UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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)
September 4, 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, as amended by
Amendment No. 1 dated August 28, 1998 (the "Schedule 13D") filed by Public
Storage, Inc. ("PSI") and B. Wayne Hughes, 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. 2 as set forth below. Defined terms that are not defined herein
have the meanings assigned to those terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is supplemented as follows:
Issuer sent PSI a letter dated September 4, 1998 and PSI sent Issuer a
letter dated September 4, 1998, copies of which are attached to this Statement
as Exhibits 7 and 8, respectively.
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. Previously
filed.
Exhibit 5 - Letter from PSI to Issuer dated August 28, 1998. Previously
filed.
Exhibit 6 - Joint Filing Agreement. Previously filed.
Exhibit 7 - Letter from Issuer to PSI dated September 4, 1998. Filed
herewith.
Exhibit 8 - Letter from PSI to Issuer dated September 4, 1998. Filed
herewith.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 8, 1998
PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
-----------------------------
David Goldberg
Senior Vice President and
General Counsel
/S/ B. WAYNE HUGHES
---------------------------------
B. Wayne Hughes
EXHIBIT 7
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
September 4, 1998
Public Storage, Inc.
701 Western Avenue, Suite 200
Glendale, California 91201-2397
Attention: B. Wayne Hughes
Chairman and Chief Executive Officer
Ladies and Gentlemen:
On behalf of the Board of Trustees of Storage Trust Realty (the "Company"),
I would like to thank you for your continued interest in the Company. Your
interest further confirms our belief in the unique value inherent in the Company
and what the Company has accomplished over the years. As I indicated to you in
our meeting on August 18, 1998 and was further confirmed in the various
subsequent discussions, including the meeting between our respective chief
financial officers on August 26, 1998, we remain interested in discussing Public
Storage, Inc.'s ("Public Storage") interest in the Company. The Company would
like to continue those conversations and stands ready to provide you with
additional information you may require to enable Public Storage to provide
greater specificity about any proposed transaction. We would like to schedule a
meeting with you early next week as your schedule permits. Please contact us to
arrange such a meeting. While your indication of interest does include a price
and indicates your willingness to utilize cash, Public Storage common stock, or
some combination thereof, as the consideration to our shareholders, it does not
address many issues that the Board of Trustees regards as relevant to the
current situation and material to its decision process. Specifically, the
following information would be most helpful:
* the proposed structure of the transaction;
* the consideration to be used and sources of funding of any cash portion
thereof;
* any material terms and conditions of your proposal;
* timing of the proposed transaction;
* opportunities for employees; and
* any further due diligence requirements.
While the Company remains interested in discussing a possible transaction
with Public Storage and is willing to commit resources in order to explore such
possibilities, you should be aware that the Company has been approached by other
parties and is in receipt of alternative proposals that the Board of Trustees
may conclude are in the best interests of the Company and its shareholders. The
Board of Trustees would like the opportunity to continue its discussions with
Public Storage and hopes that you will quickly be in a position to present our
Board of Trustees with a more definitive and specific proposal to consider.
Sincerely,
/S/ DANIEL C. STATON
Daniel C. Staton, Chairman
EXHIBIT 8
PUBLIC STORAGE, INC.
701 WESTERN AVENUE, SUITE 200
GLENDALE, CALIFORNIA 91201-2397
TEL: (818) 244-8080
September 4, 1998
By Telecopier and Regular Mail
Daniel C. Staton
Chairman
Storage Trust Realty
312 Walnut Street, Suite 1151
Cincinnati, OH 45202
Dear Dan:
Thank you for your September 4, 1998 letter. Although it is not explicit, we
assume your board has rejected our August 3, 1998 proposal.
We would be pleased to address any questions you may have, including the
matters raised in your letter. However, I see no purpose in doing so until we
resolve the issue of price, which your letter does not address. Be assured
that we have sufficient liquidity to promptly complete an all cash purchase of
your company without any financing contingency.
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. Burnam
CEO
