UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
November 11, 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)
PS Orangeco, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [X]
b. [ ]
3 SEC Use Only
4 Source of Funds*
OO
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
964,000
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)
5.996%
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)
Public Storage, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [X]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
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
-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*
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*
N/A
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
N/A
8 Shared Voting Power
964,000 (see footnote 1 below)
9 Sole Dispositive Power
N/A
10 Shared Dispositive Power
964,000 (see footnote 1 below)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
964,000 (see footnote 1 below)
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
5.996%
14 Type of Reporting Person*
IN
(1) Shares held of record by PS Orangeco, Inc.
* 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 and Amendment No. 2 dated September 4,
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. 3 (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, PS Orangeco, Inc. ("Orangeco")
and B. Wayne Hughes (collectively, the "Reporting Persons").
Orangeco is a corporation organized under the laws of California. The
voting common stock of Orangeco (representing approximately 5% of the equity) is
owned one-third each by B. Wayne Hughes, Tamara Hughes Gustavson (formerly
Tamara L. Hughes) and B. Wayne Hughes, Jr., and the non-voting preferred stock
of Orangeco (representing approximately 95% of the equity) is owned by PSI.
Orangeco's principal business is to sell to the general public, including
mini-warehouse tenants, a variety of items such as locks and boxes to assist in
the moving and storage of goods. The principal executive offices of Orangeco are
located at 701 Western Avenue, Glendale, California 91201-2397.
The directors and officers of Orangeco are listed below. Each person's
address is the same as the address of Orangeco listed above.
Name Position with Orangeco
---- ----------------------
B. Wayne Hughes President, Chief Executive Officer and Director
John Reyes Vice President and Chief Financial Officer
Obren B. Gerich Vice President and Director
Alan Grossman Vice President
Harvey Lenkin Vice President and Director
Marvin M. Lotz Vice President
Carl B. Phelps Vice President
A. Timothy Scott Vice President
David Goldberg Vice President
Sarah Hass Secretary
All of the foregoing persons are citizens of the United States.
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 the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any executive officer, director or
person controlling any Reporting Person, 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.
<PAGE>
Item 3. Source and Amount of Funds or Other Compensation
Item 3 of the Schedule 13D is supplemented as follows:
On November 11, 1998, PSI transferred to Orangeco 964,000 Shares for an
aggregate price equal to PSI's cost for such Shares of $22,820,248. The purchase
price was paid by Orangeco's delivering to PSI a purchase money note which is
payable on demand and bears interest at 5% per annum.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is supplemented as follows:
On November 12, 1998, PSI and the Issuer entered into an Agreement and
Plan of Merger among the Issuer, PSI and Newco Merger Subsidiary, Inc., a
subsidiary of PSI ("PSI Sub"), dated as of November 12, 1998 (the "Merger
Agreement"). Under the Merger Agreement, PSI Sub would be merged into the
Issuer, and each Share of the Issuer would be exchanged for 0.86 shares of PSI's
common stock. This exchange ratio implies an enterprise value for the Issuer
of approximately $600 million, including the assumption of approximately $192
million of indebtedness. Upon the effectiveness of the merger, PSI's board of
directors would be expanded by one seat and Mr. Daniel C. Staton, the Issuer's
Chairman of the Board, would be elected as a new member of PSI's board of
directors. The merger has been structured as a tax free transaction. The
transaction is expected to be completed in the first quarter of 1999. The
transaction is subject to the approval of the shareholders of the Issuer and
customary regulatory approvals and other conditions. For further information
regarding the merger, see the Merger Agreement which is referenced as Exhibit 2
hereto and is incorporated herein by this reference and PSI's and the Issuer's
joint press release dated November 12, 1998 which is referenced as Exhibit 3
hereto and is incorporated herein by this reference.
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, (i) PSI did not beneficially own
any Shares, (ii) Orangeco beneficially owned 964,000 Shares, which constitute
approximately 5.996% of the total number of Shares outstanding and (iii) B.
Wayne Hughes did not beneficially own any Shares, exclusive of the Shares held
of record by Orangeco.
(b) Orangeco and B. Wayne Hughes have shared power to vote and shared
power to dispose of all of the 964,000 Shares owned by Orangeco.
(c) On November 11, 1998, PSI transferred to Orangeco 964,000 Shares for
an aggregate price of $22,820,248.
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.
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Joint Filing Agreement. Filed herewith.
Exhibit 2 - Agreement and Plan of Merger by and among the Issuer,
PSI and Newco Merger Subsidiary, Inc. dated as of
November 12, 1998. Filed with the Issuer's Current
Report on Form 8-K dated November 12, 1998 and
incorporated herein by reference.
Exhibit 3 - PSI's and the Issuer's joint press release dated
November 12, 1998. Filed with the Issuer's Current
Report on Form 8-K dated November 12, 1998 and
incorporated herein by reference.
<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: November 13, 1998
PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President and
General Counsel
PS ORANGECO, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Vice President
/S/ B. WAYNE HUGHES
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B. Wayne Hughes
EXHIBIT 1
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. 3 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 13th day of November, 1998.
PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
--------------------------
David Goldberg
Senior Vice President and
General Counsel
PS ORANGECO, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Vice President
/S/ B. WAYNE HUGHES
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B. Wayne Hughes
