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) August 15, 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 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 August 15, 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.
PARTNERS PREFERRED YIELD II, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Vice President and
General Counsel
Date: August 16, 1996
Joint News Release
Partners Preferred Yield II, Inc.
Public Storage, Inc.
701 Western Avenue
P.O. Box 25050
Glendale, CA 91221-5050
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For Release: Immediately
Date: August 15, 1996
Contact: Mr. Harvey Lenkin
(818) 244-8080
GLENDALE, California--Partners Preferred Yield II, Inc. (AMEX:PYB) and
Public Storage, Inc. (NYSE:PSA) announced today that the corporations
had agreed, subject to certain conditions, to merge. In the merger, PYB
would be merged with and into PSA, and each outstanding share of PYB's
Common Stock Series A would be converted, at the election of the
shareholders of PYB, into either shares of PSA Common Stock or, with
respect to up to 20% of the PYB Common Stock, $20.39 in cash. This
dollar amount has been based on PYB's estimated net asset value (the
appraised value of PYB's real estate assets as of June 30, 1996 and the
estimated book value of PYB's other net assets as of December 31, 1996).
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 PYB's
shareholders' meeting. In the event of the merger, additional
distributions would be made to shareholders of PYB to cause PYB'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 December
31, 1996. If additional distributions are required in order to satisfy
PYB'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, receipt of a satisfactory
fairness opinion by PYB and approval by the shareholders of PYB. It is
expected that any merger would close in December 1996.
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