Partners Preferred Yield II Inc. announces merger.

GLENDALE, Calif.--(BUSINESS WIRE)--Aug. 15, 1996--Partners Preferred Yield II Inc. (AMEX:PYB) and Public Storage Inc. (NYSE:PSA) on Thursday announced that the corporations have 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 shareholders of PYB, into either shares of PSA common stock or, with respect to up to 20 percent 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 Dec. 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 Dec. 31, 1996.

If additional distributions are required 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. -0-

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CONTACT: Partners Preferred Yield II Inc., Glendale

Public Storage Inc., Glendale

Harvey Lenkin, 818/244-8080