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) December 5, 1996
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Public Storage Properties XV, Inc.
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(Exact name of registrant as specified in its charter)
California 1-10837 95-4300885
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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 December 5, 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 XV, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Vice President and
General Counsel
Date: December 5, 1996
Joint News Release
Public Storage Properties XV, Inc.
Public Storage, Inc.
701 Western Avenue
P.O. Box 25050
Glendale, CA 91221-5050
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For Release: Immediately
Date: December 5, 1996
Contact: Mr. Harvey Lenkin
(818) 244-8080
GLENDALE, California--Public Storage Properties XV, Inc. (AMEX:PSQ) and
Public Storage, Inc. (NYSE:PSA) announced today that the corporations
had agreed, subject to certain conditions, to merge. In the merger,
PSQ would be merged with and into PSA, and each outstanding share of
PSQ's Common Stock Series A would be converted, at the election of the
shareholders of PSQ, into either shares of PSA Common Stock or, with
respect to up to 20% of the PSQ Common Stock, $21.99 in cash. This
dollar amount has been based on PSQ's estimated net asset value (the
appraised value of PSQ's real estate assets as of October 31, 1996 and
the estimated book value of PSQ's other net assets as of March 1997).
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 PSQ's
shareholders' meeting. In the event of the merger, additional
distributions would be made to shareholders of PSQ to cause PSQ'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 March
1997. If additional distributions are required in order to satisfy
PSQ'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 distributions. The merger is
conditioned on, among other requirements, approval by PSA's board
of directors, receipt of a satisfactory fairness opinion by PSQ and
approval by the shareholders of PSQ. It is expected that any merger
would close during the first half of 1997.
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