UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Partners Preferred Yield II, Inc.
(Name of Issuer)
Common Stock Series A
(Title of Class of Securities)
702127 10 1
(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)
May 14, 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. 702127 10 1
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
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
397,303
8 Shared Voting Power
N/A
9 Sole Dispositive Power
397,303
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
397,303
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
12.66%
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 3, 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 Partners
Preferred Yield II, Inc., a California corporation (the "Issuer"), is
amended by this Amendment No. 2 as set forth below. Defined terms
that are not defined herein have the meanings assigned to those terms
in the Schedule 13D.
Item 1. Security and Issuer
The address of the principal executive office of the Issuer
is 701 Western Avenue, Suite 200, Glendale, California 91201-2397.
Item 2. Identity and Background
The address of the Reporting Person's principal executive
office is 701 Western Avenue, Suite 200, Glendale, California
91201-2397.
Item 3. Source and Amount of Funds or Other Consideration
The 118,200 Series A Shares acquired by the Reporting Person
(as of May 14, 1996) other than in the Merger were purchased for an
aggregate cost (including commissions) of approximately $1,871,924,
with funds obtained from the Reporting Person's working capital.
Item 5. Interest in Securities of the Issuer
As of May 14, 1996, the Reporting Person beneficially owned
397,303 Series A Shares, representing approximately 12.66% of the
3,138,603 Series A Shares outstanding. The Reporting Person has the
sole power to vote and the sole power to dispose of all of these
shares.
During the period commencing April 8, 1996 (i.e., after the
date of the last transaction reported in the Schedule 13D) and ending
May 14, 1996, the Reporting Person engaged in the following
acquisitions of Series A Shares at the following prices (not including
commissions):
No. of Price
Series A Type per
Transaction Shares of Series A
Date Bought Transaction Share
----------- -------- ----------- --------
4/08/96 1,000 open market $16.50
4/09/96 1,200 open market $16.25
4/11/96 1,100 open market $16.875
4/11/96 100 open market $16.625
4/12/96 1,200 open market $16.875
4/16/96 1,100 open market $17.00
4/18/96 600 open market $16.625
4/19/96 100 open market $16.625
4/22/96 600 open market $16.625
4/23/96 1,100 open market $16.625
4/24/96 1,100 open market $16.375
4/25/96 1,100 open market $16.25
4/29/96 4,500 open market $16.625
4/29/96 600 open market $16.375
4/30/96 1,100 open market $16.625
5/01/96 1,100 open market $16.625
5/02/96 1,100 open market $16.625
5/03/96 400 open market $16.75
5/03/96 700 open market $16.625
5/06/96 800 open market $16.75
5/07/96 3,000 open market $16.50
5/07/96 800 open market $16.75
5/08/96 800 open market $16.875
5/09/96 3,800 open market $16.625
5/10/96 800 open market $16.875
5/13/96 1,000 open market $16.50
5/14/96 1,000 open market $16.875
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: May 22, 1996 PUBLIC STORAGE, INC.
By: /s/ DAVID GOLDBERG
-------------------------
David Goldberg
Senior Vice President and
General Counsel
