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) January 19, 1999
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PS Partners II, Ltd.
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(Exact name of registrant as specified in its charter)
California 0-11981 95-3878680
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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 5. Other Events
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PS Partners II, Ltd. (the "Partnership") has entered into an Agreement
and Plan of Reorganization by and among Public Storage, Inc. ("PSI"), PS
Partners II Merger Co., Inc. and the Partnership, dated as of January 19, 1999
(the "Agreement and Plan of Reorganization"). Under the Agreement and Plan of
Reorganization, each of the Partnership units held by the public limited
partners will be converted into the right to receive a value of $697 in PSI
common stock or, at the limited partner's election, in cash. The Agreement and
Plan of Reorganization is filed as Exhibit 2 hereto and is incorporated herein
by this reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
(2) Agreement and Plan of Reorganization by and among Public Storage,
Inc., PS Partners II Merger Co., Inc. and PS Partners II, Ltd. dated as of
January 19, 1999.
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.
PS PARTNERS II, LTD.
By: PUBLIC STORAGE, INC.,
General Partner
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
Date: January 21, 1999