, National Association, as agent, and the financial institutions
party thereto dated as of May 22, 1995 (incorporated by reference from
the Reporting Person's quarterly report on Form 10-Q for the quarterly
period ended June 30, 1995), all of which borrowings have since been
repaid.
Item 4. Purpose of Transaction
The Reporting Person and the Issuer have entered into an
Agreement and Plan of Reorganization dated as of December 5, 1996 (the
"Merger Agreement") providing for the merger of the Issuer with and
into the Reporting Person, which is subject to certain conditions (as
described below). Upon the merger, each Series A Share (other than
Series A Shares held by the Reporting Person or by holders of Series A
Shares of the Issuer ("Series A Shareholders") who have properly
exercised dissenters' rights under California law ("Dissenting Shares"))
would be converted into the right to receive cash, the Reporting
Person's common stock or a combination of the two, as follows: (i) with
respect to a certain number of Series A Shares (not to exceed 20% of the
Series A Shares, less any Dissenting Shares), upon a shareholder's
election, $21.99 in cash, subject to reduction as described below or
(ii) that number (subject to rounding) of shares of the Reporting
Person's common stock determined by dividing $21.99, subject to
reduction as described below, by the average of the per share closing
prices on the New York Stock Exchange of the Reporting Person's common
stock during the 20 consecutive trading days ending on the fifth trading
day prior to the special meeting of the shareholders of the Issuer. The
consideration paid by the Reporting Person to the Series A Shareholders
in the merger will be reduced by the amount of cash distributions
required to be paid to the Series A Shareholders by the Issuer prior
to completion of the merger in order to satisfy the Issuer's REIT
distribution requirements ("Required REIT Distributions"). The
consideration received by the Series A Shareholders in the merger,
however, along with any Required REIT Distributions, will not be less
than $21.99 per Series A Share, which amount represents the interest of
the Series A Shareholders in the market value of the Issuer's real
estate assets at October 31, 1996 (based on an independent appraisal)
and the interest of the Series A Shareholders in the estimated net asset
value of its other assets at March 1997. Additional distributions would
be made to the Series A Shareholders to cause the Issuer's estimated net
asset value as of the date of the merger to be substantially equivalent
to $21.99 per share. Upon the merger, each share of the Issuer's Common
Stock Series B and Common Stock Series C would be converted into the
right to receive $12.63 in the Reporting Person's common stock (valued
as in the case of the Series A Shares) plus (i) any additional
distributions equal to the amount by which the Issuer's estimated net
asset value allocable to the holders of the Issuer's Common Stock
Series B and Common Stock Series C as of the date of the merger exceeds
$12.63 per share and (ii) any Required REIT Distributions payable to the
holders of the Issuer's Common Stock Series B. There are 892,256 shares
of the Issuer's Common Stock Series B and Common Stock Series C. The
Series A Shares and the shares of the Issuer's Common Stock Series B and
Common Stock Series C held by the Reporting Person will be cancelled in
the merger. The merger is subject to (among other things) approval by
the Issuer's shareholders and the Reporting Person's Board of Directors
and receipt of a satisfactory fairness opinion by the Issuer. The
Reporting Person believes that the conditions to the merger will be
satisfied, although there can be no assurance.
For further information regarding the merger, see the Merger
Agreement which is referenced under Item 7 as Exhibit 5 hereto and is
incorporated herein by this reference.
Item 5. Interest in Securities of the Issuer
As of December 5, 1996, the Reporting Person beneficially
owned 501,760 Series A Shares, representing approximately 23.48% of the
2,136,885 Series A Shares outstanding. The Reporting Person has the
sole power to vote all of these shares, has the sole power to dispose
of 501,225 of those shares, and has no power to dispose of 535 of
these shares.
Item 7. Material to be Filed as Exhibits
(Exhibits 1 through 4 are listed in the Schedule 13D)
Exhibit 5 - Agreement and Plan of Reorganization dated as of
December 5, 1996 by and among the Reporting Person, the Issuer and
Public Storage Properties XIV, Inc. (incorporated by reference from
Exhibit 4 to Amendment No. 3 to Schedule 13D filed by the Reporting
Person relating to the beneficial ownership of securities issued by
Public Storage Properties XIV, Inc.)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: December 13, 1996 PUBLIC STORAGE, INC.
By: /s/ SARAH HASS
-------------------------
Sarah Hass
Vice President
