<PAGE> 1
As filed with the Securities and Exchange Commission on November 7, 1996
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------------------
Storage Trust Realty
(Exact Name of Registrant as Specified in its Charter)
Maryland 43-1689825
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2407 Rangeline Street
Columbia, Missouri 65202
(Address of Principal Executive Offices) (Zip Code)
Storage Trust Realty
1994 Share Option Plan
(Full Title of the Plan)
Michael G. Burnam
2407 Rangeline Street
Columbia, Missouri 65202
(Name and Address of Agent For Service)
(573) 499-4799
(Telephone Number, Including Area Code, of Agent For Service)
-----------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
<CAPTION>
PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED<F1> PRICE PER SHARE<F2> PRICE<F2> FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest ($.01 per share par value) 200,000 shares $23.125 $4,625,000 $1,402
- ----------------------------------------------------------------------------------------------------------------------------------
Total 200,000 shares $4,625,000 $1,402
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<FN>
<F1> The Storage Trust Realty 1994 Share Option Plan was amended on May 8,
1996 to increase the number of Common Shares of Beneficial Interest
which may be subject to options by 200,000 Common Shares of Beneficial
Interest, from 530,000 shares to 730,000 shares. Registration
Statement on Form S-8 (File No. 33-92764) registering the 530,000
Common Shares of Beneficial Interest subject to options prior to the
amendment was filed on May 26, 1995.
<F2> Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), computed on the basis of the average of
the high and low prices of the Registrant's Common Shares of
Beneficial Interest as reported on The New York Stock Exchange
on November 4, 1996.
</TABLE>
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<PAGE> 2
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Storage Trust Realty (the "Registrant") is registering securities of the
same class as other securities for which a Registration Statement filed on
Form S-8 relating to the Storage Trust Realty 1994 Share Option Plan is
effective, and the contents of that Registration Statement (File No.
33-92764) are incorporated in this Registration Statement by reference.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
II-1
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Storage Trust Realty, a
Maryland real estate investment trust, and each of the undersigned Trustees
and officers of Storage Trust Realty hereby constitutes and appoints Gordon
Burnam, Michael G. Burnam, P. Crismon Burnam and Stephen M. Dulle as its or
his true and lawful attorneys-in-fact and agents, for it or him and in its or
his name, place and stead, in any and all capacities, with full power to act
alone, to sign any and all amendments to this Registration Statement, and to
file each such amendment to this Registration Statement with all exhibits
thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform any and all acts and things requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as it or
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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 the
7th day of November, 1996.
STORAGE TRUST REALTY
By: /s/ MICHAEL G. BURNAM
---------------------------
Michael G. Burnam
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 7th day of November, 1996.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/s/ GORDON BURNAM Chairman of the Board of Trustees
- ---------------------------------------------
Gordon Burnam
/s/ MICHAEL G. BURNAM
- --------------------------------------------- Trustee and Chief Executive Officer
Michael G. Burnam (Principal Executive Officer)
/s/ P. CRISMON BURNAM Trustee and Chief Operating Officer
- ---------------------------------------------
P. Crismon Burnam
/s/ STEPHEN M. DULLE
- --------------------------------------------- Chief Financial Officer (Principal Financial and
Stephen M. Dulle Accounting Officer)
/s/ BLAKE EAGLE Trustee
- ---------------------------------------------
Blake Eagle
/s/ RANDALL K. ROWE Trustee
- ---------------------------------------------
Randall K. Rowe
/s/ DANIEL C. STATON Trustee
- ---------------------------------------------
Daniel C. Staton
/s/ FREDERICK W. PETRI Trustee
- ----------------------------------------------
Frederick W. Petri
</TABLE>
II-3
<PAGE> 5
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
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 Bylaws of the Registrant (Incorporated by reference to exhibit 3.4
to Registration Statement No. 33-83016)
4.3 Form of Common Share Certificate (Incorporated by reference to exhibit 4.1 to
Registration Statement No. 33-83016)
4.4 Storage Trust Realty 1994 Share Option Plan (Incorporated by reference to exhibit 10.3 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996)
4.5 First Amendment to Storage Trust Realty 1994 Share Option Plan (Incorporated by reference
to exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996)
5.1 Opinion of Mayer, Brown & Platt
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Mayer, Brown & Platt (appears in Exhibit 5.1)
24 Power of Attorney (appears on the page preceding the signature page of this Registration
Statement)
</TABLE>
<PAGE> 1
November 7, 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
proceedings (the "Company Proceedings") taken and to be taken relating to the
registration by the Company of an aggregate of 200,000 common shares of
beneficial interest (the "Shares") of the Company, $.01 par value per share,
with the Securities and Exchange Commission (the "SEC") in connection with the
Company's 1994 Share Option Plan, as amended by the First Amendment thereto
(the "Plan"). We have also participated in the preparation and filing with
the SEC under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement"), relating to such Shares
to be registered with the SEC pursuant to the Plan.
As special counsel to the Company, we have examined originals or copies
certified to our satisfaction of the Company's Second Amended and Restated
Declaration of Trust (the "Declaration of Trust") and Amended and Restated
Bylaws, resolutions of the Board of Trustees, and such other Company records,
instruments, certificates and documents 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 photostatic copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that, upon
completion of the Company Proceedings, the Shares will have been duly
authorized for issuance, and when the
<PAGE> 2
The Board of Trustees
Storage Trust Realty
November 7, 1996
Page 2
Shares are issued and delivered in accordance with the Company Proceedings and
the Plan, the Shares will be validly issued, fully paid and, except as
described below, nonassessable.
Our opinion relating to the nonassessability of the 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 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 "Interests
of Named Experts and Counsel".
Very truly yours,
MAYER, BROWN & PLATT
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 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, (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 and (3) our report dated August 29, 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 September 16, 1996 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
October 5, 1996
<PAGE> 1
Exhibit No. 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Storage Trust Realty:
We consent to the incorporation by reference in the registration statement
on Form S-3 filed on November 7, 1996, and in the registration statement on
Form S-8 filed on November 7, 1996, of Storage Trust Realty of our report
dated May 31, 1996, with respect to the Historical Summary of Combined Gross
Revenue and Direct Operating Expenses of the Balcor/Colonial Facilities for
the year ended December 31, 1995, which report appears in the Form 8-K of
Storage Trust Realty dated May 24, 1996 as filed on June 7, 1996, and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Fort Worth, Texas
November 7, 1996
