UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(b)
of The Securities Exchange Act of 1934
Date of Report: June 16, 1997
(Date of earliest event reported: May 20, 1997)
STORAGE TRUST REALTY
(Exact name of registrant as specified in its charter)
Maryland 1-13462 43-1689825
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2407 Rangeline Street
Columbia, Missouri 65202
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code:(573)499-4799
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5: ACQUISITION OF FACILITIES
Storage Trust Realty (the "Company") has completed the
acquisition of eight self-storage facilities through Storage
Trust Properties L.P. (the "Operating Partnership"), a limited
partnership controlled by the Company as its sole general partner
and in which the Company holds a 93.81% ownership interest as of
March 31, 1997. These facilities, totaling approximately 524,000
net rentable square feet, are located in four states, and were
purchased for approximately $29,431,000.
All of the facilities were acquired in arms-length transactions
and there are no material relationships between any of the
sellers and the Company, the Operating Partnership, any other
affiliate of the Company, any trustee or officer of the Company
or any associate of any trustee or officer of the Company.
Management of the Company determined the purchase price through
arms-length negotiations, after taking into consideration such
factors as the geographic location of the properties,
demographics of the market areas, age and condition of the
facilities, the projected amounts of maintenance costs and
capital improvements, the current revenues of the facilities,
comparable facilities competing in the applicable markets, rental
rates and occupancy levels for the facilities and competing
facilities, and the estimated amount of taxes, utility costs,
personnel costs, and other anticipated expenses.
Each of the facilities has been used by the sellers as a
self-storage facility prior to their acquisition by the Company,
and the Company intends to continue the use of all of those
facilities for that purpose.
These properties were acquired as follows:
- Two for cash, and
- Six for a combination of cash and the exchange of
eight of the Company's facilities (seven in
Memphis, TN and one in Tulsa, OK).
<PAGE>
The cash for the acquisitions was provided from (a) funds
available under the Company's $100 million revolving line of
credit with The First National Bank of Boston and other
lenders and (b) remaining proceeds from the funding of
$25,000,000 of unsecured Senior Notes on April 15, 1997.
The following tables provide certain information concerning
the facilities acquired:
TABLE I
<TABLE>
<CAPTION>
Date of
Facility and Location Seller(s) Acquisition
<S> <S> <C>
King Kool U-Store
South Orange Blossom Trail Harold K. and
Apopka, FL Alice K. Smith May 15,1997
Tenth Street Self Storage George T. Kelly,
S.W. 10th Street Robert E. Farmer &
Deerfield Beach, FL Raymond R. Irwin May 19,1997
Storage USA
Palmer Drive SUSA
Schaumburg, IL Partnership, L.P. May 20,1997
Storage USA
North Natchez Avenue SUSA
Chicago, IL Partnership, L.P. May 20,1997
Storage USA
West Cermak Road SUSA
Chicago, IL Partnership, L.P. May 20,1997
Storage USA
Broad River Road SUSA
Columbia, SC Partnership, L.P. May 20,1997
Storage USA
Ashley River Road SUSA
Charleston, SC Partnership, L.P. May 20,1997
Storage USA
Tchoupitoulas Street SUSA
New Orleans, LA Partnership, L.P. May 20,1997
</TABLE>
<PAGE>
TABLE II
<TABLE>
<CAPTION>
Net Percentage
Rentable Occupancy[4]
Purchase Square # of at Date of
Facility and Location Price Footage Units Acquisition
<S> <C> <S> <C> <S>
King Kool U-Store
S. Orange Blossom Trail
Apopka, FL $ 1,650,000 [1] 25,659[3] 459 81%
Tenth Street Self Storage
S.W. 10th Street
Deerfield Beach, FL $ 5,050,000 [1] 79,329 840 65%
Storage USA
Palmer Drive
Schaumburg, IL $ 3,987,000 [2] 73,600 603 91%
Storage USA
North Natchez Avenue
Chicago, IL $ 4,330,000 [2] 91,875 901 87%
Storage USA
West Cermak Road
Chicago, IL $ 3,523,000 [2] 63,288 790 80%
Storage USA
Broad River Road
Columbia, SC $ 3,338,000 [2] 58,535 497 90%
Storage USA
Ashley River Road
Charleston, SC $ 3,344,000 [2] 63,608 628 82%
Storage USA
Tchoupitoulas Street
New Orleans, LA $ 4,209,000 [2] 68,546 663 85%
Totals or Average $29,431,000 524,440 5,381 83%
</TABLE>
Notes to TABLE II:
[1] Acquired for cash.
[2] Acquired for cash of $10,213,000 and the exchange of eight of
the Company's facilities valued at $12,518,000 (see details
below).
[3] Purchase includes approximately two acres of vacant ground for
future development.
[4] Determined by dividing net rentable square footage occupied by
total net rentable square footage.
<PAGE>
The following table provides certain additional information
concerning the Company facilities exchanged with SUSA Partnership,
L.P. on May 20, 1997, as described in Note [3] above:
TABLE III
<TABLE>
<CAPTION>
Percentage
Occupancy[1]
Sales Square # of at Date of
Facility and Location Price Footage Units Exchange
<S> <C> <C> <C> <C>
American Way
Memphis, TN $ 1,644,000 37,790 366 96%
4175 Winchester Road
Memphis, TN $ 1,120,000 36,820 361 93%
Raleigh-LaGrange
Memphis, TN $ 1,371,000 37,480 354 95%
6390 Winchester Road
Memphis, TN $ 1,696,000 39,444 345 89%
4705 Winchester Road
Memphis, TN $ 2,071,000 60,570 484 91%
Madison Avenue
Memphis, TN $ 912,000 27,731 286 94%
Summer Avenue
Memphis, TN $ 1,954,000 46,010 369 97%
South Garnett Road
Tulsa, OK $ 1,750,000 57,590 471 83%
Totals or Average $12,518,000 345,435 3,036 92%
</TABLE>
Notes to TABLE III:
[1] Determined by dividing net rentable square footage occupied by
total net rentable square footage.
<PAGE>
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS APPLICABLE TO ACQUIRED FACILITIES
Report of Independent Auditors
Acquired Facilities' Historical Summaries of Combined
Gross Revenues and Direct Operating Expenses for the
Three Months Ended March 31, 1997 (Unaudited) and for
the Fiscal Period Ended December 31, 1996.
Notes to Historical Summaries of Combined Gross Revenues
and Direct Operating Expenses.
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Pro Forma Consolidated Balance Sheet as of March 31,
1997 (Unaudited).
Pro Forma Consolidated Statement of Operations for the
Three Months Ended March 31, 1997 (Unaudited).
Pro Forma Consolidated Statement of Operations for the
Year Ended December 31, 1996 (Unaudited).
Notes to Pro Forma Consolidated Financial Statements
(Unaudited).
(c) EXHIBITS
See Index to Exhibits, which is hereby incorporated by
reference herein.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees of
Storage Trust Realty
We have audited the accompanying Historical Summaries of Combined
Gross Revenues and Direct Operating Expenses (the "Historical
Summaries") for certain self-storage facilities (the "Acquired
Facilities") for the fiscal period ended December 31, 1996, as
described in Note 1 to the Historical Summaries. These
Historical Summaries are the responsibility of management of the
Acquired Facilities. Our responsibility is to express an opinion
on these Historical Summaries based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the Historical Summaries are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Historical Summaries. An
audit also includes assessing the accounting principles used and
the significant estimates made by management, as well as
evaluating the overall presentation of the Historical Summaries.
We believe that our audits provide a reasonable basis for our
opinion.
The accompanying Historical Summaries were prepared for the
purpose of complying with the Rules and Regulations of the
Securities and Exchange Commission (for inclusion on Form 8-K of
Storage Trust Realty) as described in Note 2 to the Historical
Summaries, and are not intended to be a complete presentation of
the Acquired Facilities' revenues and expenses.
In our opinion, such Historical Summaries present fairly, in all
material respects, the combined gross revenues and direct
operating expenses of the Acquired Facilities for the fiscal
period ended December 31, 1996 as described in Note 1 to the
Historical Summaries, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
May 30, 1997
<PAGE>
STORAGE TRUST REALTY
ACQUIRED FACILITIES
HISTORICAL SUMMARIES OF COMBINED GROSS
REVENUES AND DIRECT OPERATING EXPENSES
(amounts in thousands)
<TABLE>
<CAPTION>
Three Months Fiscal Period
Ended Ended
March 31, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
Gross revenues:
Rental income $ 1,054 $ 3,568
Other income 18 56
Total gross revenues 1,072 3,624
Direct operating expenses:
Property operations 279 908
Real estate taxes 164 604
Total direct operating expenses 443 1,512
Gross revenues in excess of direct
operating expenses $ 629 $ 2,112
</TABLE>
The accompanying notes are an integral part of these historical
summaries.
<PAGE>
STORAGE TRUST REALTY
ACQUIRED FACILITIES
NOTES TO HISTORICAL SUMMARIES OF COMBINED
GROSS REVENUES AND DIRECT OPERATING EXPENSES
NOTE 1. BUSINESS
The Historical Summaries of Combined Gross Revenues and Direct
Operating Expenses (the "Historical Summaries") include the
operations of the self-storage facilities (the "Acquired
Facilities") which were acquired by Storage Trust Properties,
L.P. (the "Operating Partnership") from unaffiliated parties in
the second quarter of 1997. The general partner of the Operating
Partnership is Storage Trust Realty (the "Company"). The
Acquired Facilities consist of the following eight self-storage
facilities:
<TABLE>
<CAPTION>
Facility Location Acquisition Date
<S> <C> <C>
King Kool U-Store Apopka, FL May 15, 1997
Tenth Street Self Storage Deerfield Beach, FL May 19, 1997
Storage USA Schaumburg, IL May 20, 1997
Storage USA Chicago, IL May 20, 1997
Storage USA Chicago, IL May 20, 1997
Storage USA Columbia, SC May 20, 1997
Storage USA Charleston, SC May 20, 1997
Storage USA New Orleans, LA May 20, 1997
</TABLE>
Storage USA acquired the facilities in Columbia, SC and
Charleston, SC on July 10, 1996. The Historical Summaries for
the fiscal period ended December 31, 1996 includes the operations of these
facilities for the period from July 10, 1996 to December 31,
1996. These two facilities are not individually significant, as
defined by the Rules and Regulations of the Securities and
Exchange Commission. For all other facilities, the fiscal period
is for the year ended December 31, 1996.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Historical Summaries have been prepared pursuant to the Rules
and Regulations of the Securities and Exchange Commission for
real estate operations to be acquired. The Historical Summaries
are not representative of the actual operations for the periods
presented, as certain expenses which may not be comparable to the
expenses expected to be incurred by the Company in the proposed
future operations of the Acquired Facilities have been excluded.
<PAGE>
STORAGE TRUST REALTY
ACQUIRED FACILITIES
NOTES TO HISTORICAL SUMMARIES OF COMBINED
GROSS REVENUES AND DIRECT OPERATING EXPENSES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basis of Presentation (continued)
Expenses excluded consist of management fees, interest,
depreciation and amortization, professional fees and other
indirect costs not directly related to the future operations of
the Acquired Facilities.
Rental income is recognized when due from occupants. Expenses
are recognized on the accrual basis.
Factors considered by management of the Company in assessing
these acquisitions included geographic locations of the
facilities, demographics of the market areas, rental rates and
occupancy levels, competition, expenses such as maintenance and
real estate taxes and projected capital expenditures. After a
review of these factors and others, the Company is not aware of
any material items relating to these properties that would cause
the reported financial information not to be representative of
future operating results.
Use of Estimates
The preparation of the Historical Summaries in conformity with
generally accepted accounting principles requires management to
make certain estimates and assumptions that affect the reported
amounts of revenue and expenses during the reporting period.
Actual results could differ from these estimates.
NOTE 3. INTERIM PERIOD
The unaudited Historical Summaries for the three months ended
March 31, 1997 have been prepared in accordance with generally
accepted accounting principles for interim financial information.
In the opinion of management, all adjustments of a normal
recurring nature considered necessary for a fair presentation
have been included. Operating results for the three months ended
March 31, 1997 are not necessarily indicative of future operating
results.
<PAGE>
STORAGE TRUST REALTY
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited Pro Forma Consolidated Balance Sheet as
of March 31, 1997 and unaudited Pro Forma Consolidated Statements
of Operations for the three months ended March 31, 1997 and for
the year ended December 31, 1996 have been prepared to reflect
the acquisition of eight self-storage facilities (the "Acquired
Facilities") and the other adjustments described in the
accompanying notes. The pro forma consolidated financial
information is based on the historical consolidated financial
statements and other financial information in the Company's Form
10-Q for the period ended March 31, 1997 and the 1996 Annual
Report to Shareholders, and should be read in conjunction with
those financial statements and the notes thereto.
The Pro Forma Consolidated Balance Sheet was prepared as if (a)
the Acquired Facilities were purchased on March 31, 1997 and (b)
the Company completed the funding of $25 million of unsecured
Senior Notes on March 31, 1997. The Pro Forma Consolidated
Statements of Operations was prepared as if (a) the Acquired
Facilities were purchased on January 1, 1996, (b) other
facilities acquired during 1996 and 1997 were purchased on
January 1, 1996, (c) the Company completed the offering of
4,140,000 Common Shares, which occurred in July 1996, (the "1996
Share Offering") on January 1, 1996, and (d) the Company
completed the funding of $100 million of unsecured Senior Notes
on January 1, 1996.
The pro forma consolidated financial information is not
necessarily indicative of the financial position or results of
operations which actually would have occurred if such
transactions had been consummated on the dates described, nor
does it purport to represent the Company's future financial
position or results of operations.
The results of the Acquired Facilities for the year ended
December 31, 1996 includes two facilities (King Kool U-Store in
Apopka, FL and Tenth Street Self Storage in Deerfield Beach, FL)
that were going through their initial lease-up period.
<PAGE>
STORAGE TRUST REALTY
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
Storage Storage
Trust Trust
Realty Pro Forma Realty
Historical Adjustments Pro Forma
(Note 1) (Note 2)
<S> <C> <C> <C>
ASSETS
Investment in storage
facilities, net $330,498 $ 17,108 (a) $347,606
Cash and cash equivalents 2,335 (8,955)(a) 2,335
8,955 (b)
Accounts receivable and
other assets 1,428 - 1,428
Deferred financing costs, net 1,116 395 (b) 1,511
Investment in joint ventures 212 - 212
Total assets $335,589 $ 17,503 $353,092
LIABILITIES AND EQUITY
Liabilities:
Mortgage and notes payable:
Revolving line of credit $ 15,650 $ 8,153 (a) $ 8,153
(15,650)(b)
Senior Notes 75,000 25,000 (b) 100,000
Other - -
- -
Total 90,650 17,503
108,153
Accounts payable and
accrued expenses 5,318 - 5,318
Tenant prepayments 2,556 - 2,556
Dividends and
distributions payable 5,985 - 5,985
Total liabilities 104,509 17,503 122,012
Minority interest 15,879 - 15,879
Shareholders' equity:
Common shares 129 - 129
Additional paid-in capital 220,488 - 220,488
Distributions in excess of
net income (5,416) -
(5,416)
Total shareholder's equity 215,201 - 215,201
Total liabilities and
shareholders' equity $335,589 $ 17,503 $353,092
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Storage Storage
Trust Other Trust
Realty 1997 Acquired Pro Forma Realty
Historical Acquisitions Facilities Adjustments Pro Forma
(Note 1) (Note 3) (Note 5) (Note 6)
<S> <C> <C> <C> <C> <C>
Revenues:
Rental income $12,872 $ 807 $ 1,054 $ (516)(a) $14,217
Management income 64 - - - 64
Equity in earnings of
joint ventures 15 - - - 15
Other income 227 10 18 (47)(a)(b) 208
Total revenues 13,178 817 1,072 (563) 14,504
Expenses:
Property operations 2,716 222 279 (141)(a) 3,076
Real estate taxes 1,050 91 164 (42)(a) 1,263
General and admin. 692 - - - 692
Interest 1,417 350 - 310 (c) 2,108
31 (d)
Depreciation 2,327 122 - 109 (a)(e) 2,558
Amortization 152 - - 8 (f) 160
Total expenses 8,354 785 443 275 9,857
Net income before
minority interest 4,824 32 629 (838) 4,647
Minority interest (324) (2) - 24 (g) (302)
Net income $ 4,500 $ 30 $ 629 $ (814) $ 4,345
Net income per share $ 0.35 $ 0.34
Weighted-average
number of shares
outstanding 12,886,237 12,886,237
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Storage Storage
Trust Other 1997 Trust
Realty 1996 Acquired Acquired Pro Forma Realty
Historical Acquisitions Acquisitions Facilities Adjustments Pro Forma
(Note 1) (Note 4) (Note 3) (Note 5) (Note 6)
<S> <S> <S> <S> <S> <S>
Revenues:
Rental
income $42,499 $ 7,623 $ 4,665 $ 3,568 $(1,627)(h)(i) $56,728
Management
income 168 (23) - - - 145
Equity
in earnings of
joint
ventures 100 (30) - - - 70
Other
income 675 35 57 56 (24)(h)(i) 799
Total
revenues43,442 7,605 4,722 3,624 (1,651) 57,742
Expenses:
Property
operation9,541 1,654 1,253 908 (351)(h)(i) 13,005
Real estate
taxes 3,710 696 521 604 (132)(h)(i) 5,399
General
and admin2,549 45 - - - 2,594
Interest 4,190 3,494 2,031 - 1,246 (j) 8,534
535 (k)
(2,962)(l)
Depreciation
6,102 1,109 558 - 446 (h)(m) 8,215
Amortization
463 - - - 177 (n) 640
Total expenses
26,555 6,998 4,363 1,512 (1,041) 38,387
Net income before
minority
interest 16,887 607 359 2,112 (610) 19,355
Minority
interest (1,091) (261) (23) - 106 (o) (1,269)
Net
income $15,796 $ 346 $ 336 $ 2,112 $ (504) $18,086
Net income
per
share $ 1.46 $ 1.40
Weighted-average number
of shares
outstanding 10,803,871 12,874,932
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1. STORAGE TRUST REALTY - HISTORICAL
The consolidated balance sheet as of March 31, 1997 and the
consolidated statements of operations for the three months ended
March 31, 1997 and for the year ended December 31, 1996 include
the accounts of Storage Trust Realty (the "Company"), Storage
Trust Properties, L.P. (the "Operating Partnership") and Storage
Realty Management Co.
NOTE 2. PRO FORMA ADJUSTMENTS - CONSOLIDATED BALANCE SHEET
Pro forma adjustments are as follows:
Record the acquisition of the Acquired Properties from
unrelated parties for an aggregate purchase price of
$29,431,000 and estimated closing costs of $195,000.
The acquisitions were financed through (i) draws on the
Company's revolving line of credit, (ii) proceeds from
the funding of the Senior Notes and (iii) the exchange
of eight of the Company's facilities valued at
$12,518,000. The value assigned to the eight
facilities exchanged by the Company exceeded their net
book value by approximately $293,000, which reduced the
Company's basis in the new facilities.
Record the funding of the remaining $25,000,000 of Senior
Notes that occurred on April 15, 1997. The proceeds of
this funding were used to (i) reduce the balance
outstanding on the revolving line of credit, (ii) pay
remaining costs of the Senior Notes offering (primarily
fees and expenses of the placement agents) of $395,000,
and (iii) finance the acquisition of additional self-storage facilities.
NOTE 3. OTHER 1997 ACQUISITIONS
These amounts reflect the net operations of 15 other facilities
acquired during 1997 as if they were acquired on January 1, 1996.
NOTE 4. 1996 ACQUISITIONS
These amounts reflect the net operations of 46 other facilities
acquired and two facilities exchanged in 1996 as if they were
acquired or exchanged on January 1, 1996.
<PAGE>
STORAGE TRUST REALTY
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 5. ACQUIRED FACILITIES
These amounts include the combined gross revenue and direct
operating expenses for the Acquired Facilities for the three
months ended March 31, 1997 and for the fiscal period ended December 31,
1996. The Historical Summaries of Combined Gross Revenue and
Direct Operating Expenses (the "Historical Summaries") for these
facilities are included elsewhere herein.
NOTE 6. PRO FORMA ADJUSTMENTS - CONSOLIDATED STATEMENTS OF
OPERATIONS
The pro forma adjustments are as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1997
<S> <C>
(a) Remove operations of the facilities exchanged:
Rental income $ (516)
Other income $ (7)
Property operations $ (141)
Real estate taxes $ (42)
Depreciation $ (79)
(b) Remove interest income from the temporary
investment of excess funds from the
$75,000,000 funded under the Senior Notes
on January 22, 1997. $ (40)
(c) Record interest expense on the net funds
disbursed for the acquisition of the Acquired
Facilities ($17,108,000 at 7.2500%) $ 310
(d) Record net interest adjustment due to funding
of Senior Notes $ 31
(e) Record additional depreciation expense related
to the Acquired Facilities [based on (i) a
40-year depreciable life and $21,266,000
allocated to buildings and (ii) a ten-year
depreciable life and $2,200,000 allocated to
furniture, fixtures and equipment] $ 188
(f) Record amortization of deferred costs related
to the issuance of the Senior Notes over the
weighted-average term of the Senior Notes. $ 8
(g) Adjust minority interest based on adjustments
to net income of the Operating Partnership. $ 24
</TABLE>
<PAGE>
STORAGE TRUST REALTY
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 6. PRO FORMA ADJUSTMENTS - CONSOLIDATED STATEMENTS OF
OPERATIONS (continued)
<TABLE>
<CAPTION>
Year Ended
December 31, 1996
<S> <C>
(h) Remove operations of the facilities exchanged:
Rental income $(1,970)
Other income $ (31)
Property operations $ (423)
Real estate taxes $ (157)
Depreciation $ (306)
Record operations of two of the Acquired
Facilities prior to their inclusion in
the Historical Summaries:
Rental income $ 343
Other income $ 7
Property operations $ 72
Real estate taxes $ 25
(j) Record interest expense on the net funds
disbursed for the acquisition of the Acquired
Facilities ($17,108,000 at 7.2839%) $ 1,246
(k) Record net interest adjustment due to funding
of Senior Notes $ 535
(l) Record reduction in interest expense from use
of net proceeds of the 1996 Share Offering
($78,894,000 at 7.3375% for 183 days and
$10,230,000 at 7.25% for 9 days) $(2,962)
(m) Record additional depreciation expense related
to the Acquired Facilities [based on (i) a
40-year depreciable life and $21,266,000
allocated to buildings and (ii) a ten-year
depreciable life and $2,200,000 allocated to
furniture, fixtures and equipment] $ 752
(n) Record amortization of deferred costs related
to the issuance of the Senior Notes over the
weighted-average term of the Senior Notes. $ 177
(o) Adjust minority interest based on adjustments
to net income of the Operating Partnership and
the issuance of Common Shares. $ 106
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
STORAGE TRUST REALTY
June 16, 1997 /s/ Michael G. Burnam
(Date) Michael G. Burnam
Chief Executive Officer
June 16, 1997 /s/ Stephen M. Dulle
(Date) Stephen M. Dulle
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document Description
23.1 Consent of Ernst & Young LLP.
99 Press Release, dated May 20, 1997.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Form S-3 No. 333-15765 and Form S-8 No. 333-15763) of
Storage Trust Realty of our report dated May 30, 1997, 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 June 16, 1997, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
June 16, 1997
<PAGE>
Exhibit 99
Storage Trust Realty For additional information contact
2407 Rangeline Street Steve Dulle, Chief Financial Officer
Columbia, MO 65202 573.499.4799
Press Release
Storage Trust swaps facilities with Storage USA
COLUMBIA, Missouri (May 20, 1997) Storage Trust Realty (NYSE-SEA) announced
today it has completed a transaction with Storage USA,
Inc. to exchange eight facilities owned by Storage Trust (seven in
Memphis, TN and one in Tulsa, OK) for six facilities owned by Storage
USA (three in Chicago, IL and one each in Columbia, SC; Charleston,
SC and New Orleans, LA). The facilities were valued based on their
current net operating income and an agreed-upon cap rate consistent
for all facilities, with the Storage USA facilities valued at
approximately $22.7 million and the Storage Trust facilities valued
at approximately $12.5 million. Accordingly, Storage Trust paid
approximately $10.2 million in additional consideration, which was
funded by borrowings on the revolving line of credit.
The facilities involved in the exchange with Storage USA are in
the following areas:
<TABLE>
<CAPTION>
Number of Storage Trust
Facilities Owned
Number of Net Rentable (Including Joint Ventures)
Areas Facilities Square Footage In Area After Closing
<S> <C> <C> <C>
Chicago, IL 3 228,763 10
Charleston, SC 1 63,608 6
Columbia, SC 1 58,535 9
New Orleans, LA 1 68,546 2
Total Received 6 419,452
Memphis, TN 7 287,845 0
Tulsa, OK 1 57,590 0
Total Given 8 345,435
Net Exchange (2) 74,017
</TABLE>
Mike Burnam, Chief Executive Officer, commented on the
transaction, "This transaction allows both companies to position
themselves in markets where they have opportunities to expand their
presence. The swap with Storage USA further demonstrates our focus
on existing markets and our strong desire to increase synergies in
those core markets. The additions to our Chicago portfolio increase
an already strong presence in the western suburbs and the additional
South Carolina facilities add to our dominant position in both of
those markets. The swap was good for both of us and enabled each of
us to acquire competing properties and reduce expenses. I would
expect more pruning of our portfolio in the future that will allow us
to further enhance performance in core markets. Our focus for the
future remains in existing markets."
<PAGE>
Storage Trust Realty
Press Release
Mr. Burnam commented further, "During the past week,
Storage Trust has completed the acquisition of two additional
facilities in our existing markets. These acquired facilities
in Orlando, FL and Deerfield Beach, FL contain approximately
105,000 net rentable square feet and two acres for future
expansion. The total purchase price of these facilities was
$6,650,000, which was funded through use of available cash.
With these acquisitions, Storage Trust now has six facilities
in the Central Florida area and seven facilities in the South
Florida area."
Storage Trust Realty is a fully integrated, self-managed
and self-administered real estate investment trust
headquartered in Columbia, Missouri, engaged in the management
and ownership of 191 self-storage facilities located in 18
states totaling approximately 9.9 million net rentable square
feet and 85,000 units.
Additional information on Storage Trust Realty can be
obtained at our Web site at http://www.storagetrust.com.
