UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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)
January 27, 1999
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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.
2 Check the Appropriate Box if a Member of a Group*
a. [X]
b. [ ]
3 SEC Use Only
4 Source of Funds*
00
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)
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*
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
-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, Amendment No. 2 dated September 4, 1998
and Amendment No. 3 dated November 11, 1998, filed by Public Storage, Inc.
("PSI"), PS Orangeco, Inc. ("Orangeco") and B. Wayne Hughes ("Hughes") (the
"Schedule 13D"), 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. 4 (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 3. Source and Amount of Funds or Other Compensation
Item 3 of the Schedule 13D is supplemented as follows:
On January 27, 1999, Orangeco transferred to PSI 964,000 Shares for an
aggregate price of $22,820,248. The purchase price was paid by cancellation of
indebtedness of Orangeco to PSI.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is supplemented as follows:
Issuer's Board of Trustees has granted PSI a waiver from Issuer's
ownership limit to permit PSI to acquire up to 9.8% of the Shares on the terms
and conditions described in Issuer's letter dated January 27, 1999 attached as
Exhibit 1 hereto and 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 January 27, 1999, (i) PSI beneficially owned 964,000 Shares,
which constitute approximately 5.996% of the total number of Shares outstanding,
(ii) Orangeco did not beneficially own any Shares and (iii) B. Wayne Hughes
did not beneficially own any Shares.
(b) PSI has sole power to vote and sole power to dispose of all of the
964,000 Shares it owns.
(c) On January 27, 1999, Orangeco transferred to PSI 964,000 Shares for
an aggregate price of $22,820,248.
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Issuer's letter to PSI dated January 27, 1999. Filed
herewith.
Exhibit 2 - Amendment No. 1 to Agreement and Plan of Merger dated
as of January 19, 1999 by and among the Issuer, PSI,
Newco Merger Subsidiary, Inc. and STR Merger Subsidiary,
Inc. Filed with PSI's Registration Statement No. 333-68543
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: January 27, 1999
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
---------------------------------
B. Wayne Hughes
EXHIBIT 1
STORAGE TRUST REALTY
2407 Rangeline Street
Columbia, Missouri 65202
January 27, 1999
Public Storage, Inc.
701 Western Avenue, Suite 200
Glendale, California 91201
Attention: David Goldberg
Ladies and Gentlemen:
Pursuant to your request and in accordance with Section 12 of Article 3 of
the Storage Trust Realty Second Amended and Restated Declaration of Trust (the
"Charter"), the Board of Trustees of Storage Trust Realty (the "Trust"), at its
meeting on January 18, 1999, has determined to grant to Public Storage, Inc.
("PSI") a waiver from the Ownership Limit (as defined in the Charter) permitting
PSI and its affiliates to acquire and Beneficially Own (as defined in the
Charter) up to 9.8% of the outstanding common shares of beneficial interest, par
value $.01 per share (the "Shares"), of the Trust on the following terms and
conditions.
In the event that the Agreement and Plan of Merger by and among the Trust,
PSI and Newco Merger Subsidiary, Inc., dated as of November 12, 1998, as amended
(the "Merger Agreement"), is terminated, PSI agrees that it will use reasonable
and diligent efforts to promptly sell to one or more unaffiliated parties, in
one or more transactions, all of the Shares that it has acquired and
Beneficially Owns in excess of the Ownership Limit (such Shares herein referred
to as the "Surplus Shares"); provided, however, that PSI is not obligated to
make any sale at a price per share which is less than PSI's cost to acquire the
Shares; provided, further, however, that PSI agrees that all such Surplus Shares
will be sold no later than 30 months following the date of the termination of
the Merger Agreement irrespective of the price per share at which the Shares may
be sold. The period of time from the termination of the Merger Agreement to the
time that PSI Beneficial Ownership of Shares is below the Ownership Limit is
referred to as the Interim Period.
During the Interim Period, neither PSI nor any of its affiliates may
purchase or otherwise acquire any additional Shares. In addition, during the
Interim Period, PSI agrees that it will vote (i) all Surplus Shares that it
Beneficially Owns in accordance with the recommendation of the Board of Trustees
and (ii) all Shares that it Beneficially Owns below the Ownership Limit in its
sole and absolute discretion. With regard to the voting of the Surplus Shares,
at the request of the Trust on at least five days prior notice, PSI agrees to
grant an irrevocable proxy to allow the Trust to vote the Surplus Shares in the
Trust's discretion.
Finally, any violation or attempted violation of the Ownership Limit or
this waiver from the Ownership Limit will result in such Surplus Shares being
considered Excess Shares in accordance with Section 3 of Article 3 of the
Charter.
If the foregoing is acceptable to you, please consent to your agreement
with the foregoing actions by executing this signature page as indicated below.
STORAGE TRUST REALTY
By: /s/ DANIEL C. STATON
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Name: Daniel C. Staton
Title: Chairman
Accepted and agreed to as of
the date first written above:
PUBLIC STORAGE, INC.
By: /s/ HARVEY LENKIN
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Name: Harvey Lenkin
Title: President
cc: Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Attention: Edward J. Schneidman
