UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
STORAGE TRUST REALTY
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(Name of Issuer)
Common Shares of Beneficial Interest, $0.01 Par Value
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(Title of Class of Securities)
861909109
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(CUSIP Number)
David Goldberg, 701 Western Avenue, Glendale, California 91201-2397
818/244-8080, ext. 529
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 28, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 861909109
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Public Storage, Inc.
95-3551121
2 Check the Appropriate Box if a Member of a Group*
a. [X]
b. [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
964,000
8 Shared Voting Power
N/A
9 Sole Dispositive Power
964,00
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting Person
964,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
5.998%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 861909109
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
B. Wayne Hughes
2 Check the Appropriate Box if a Member of a Group*
a. [X]
b. [ ]
3 SEC Use Only
4 Source of Funds*
PF, BK
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D dated July 30, 1998 (the "Schedule 13D")
filed by Public Storage, Inc. ("PSI"), relating to the Common Shares of
Beneficial Interest, $0.01 par value (the "Shares"), of Storage Trust Realty, a
Maryland real estate investment trust (the "Issuer"), is amended by this
Amendment No. 1 (the "Amendment") as set forth below. Defined terms that are not
defined herein have the meanings assigned to those terms in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is supplemented as follows:
This Amendment is being filed by PSI and B. Wayne Hughes (collectively,
the "Reporting Persons").
B. Wayne Hughes, a United States citizen, is Chairman of the Board and
Chief Executive Officer of PSI. He is the father of B. Wayne Hughes, Jr., an
officer and director of PSI, and of Tamara L. Hughes, a Vice President-
Administration of PSI. Members of the Hughes family own an aggregate of
approximately 30% in value of all outstanding classes of stock of PSI. Mr.
Hughes' business address is 701 Western Avenue, Glendale, California 91201-2397.
Because of the relationship between the Reporting Persons, the Reporting
Persons may be deemed a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934.
During the last five years, neither of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any executive officer, director or
person controlling PSI, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation
Item 3 of the Schedule 13D is supplemented as follows:
As of the date of this Amendment, B. Wayne Hughes does not own any
Shares. All funds to be used for his purchase of Shares, if any, are expected to
be obtained from his personal funds or from borrowings under his existing line
of credit with a commercial bank.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is supplemented as follows:
By letter dated August 24, 1998 Issuer confirmed in writing its board's
refusal to allow PSI to increase its ownership of Shares. On August 28, 1998,
PSI withdrew its August 3 merger proposal effective as of September 4, 1998,
unless accepted by the Issuer's board before that date, but PSI stated as
follows: "We would appreciate the opportunity to participate in the process
being set up by Merrill Lynch to evaluate proposals for your company. Depending
on market conditions and other factors, we may or may not submit a bid in that
process."
Copies of Issuer's letter dated August 24 and PSI's letter dated August
28 are attached to this Statement as Exhibits 4 and 5, respectively.
As of the date of this Amendment, B. Wayne Hughes does not own any
Shares. Mr. Hughes may, at any time, consistent with his obligations under the
federal securities laws and other limitations, determine to acquire Shares and
thereafter increase or decrease his ownership of Shares through purchases or
sales of Shares in the open market or in privately-negotiated transactions.
Such determination will depend on various factors, including the Issuer's
business prospects, other developments concerning the Issuer, general economic
conditions, money and stock market conditions, and any other facts and
circumstances which may become known regarding an investment in the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is supplemented as follows:
(a) As of the date of this Amendment, PSI owned 964,000 Shares, which
constitute approximately 5.998% of the total number of Shares outstanding. As of
the date of this Amendment, to the best of PSI's knowledge, PSI would not be
treated as the owner of any other Shares under Section 542(a)(2) of the Internal
Revenue Code of 1986, as amended (the "Code"), either directly or constructively
through the application of Section 544 of the Code, as modified by Section
856(h)(1)(B) of the Code (the "REIT Ownership Test").
As of the date of this Amendment, B. Wayne Hughes did not own any
Shares. As of the date of this Amendment, to the best of Mr. Hughes' knowledge,
neither Mr. Hughes nor members of the Hughes family would be treated as the
owner of any Shares under the REIT Ownership Test, except for the Hughes
family's approximate 30% indirect interest in the Shares held by PSI.
(b) PSI has the sole power to vote and the sole power to dispose of all
of the 964,000 Shares owned by it.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 of the Schedule 13D is supplemented as follows:
Except as disclosed herein, to the best knowledge of the Reporting
Persons, there are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons or between the
Reporting Persons and any other person with respect to any securities of Issuer,
including but not limited to, transfer or voting of any of the securities of
Issuer, finder's fees, partnerships, joint ventures, other entities, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over securities of
Issuer. The Reporting Persons intend, from time to time, to consult with each
other as to the Shares owned by each.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Letter from PSI to Issuer dated June 10, 1998. Previously
filed.
Exhibit 2 - Letter from Issuer to PSI dated June 18, 1998. Previously
filed.
Exhibit 3 - Letter from PSI to Issuer dated August 3, 1998. Previously
filed.
Exhibit 4 - Letter from Issuer to PSI dated August 24, 1998. Filed
herewith.
Exhibit 5 - Letter from PSI to Issuer dated August 28, 1998. Filed
herewith.
Exhibit 6 - Joint Filing Agreement. Filed herewith.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 31, 1998
PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President and
General Counsel
/S/ B. WAYNE HUGHES
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B. Wayne Hughes
EXHIBIT 4
STORAGE TRUST
2407 RANGELINE
P.O. BOX 459
COLUMBIA, MO 65205
573-499-4799
FAX 573-442-5554
E-MAIL WWW.STORAGETRUST.COM
NYSE SYMBOL SEA
August 24, 1998
Mr. B. Wayne Hughes
Chairman and CEO
Public Storage, Inc.
201 Western Avenue, Suite 200
Glendale, California 91201-2397
Dear Wayne,
The Board of Trustees (the "Board") of Storage Trust Realty met today and
considered further your request in your letter of August 3, 1998 that the Board
provide Public Storage, Inc. a waiver of the ownership limit set forth in our
Declaration of Trust. As you are aware, Article 3 of the Declaration of Trust
limits the number of common shares that may be owned beneficially by any person
to 6.0% of the outstanding common shares. The Board has reviewed your request
carefully and has determined not to provide a waiver for Public Storage, Inc. to
increase its beneficial ownership above 6.0%.
Sincerely yours,
/S/ DANIEL C. STATON
Daniel C. Staton
Chairman
EXHIBIT 5
PUBLIC STORAGE, INC.
701 WESTERN AVENUE, SUITE 200
GLENDALE, CALIFORNIA 91201-2397
TEL: (818) 244-8080
August 28, 1998
By Telecopier and Federal Express
Daniel C. Staton
Chairman
Storage Trust Realty
312 Walnut Street, Suite 1151
Cincinnati, OH 45202
Dear Dan:
This responds to your August 24, 1998 letter. We are disappointed that your
board has refused to waive the application of your "Ownership Limit" to allow
Public Storage to acquire up to 9.99% of your shares. Open market purchases by
Public Storage at the current market price would provide additional liquidity
for your shareholders.
Since it appears that it will be difficult to reach an agreement on price,
please be advised that our August 3, 1998 offer is withdrawn as of September 4,
1998, unless accepted by your board before that date.
We would appreciate the opportunity to participate in the process being set up
by Merrill Lynch to evaluate proposals for your company. Depending on market
conditions and other factors, we may or may not submit a bid in that process.
Please call me if you would like to discuss this matter.
Very truly yours,
/S/ B. WAYNE HUGHES
B. Wayne Hughes
Chairman and CEO
cc: Mr. Michael G. Burman
CEO
EXHIBIT 6
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of Amendment No. 1 to Statement on Schedule 13D (including amendments thereto)
with respect to the common shares of beneficial interest of Storage Trust Realty
and further agree that this agreement be included as an exhibit to such filing.
Each party to this agreement expressly authorizes each other party to file on
its behalf any and all amendments to such Statement.
In evidence whereof, the undersigned have caused this Agreement to be
executed on their behalf this 31st day of August, 1998.
PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President and
General Counsel
/S/ B. WAYNE HUGHES
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B. Wayne Hughes
