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) June 20, 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 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 June 20, 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.
PUBLIC STORAGE PROPERTIES XII, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Vice President and
General Counsel
Date: June 25, 1996
Joint News Release
Public Storage Properties XII, Inc.
Public Storage, Inc.
701 Western Avenue
P.O. Box 25050
Glendale, CA 91221-5050
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For Release: Immediately
Date: June 20, 1996
Contact: Mr. Harvey Lenkin
(818) 244-8080
GLENDALE, California--Public Storage Properties XII, Inc. (AMEX:PSN)
and Public Storage, Inc. (NYSE:PSA) announced today that the
corporations had agreed, subject to certain conditions, to merge. In
the merger, PSN would be merged with and into PSA, and each outstanding
share of PSN's Common Stock Series A would be converted, at the
election of the shareholders of PSN, into either shares of PSA Common
Stock or, with respect to up to 20% of the PSN Common Stock, $22.34 in
cash. This dollar amount has been based on PSN's estimated net asset
value as of September 30, 1996 (the appraised value of PSN's real
estate assets and the estimated book value of PSN'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 PSN's
shareholders' meeting. In the event of the merger, pre-merger cash
distributions would be made to shareholders of PSN to cause PSN'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
September 30, 1996. If additional cash distributions are required in
order to satisfy PSN'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,
receipt of a satisfactory fairness opinion by PSN and approval by the
shareholders of PSN. It is expected that any merger would close in
September or October of 1996.
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