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As filed with the Securities and Exchange Commission on March 5, 1997
Registration No. 333-22665
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________
PUBLIC STORAGE, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
95-3551121 6798
(I.R.S. Employer (Primary Standard Industrial
Identification No.) Classification Code Number)
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<S> <C>
701 Western Avenue, Suite 200 HUGH W. HORNE
Glendale, California 91201-2397 Public Storage, Inc.
(818) 244-8080 701 Western Avenue, Suite 200
(Address, including zip code, and Glendale, California 91201-2397
telephone number, including area code, (818) 244-8080
of registrant's principal executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
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______________
Copies to:
DAVID GOLDBERG, ESQ.
Public Storage, Inc.
701 Western Avenue, Suite 200
Glendale, California 91201-2397
______________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
______________
If the only securities being registered on this Form are being offered in
connection with the formation of a holding company, check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Amount Offering Maximum Maximum
to be Price Aggregate Amount of
Title of Each Class of Securities to be Registered Registered Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value per share 3,570,962 shares(1) (1) (1) $34,795(1)(2)
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(1) This Registration Statement relates to (a) the proposed merger of Public
Storage Properties XIV, Inc. ("PSP14") into the Registrant and the
conversion of shares of common stock of PSP14 into either cash (as to up to
20% of the outstanding shares of common stock series A of PSP14) or common
stock of the Registrant and (b) the proposed merger of Public Storage
Properties XV, Inc. ("PSP15") into the Registrant and the conversion of
shares of common stock of PSP15 into either cash (as to up to 20% of the
outstanding shares of common stock series A of PSP15) or common stock of the
Registrant. At the mergers, there will be a maximum of (a) 2,263,218 shares
of common stock series A, 232,762 shares of common stock series B and
659,494 shares of common stock series C, of PSP14 outstanding and (b)
2,136,885 shares of common stock series A, 232,762 shares of common stock
series B and 659,494 shares of common stock series C, of PSP15 outstanding.
The closing price of the common stock series A of PSP14 on the American
Stock Exchange on February 26, 1997 was $21.125 per share and the book value
of the common stock series B and C of PSP14 at September 30, 1996 was $11.66
per share. The closing price of the common stock series A of PSP15 on the
American Stock Exchange on February 26, 1997 was $21.375 per share and the
book value of the common stock series B and C of PSP15 at September 30, 1996
was $12.25 per share. The maximum number of shares of Registrant to be
issued in the mergers is 3,570,962. The exact number of shares of common
stock of the Registrant to be issued in the mergers cannot be determined at
this time.
(2) Calculated in accordance with rule 457(f)(1) and (f)(2) under the Securities
Act of 1933. $13,714 of the registration fee was previously paid in
connection with PSP14's preliminary proxy materials and $21,081 of the
registration fee was previously paid in connection with the initial filing
of the registration statement on March 3, 1997.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California, on the 5th day of March, 1997.
PUBLIC STORAGE, INC.
By: B. WAYNE HUGHES
--------------------------------------
B. Wayne Hughes, Chairman of the Board
Each person whose signature appears below hereby authorizes B. Wayne Hughes
and Harvey Lenkin, and each of them, as attorney-in-fact, to sign on his behalf,
individually and in each capacity stated below, any amendment, including post-
effective amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
B. WAYNE HUGHES Chairman of the Board, Chief Executive March 5, 1997
_____________________ Officer and Director (principal executive
B. Wayne Hughes officer)
HARVEY LENKIN President and Director March 5, 1997
_____________________
Harvey Lenkin
JOHN REYES Senior Vice President and Chief March 5, 1997
_____________________ Financial Officer (principal financial
John Reyes officer and principal accounting officer)
ROBERT J. ABERNETHY Director March 5, 1997
_____________________
Robert J. Abernethy
DANN V. ANGELOFF Director March 5, 1997
_____________________
Dann V. Angeloff
WILLIAM C. BAKER Director March 5, 1997
__________________
William C. Baker
URI P. HARKHAM Director March 5, 1997
________________
Uri P. Harkham
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