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 23, 1996
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Partners Preferred Yield II, Inc.
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(Exact name of registrant as specified in its charter)
California 1-10926 95-4325984
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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 December 23, 1996, Registrant was merged into Public Storage,
Inc. ("PSI") pursuant to an Agreement and Plan of Reorganization dated
as of August 15, 1996. In the merger, (a) the Registrant's outstanding
Common Stock Series A (3,130,103 shares) was converted as follows:
441,503 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 (2,688,600 shares) was converted into an aggregate of approximately
(i) 1,558,000 shares of PSI common stock (at the rate of 0.766 shares of
PSI common stock for each share of the Registrant's Common Stock Series
A) and (ii) $12,823,711 in cash (at the rate of $19.54 per share of the
Registrant's Common Stock Series A); and (b) the Registrant's
outstanding Common Stock Series B (420,875 shares), Common Stock
Series C (247,574 shares) and Common Stock Series D (163,036 shares)
was converted as follows: 336,700 shares of the Registrant's Common
Stock Series B, 198,059 shares of the Registrant's Common Stock Series C
and 130,428.8 shares of the Registrant's Common Stock Series D owned by
PSI were cancelled, and the balance of the Registrant's Common Stock
Series B (84,175 shares), Common Stock Series C (49,515 shares) and
Common Stock Series D (32,607.2 shares) was converted into an aggregate
of 80,155 shares of PSI common stock (at the rate of 0.482 shares of
PSI common stock for each share of the Registrant's Common Stock
Series B, Common Stock Series C and Common Stock Series D). The amounts
set forth above exclude, in each case, a liquidating cash distribution
of $.90 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, Partners Preferred Yield, Inc. and
Partners Preferred Yield III, Inc. dated as of
August 15, 1996. Filed with PSI's registration
statement on Form S-4 (File No. 333-14161) 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.
PARTNERS PREFERRED YIELD II, INC.
By: /S/ HARVEY LENKIN
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Harvey Lenkin
President
Date: December 23, 1996
