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) April 11, 1997
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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, 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 April 11, 1997, Registrant was merged into Public Storage,
Inc. ("PSI") pursuant to an Agreement and Plan of Reorganization dated
as of December 5, 1996. In the merger, (a) the Registrant's outstanding
Common Stock Series A (2,136,885 shares) was converted as follows:
501,225 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 (1,635,660 shares) was converted into an aggregate of approximately
(i) 907,000 shares of PSI common stock (at the rate of 0.750 shares
of PSI common stock for each share of the Registrant's Common Stock
Series A) and (ii) $9,222,947 in cash (at the rate of $21.58 per share
of the Registrant's Common Stock Series A); and (b) the Registrant's
outstanding Common Stock Series B (232,762 shares) and Common Stock
Series C (659,494 shares) was converted as follows: 138,655 shares
of the Registrant's Common Stock Series B and 416,079 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 (94,107 shares)
and Common Stock Series C (243,415 shares) was converted into an
aggregate of 150,535 shares of PSI common stock (at the rate of 0.446
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 $.65 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 among PSI,
Registrant and Public Storage Properties XIV, Inc.
dated as of December 5, 1996. Filed with PSI's
registration statement on Form S-4 (File No.
333-22665) and incorporated herein by reference.
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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/ OBREN B. GERICH
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Obren B. Gerich
Vice President
Date: April 18, 1997
