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) September 16, 1996
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Public Storage Properties XII, Inc.
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(Exact name of registrant as specified in its charter)
California 1-10710 95-4300883
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
701 Western Avenue, Suite 200, 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 2. Acquisition or Disposition of Assets.
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On September 16, 1996, Registrant was merged into Public Storage,
Inc. ("PSI") pursuant to an Agreement and Plan of Reorganization dated
as of June 20, 1996. Prior to the merger, 40,882 shares of the
Registrant's Common Stock Series C (including 32,706 shares owned by
PSI) were cancelled. In the merger, (a) the Registrant's outstanding
Common Stock Series A (1,730,099 shares) was converted as follows:
29,300 shares of the Registrant's Common Stock Series A owned by PSI
were cancelled, and the balance of the Registrant's Common Stock Series
A (1,700,799 shares) was converted into an aggregate of approximately
(i) 1,534,000 shares of PSI common stock (at the rate of 0.993 shares of
PSI common stock for each share of the Registrant's Common Stock Series
A) and (ii) $7,436,657 in cash (at the rate of $21.49 per share of the
Registrant's Common Stock Series A); and (b) the Registrant's
outstanding Common Stock Series B (184,453 shares) and Common Stock
Series C (481,736 shares) was converted as follows: 114,952.4 shares of
the Registrant's Common Stock Series B and 326,228.4 shares of the
Registrant's Common Stock Series C owned by PSI were cancelled, and the
balance of the Registrant's Common Stock Series B (69,500.6 shares) and
Common Stock Series C (155,507.6 shares) was converted into an aggregate
of 187,655 shares of PSI common stock (at the rate of 0.834 shares of
PSI common stock for each share of the Registrant's Common Stock
Series B and Common Stock Series C). The amounts set forth above
exclude, in each case, a liquidating cash distribution of $.94 per share
of the Registrant's Common Stock Series A and Common Stock Series B.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
None.
(b) Exhibits.
(1) Agreement and Plan of Reorganization between
PSI and Registrant dated as of June 20, 1996.
Filed with PSI's registration statement on Form
S-4 (File No. 333-08791) and incorporated
herein by reference.
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.
PUBLIC STORAGE PROPERTIES XII, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Vice President and
General Counsel
Date: September 16, 1996
