<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333-
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
STORAGE TRUST REALTY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 43-1689825
(STATE OF ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION
NUMBER)
2407 RANGELINE STREET MICHAEL G. BURNAM COPY TO:
COLUMBIA, MISSOURI 65202 2407 RANGELINE STREET EDWARD J. SCHNEIDMAN
(573) 499-4799 COLUMBIA, MISSOURI 65202 MAYER, BROWN & PLATT
(ADDRESS, INCLUDING ZIP (573) 499-4799 190 SOUTH LASALLE STREET
CODE, AND CHICAGO, ILLINOIS 60603
TELEPHONE NUMBER, (NAME, ADDRESS, INCLUDING
INCLUDING AREA CODE, OF ZIP CODE, AND TELEPHONE
REGISTRANT'S PRINCIPAL NUMBER, INCLUDING AREA
EXECUTIVE OFFICES) CODE, OF AGENT FOR
SERVICE)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-1576
-------------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
-------------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT AGGREGATE PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PER SECURITY OFFERING PRICE REGISTRATION
SECURITY TO BE REGISTERED REGISTERED (1) (1) FEE
- - ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest, par value $0.01 per
share........................... (2) (2) $15,000,000 $5,173
</TABLE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
(1) Estimated solely for purposes of determining the registration fee.
(2) In no event will the aggregate initial price of Common Shares of
Beneficial Interest registered under this registration statement exceed
$15,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies including European Currency Units.
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Reg. No. 333-1576) filed by Storage Trust Realty (the "Company")
with the Securities and Exchange Commission (the "Commission") on February 21,
1996, as amended by the Amendment No. 1 to Registration Statement on Form S-3
filed by the Company with the Commission on April 10, 1996, which was declared
effective by the Commission on April 11, 1996, is incorporated herein by
reference.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF COLUMBIA, STATE OF MISSOURI ON JUNE 6, 1996.
STORAGE TRUST REALTY
/s/ Michael G. Burnam
By___________________________________
Michael G. Burnam
Its: Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JUNE 6, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Michael G. Burnam Chief Executive Officer and Trustee
___________________________________________ (Principal Executive Officer)
Michael G. Burnam
/s/ Stephen M. Dulle Chief Financial Officer
___________________________________________ (Principal Accounting and Financial
Stephen M. Dulle Officer)
/s/ Gordon Burnam Chairman of the Board of Trustees
___________________________________________
Gordon Burnam
/s/ P. Crimson Burnam Chief Operating Officer and Trustee
___________________________________________
P. Crismon Burnam
/s/ Blake Eagle Trustee
___________________________________________
Blake Eagle
/s/ Randall K. Rowe Trustee
___________________________________________
Randall K. Rowe
/s/ Daniel C. Staton Trustee
___________________________________________
Daniel C. Staton
Trustee
___________________________________________
Fredrick W. Petri
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
4.1 Second Amended and Restated Declaration of Trust of the Registrant
(Incorporated by reference to exhibit 3.5 to Registration Statement
No. 33-83016).
4.2 Amended and Restated By-laws of the Registrant (Incorporated by
reference to exhibit 3.4 to Registration Statement No. 33-83016).
4.3 Amended and Restated Agreement of Limited Partnership of Storage Trust
Properties, L.P. (Incorporated by reference to exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994)
4.4 Form of Common Share Certificate (Incorporated by reference to exhibit
4.1 to Registration Statement No. 33-83016)
5.1 Opinion of Mayer, Brown & Platt
23.1 Consent of Ernst & Young, LLP
23.3 Consent of Mayer, Brown & Platt (Included in the opinion filed as
Exhibit 5.1 to this Registration Statement)
</TABLE>
II-2
<PAGE>
EXHIBIT 5.1
June 6, 1996
The Board of Trustees
Storage Trust Realty
2407 Rangeline Street
Columbia, Missouri 65202
Ladies and Gentlemen:
We have acted as special counsel to Storage Trust Realty, a Maryland real
estate investment trust (the "Company"), in connection with the preparation of
the Registration Statement on Form S-3, to which this opinion is filed as an
exhibit (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering common shares of
beneficial interest, $.01 par value per share (the "Common Shares") of the
Company having an aggregate initial offering price of up to $15,000,000. The
issuance of the Common Shares to be issued by the Company from time to time
will be approved by the Board of Trustees of the Company or a committee
thereof as part of the trust action taken and to be taken in connection with
the authorization of the issuance of the Common Shares (the "Trust
Proceedings").
As special counsel to the Company, we have examined originals or copies
certified or otherwise identified to our satisfaction of the Company's Second
Amended and Restated Declaration of Trust and Amended and Restated Bylaws,
resolutions of the Company's Board of Trustees, and such other Company
records, instruments, certificates and documents and such questions of law as
we considered necessary to enable us to express this opinion. As to certain
facts material to our opinion, we have relied, to the extent we deem such
reliance proper, upon certificates of public officials and officers of the
Company. In rendering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to
us as copies.
Based upon and subject to the foregoing and to the assumptions, limitations
and conditions set forth herein, we are of the opinion that:
(1) when the Registration Statement has become effective under the Act, and
upon the completion of all Trust Proceedings relating to the Common Shares and
the due execution, countersignature and delivery of certificates representing
the Common Shares, the Common Shares, when paid for and issued in accordance
with the resolutions of the Board of Trustees of the Company authorizing their
issuance, will be duly authorized, validly issued, fully paid and
nonassessable.
Our opinion with respect to nonassessability of the Common Shares does not
pertain to the potential liability of shareholders of a real estate investment
trust for debts and liabilities of the Company. Section 5-350 of the Courts
and Judicial Proceedings Article of the Annotated Code of Maryland provides
that a shareholder of a real estate investment trust is not personally liable
for the obligations of the real estate investment trust. The Company's Second
Amended and Restated Declaration of Trust provides that the shareholders shall
not be personally or individually liable in any manner whatsoever for any
debt, act, omission or obligation incurred by the Company or the trustees,
that the shareholders shall not be liable to assessment and that the trustees
shall have no power to bind the shareholders personally. The Second Amended
and Restated Declaration of Trust further provides that the Company shall,
with certain limited exceptions, indemnify and hold harmless
<PAGE>
The Board of Trustees
Storage Trust Realty
June 6, 1996
Page 2
shareholders against all claims and liabilities and related reasonable
expenses to which they become subject by virtue of their status as current or
former shareholders. In addition, we have been advised that the Company has a
policy of inserting a clause in its business, management and other contracts
that provides that shareholders shall not be personally liable thereunder.
Accordingly, no personal liability should attach to the Company's shareholders
for contract claims under any contract containing such a clause where adequate
notice is given. However, with respect to tort claims, contract claims where
shareholder liability is not so negated, claims for taxes and certain
statutory liability, the shareholders may, in some jurisdictions, be
personally liable for such claims and liabilities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "LEGAL
MATTERS."
Very truly yours,
Mayer, Brown & Platt
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333-1576) and related Prospectus of
Storage Trust Realty for the registration of common shares and common share
warrants with an aggregate initial price not to exceed $75,000,000 and to the
incorporation by reference therein, and in (i) the Registration Statement
(Form S-3) filed pursuant to Rule 462(b) under the Securities Act of 1933 on
June 6, 1996 relating to the Registration Statement (Form S-3, No. 333-1576)
and (ii) the Registration Statement (Form S-8, No. 33-92764), of (1) our
report dated January 24, 1996, except for Note 9, as to which the date is
March 5, 1996, with respect to the consolidated and combined financial
statements of Storage Trust Realty incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1995 and the related
financial statement schedule included therein filed with the Securities and
Exchange Commission and (2) our report dated May 31, 1996, with respect to the
Historical Summaries of Combined Gross Revenue and Direct Operating Expenses
included in the Current Report on Form 8-K of Storage Trust Realty dated May
24, 1996 filed with the Securities and Exchange Commission.
Ernst & Young LLP
Chicago, Illinois
June 6, 1996
