UNITED STATES
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): May 1, 2007
PUBLIC STORAGE, INC.
(Exact Name of Registrant as Specified in its Charter)
California 1-8389 95-3551121
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
701 Western Avenue, Glendale, California 91201-2349
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(Address of Principal Executive Offices) (Zip Code)
(818) 244-8080
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
X Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencements communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
As disclosed in our Proxy Statement for our 2007 Annual Meeting of
Shareholders, our board of directors has unanimously approved a proposal to
reorganize Public Storage from a California corporation into a Maryland real
estate investment trust. Subject to shareholder approval, the reorganization
will be accomplished through the merger of Public Storage, Inc., a California
corporation (the "Corporation"), with and into Public Storage, a Maryland real
estate investment trust and wholly owned subsidiary of the Corporation that will
be the survivor of the merger (the "Trust"). Following the reorganization, the
board of directors of the Corporation will serve as the board of trustees of the
Trust.
We intend to make the following corporate governance changes in
connection with the reorganization:
1) Cumulative voting. The bylaws of the Corporation permit cumulative
voting for the election of directors, subject to certain notice requirements.
The Declaration of Trust (the "Declaration") of the Trust currently does not
permit cumulative voting. We intend to amend the Declaration of the Trust to
permit cumulative voting for the election of directors, consistent with Maryland
law.
2) Special Meetings of Shareholders. The bylaws of the Corporation
provide for special meetings of the shareholders to be called at any time by the
board, the chairman of the board, the president, or by the holders of not less
than 10% of the shares entitled to vote at the meeting. The bylaws of the Trust
provide for special meetings of the shareholders to be called at any time by the
board or trustees, or by the chairman of the board, or by the president, or by
one or more shareholders holding shares in the aggregate entitled to cast not
less than a majority of the votes at the meeting. We intend to amend the bylaws
of the Trust to reduce the threshold for shareholders to call a special meeting
to not less than 20% of the shares entitled to vote at the meeting.
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.
Date: May 1, 2007
PUBLIC STORAGE, INC.
By: /s/ Stephanie Heim
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Stephanie Heim
Vice President