UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Public Storage Properties XIX, Inc.
(Name of Issuer)
Common Stock Series A
(Title of Class of Securities)
74462D 10 7
(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)
April 9, 1997
(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. 74462D 10 7
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
646,796
8 Shared Voting Power
N/A
9 Sole Dispositive Power
646,145
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
646,796
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
21.39%
14 Type of Reporting Person*
CO
The Statement on Schedule 13D dated November 16, 1995, as
amended and restated by Amendment No. 1 dated November 30, 1995 and
Amendment No. 2 dated March 26, 1996 and amended by Amendment No. 3
dated July 12, 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 XIX, Inc., a California
corporation (the "Issuer"), is amended by this Amendment No. 4 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 353,425 Series A Shares acquired by the Reporting Person
(as of April 9, 1997) 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
$4,745,289, 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 April 9, 1997 (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, $16.72 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 $16.72, 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 (estimated at $.35 per share) 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 $16.72 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 March 17, 1997 (based
on an independent appraisal) and the interest of the Series A
Shareholders in the estimated net asset value of its other assets at
June 30, 1997. Additional distributions would be made to the Series A
Shareholders to cause the Issuer's estimated net asset value allocable
to the Series A Shareholders as of the date of the merger to be
substantially equivalent to $16.72 per share. Upon the merger, each
share of the Issuer's Common Stock Series B and Common Stock Series C
would be converted (or deemed to be converted) into the right to receive
$1.41 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 $1.41 per share and (ii) any
Required REIT Distributions payable to the holders of the Issuer's
Common Stock Series B (estimated at $.35 per share). There are
1,085,690 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 April 9, 1997, the Reporting Person beneficially owned
646,796 Series A Shares, representing approximately 21.39% of the
3,023,371 Series A Shares outstanding. The Reporting Person has the
sole power to vote all of these shares, has the sole power to dispose
of 646,145 of those shares, and has no power to dispose of 651 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
April 9, 1997 by and among the Reporting Person, the Issuer, Public
Storage Properties XVI, Inc., Public Storage Properties XVII, Inc. and
Public Storage Properties XVIII, Inc. (incorporated by reference from
Exhibit 5 to Amendment No. 9 to Schedule 13D filed by the Reporting
Person relating to the beneficial ownership of securities issued by
Public Storage Properties XVI, Inc.)
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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: April 17, 1997 PUBLIC STORAGE, INC.
By: /s/ SARAH HASS
-------------------------
Sarah Hass
Vice President
