UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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)
June 24, 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
485,360
8 Shared Voting Power
N/A
9 Sole Dispositive Power
484,825
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
485,360
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
22.58%
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 (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. 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 320,200 Series A Shares acquired by the Reporting Person
(as of June 24, 1996) other than in the Merger were purchased for an
aggregate cost (including fees and commissions) of approximately
$5,721,751, 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 5. Interest in Securities of the Issuer
As of June 24, 1996, the Reporting Person beneficially owned
485,360 Series A Shares, representing approximately 22.58% of the
2,149,885 Series A Shares outstanding. The Reporting Person has the
sole power to vote all of these shares, has the sole power to dispose
of 484,825 of those shares, and has no power to dispose of 535 of
these shares.
During the 60-day period ended June 24, 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
----------- -------- ----------- --------
4/26/96 300 open market $18.25
4/26/96 100 open market $18.125
4/29/96 400 open market $18.125
4/30/96 400 open market $18.125
5/01/96 100 open market $18.25
5/02/96 400 open market $18.25
5/03/96 400 open market $18.125
5/07/96 500 open market $18.25
5/08/96 500 open market $18.125
5/10/96 400 open market $18.375
5/10/96 100 open market $18.125
5/13/96 300 open market $18.25
5/14/96 500 open market $18.25
5/15/96 500 open market $18.375
5/16/96 400 open market $18.25
5/17/96 500 open market $18.25
5/20/96 400 open market $18.25
5/21/96 400 open market $18.125
5/22/96 400 open market $18.25
5/23/96 400 open market $18.125
5/24/96 200 open market $18.25
5/28/96 400 open market $18.50
5/29/96 400 open market $18.25
5/30/96 100 open market $18.25
5/31/96 300 open market $18.25
6/03/96 3,900 open market $18.375
6/04/96 200 open market $18.375
6/05/96 400 open market $18.625
6/06/96 400 open market $18.625
6/07/96 400 open market $18.50
6/10/96 400 open market $18.50
6/11/96 300 open market $18.50
6/12/96 100 open market $18.50
6/14/96 200 open market $18.50
6/17/96 400 open market $18.50
6/18/96 400 open market $18.50
6/19/96 400 open market $18.50
6/20/96 200 open market $18.375
6/21/96 300 open market $18.375
6/24/96 2,900 open market $18.625
<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: July 2, 1996 PUBLIC STORAGE, INC.
By: /s/ SARAH HASS
-------------------------
Sarah Hass
Vice President