Rule 424(b)(2)
File Nos. 33-49696 and 33-64971
Public Storage, Inc.
Supplement Dated March 28, 1996 to
Prospectus Dated December 27, 1995
The Company is hereby offering to sell 58,955 shares of convertible
Preferred Stock (collectively, the "Stock") to State Street Bank and Trust
Company, as trustee for Ameritech Pension Trust, pursuant to the Prospectus
dated December 27, 1995, as supplemented herein, in exchange for the limited
partnership interests in Diversified Storage Fund and Diversified Storage
Fund II, partnerships in which affiliates of the Company are the general
partners.
The Stock (i) in preference to the holders of shares of the Common
Stock and any other capital stock ranking junior to the Stock, as to payment
of dividends, provides for dividends of $1,916,037.50 per quarter, (ii) is
convertible at the option of the holder at any time at a rate of 35.014
shares of Common Stock for each share of Stock (the "Conversion Rate") into
an aggregate of 2,064,250 shares of Common Stock (the "Conversion Shares"),
subject to the Company's right to pay cash, in lieu of issuing Conversion
Shares and (iii) will automatically convert into Conversion Shares at the
Conversion Rate on December 31, 1999, subject to the Company's right to pay
cash, in lieu of issuing Conversion Shares. The amount of cash payable in
lieu of issuing Conversion Shares (the "Conversion Price") would be the
value of the Conversion Shares, based upon the average daily closing price
during the 45 day period ending seven days prior to conversion. Not less
than 5,000 Shares of Stock may be converted at any one time. The number of
Conversion Shares issuable, or the Conversion Price payable, upon conversion
is subject to increase if there are accumulated unpaid dividends on the
Stock.
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, the holders of the Stock will be entitled to
receive out of the Company's assets available for distribution to
shareholders, before any distribution of assets is made to holders of Common
Stock or any other shares of capital stock ranking as to such distributions
junior to the Stock, a liquidation preference equal to the greater of (i)
$58,955,000, plus all accrued and unpaid dividends and (ii) the Conversion
Price (computed as though the Stock was being converted at the time of
liquidation).
The Stock has the same voting rights, on a share for share basis, as
the Common Stock and the approval of a majority of the outstanding shares of
the Stock, voting separately as a class, is required for any amendment to
the Articles of Incorporation that adversely affects the Stock. In
addition, if the equivalent of six quarterly dividends payable on the Stock
or any other series of preferred stock are in default (whether or not
declared or consecutive), holders of the Stock (voting as a class with all
other series of preferred stock) will be entitled to elect two additional
directors until all dividends in default have been paid or declared and set
apart for payment.
