PUBLIC STORAGE PROPERTIES XX INC
8-K, 1998-02-19
REAL ESTATE INVESTMENT TRUSTS
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                      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)   February 13, 1998
                                                        -------------------

                     Public Storage Properties XX, Inc.
                    ------------------------------------
            (Exact name of registrant as specified in its charter)

         California                   1-10850           95-4300893
         ----------                   -------           ----------
      (State or other juris-        (Commission       (IRS Employer
      diction of incorporation)     File Number)    Identification No.)

      701 Western Avenue, Glendale, California             91203-1241
      -------------------------------------------------    ----------
          (Address of principal executive office)          (Zip Code)

      Registrant's telephone number, including area code  (818) 244-8080
                                                          --------------

                                   N/A
                                  -----
        (Former name or former address, if changed since last report)

   Item 5.   Other Events
             ------------

             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
             ---------------------------------

             (a)  Financial Statements.

                  None.

             (b)  Exhibits.

                  (1) Registrant's press release dated February 13, 1998.

   <PAGE>

                               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 XX, INC.


                                    By: /S/ DAVID GOLDBERG
                                        -------------------
                                        David Goldberg
                                        Vice President

   Date:  February 18, 1998



Joint News Release

Public Storage Properties XX, Inc.
Public Storage, Inc.
701 Western Avenue
P.O. Box 25050
Glendale, CA 91221-5050
- ------------------------------------------------------------------------------

                                       For Release:     Immediately
                                       Date:            February 13, 1998
                                       Contact:         Mr. Harvey Lenkin
                                                        (818) 244-8080


GLENDALE,  California--Public  Storage Properties XX, Inc. (AMEX:PSZ) and Public
Storage,  Inc.  (NYSE:PSA)  announced  today that the  corporations  had agreed,
subject to certain conditions, to merge. In the merger, PSZ would be merged with
and into PSA, and each outstanding share of PSZ's Common Stock Series A would be
converted, at the election of the shareholders of PSZ, into either shares of PSA
Common  Stock or, with respect to up to 20% of the PSZ Common  Stock,  $22.57 in
cash.  This dollar amount has been based on PSZ's estimated net asset value (the
appraised  value of PSZ's  real  estate  assets  as of  October  1, 1997 and the
estimated book value of PSZ's other net assets as of April 1998).  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 PSZ's shareholders'  meeting.  The number of shares of
PSA's Common Stock  issued in the merger and the amount  receivable  upon a cash
election will be reduced by the amount of cash distributions required to be paid
to PSZ's  shareholders  by PSZ  prior to  completion  of the  merger in order to
satisfy PSZ's REIT distribution requirements.  Additional distributions would be
made to  shareholders  of PSZ to cause PSZ's estimated net asset value as of the
effective date of the merger to be substantially equivalent to $22.57 per share.
The merger is conditioned on, among other requirements,  approval by PSA's board
of directors,  receipt of a satisfactory fairness opinion by PSZ and approval by
the  shareholders  of PSZ. It is expected that any merger would close during the
first half of 1998.

                                       ###




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