SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 4, 1996
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Storage Properties, Inc.
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(Exact name of registrant as specified in its charter)
California 1-10609 95-4209511
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
600 North Brand Boulevard, Glendale, California 91203-1241
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (818) 244-8080
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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Registrant and Public Storage, Inc., a New York Stock Exchange
listed REIT, have agreed, subject to certain conditions, to merge.
Attached is Registrant's press release describing the proposed
transaction and which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements.
None.
(b) Exhibits.
(1) Registrant's press release dated March 4, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
STORAGE PROPERTIES, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Vice President and
General Counsel
Date: March 4, 1996
Joint News Release
Public Storage, Inc.
Storage Properties, Inc.
600 North Brand Boulevard
P.O. Box 25039
Glendale, CA 91203-5039
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For Release: Immediately
Date: March 4, 1996
Contact: Mr. Harvey Lenkin
(818) 244-8080
GLENDALE, California--Storage Properties, Inc. (AMEX:STG) and Public
Storage, Inc. (NYSE:PSA) announced today that the corporations had
agreed, subject to certain conditions, to merge. In the merger, STG
would be merged with and into PSA, and each outstanding share of STG's
Common Stock (3,348,167 shares) would be converted, at the election of
the shareholders of STG, into either shares of PSA Common Stock, or
with respect to up to 20% of the STG Common Stock, $7.31 in cash. This
dollar amount has been based on STG's estimated net asset value as of
June 30, 1996 (the appraised value of STG's real estate assets and the
estimated book value of STG's other net assets). The number of shares
of PSA Common Stock will be based on dividing this same dollar amount
by the average of the per-share closing prices on the New York Stock
Exchange for a specified period prior to STG's shareholders' meeting.
In the event of the merger, pre-merger cash distributions would be made
to shareholders of STG to cause STG's estimated net asset value as of
the effective date of the merger to be substantially equivalent to its
estimated net asset value as of June 30, 1996. If additional cash
distributions are required in order to satisfy STG's real estate
investment trust distribution requirements, the number of shares of
PSA's Common Stock issued in the merger and the amount receivable upon
a cash election would be reduced on a pro rata basis in an aggregate
amount equal to such additional distributions. The merger is
conditioned on, among other requirements, approval by PSA's board of
directors, receipt of a satisfactory fairness opinion by STG and
approval by the shareholders of STG. It is expected that any merger
would close in June or July of 1996.
PSA owns approximately 4 percent of the capital stock of STG.
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