<PAGE> 1
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: MARCH 20, 1998
(Date of earliest event reported: February 12, 1998)
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)
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ITEM 5: CHANGE IN CHAIRMAN OF BOARD OF TRUSTEES
On February 23, 1998, Gordon Burnam announced that he has stepped down as
Chairman of the Board of Trustees of Storage Trust Realty (the "Company").
Mr. Burnam will stay on the Board of Trustees and will continue to be an
employee of the Company.
The Board of Trustees has appointed Daniel C. Staton as the new Chairman of
the Board of Trustees.
For additional information, refer to the press release shown as Exhibit 99.1.
ITEM 5: ACQUISITION OF FACILITIES
During the period from January 1, 1998 to February 12, 1998, the Company
completed the acquisition of 14 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 94.74% ownership interest as of December 31, 1997. These
facilities, totaling approximately 852,000 net rentable square feet, are
located in four states, and were purchased for approximately $52,877,000.
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.
<PAGE> 3
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:
- eleven for cash, and
- three for the combination of cash, the assumption of mortgages
totaling $10,052,000 (which were paid off immediately after
closing) and the issuance of 191,350 units in the Operating
Partnership valued at $4,994,000
The cash for the acquisitions was provided from funds available under the
Company's $150 million revolving line of credit with BankBoston, N.A., Bank
of America, N.A. and other lenders.
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<PAGE> 4
The following tables provide certain information concerning the facilities
acquired:
<TABLE>
TABLE I
<CAPTION>
DATE OF
FACILITY AND LOCATION SELLER(S) ACQUISITION
- -------------------------- ------------------ ---------------
<S> <C> <C>
A & B Self Storage
Sudley Road A & B
Manassas, VA Developers Jan. 12, 1998
Personal Mini Storage
S.W. 84th Street Sentry Beach
Miami, FL Associates Jan. 30, 1998
Sentry Mini Self Storage
69th Street Sentry Beach
Miami Beach, FL Associates Jan. 30, 1998
Beach Self Storage
Dade Boulevard South Beach
Miami Beach, FL Associates Jan. 30, 1998
A Storage Depot Personal Storage
I-85 Access Road, N.E. Mini Warehouse,
Norcross, GA L.L.C. Febr. 9, 1998
A Storage Depot Space Mart
Old Dixie Highway Mini Warehouse,
Forest Park, GA L.L.C. Febr. 9, 1998
A Storage Depot
Covington Highway Partnership #11,
Decatur, GA L.L.C. Febr. 9, 1998
3
<PAGE> 5
TABLE I (continued)
<CAPTION>
DATE OF
FACILITY AND LOCATION SELLER(S) ACQUISITION
- -------------------------- ------------------ ---------------
<S> <C> <C>
A Storage Depot Maxwell Road
Maxwell Road Mini Warehouse,
Alpharetta, GA L.L.C. Febr. 9, 1998
A Storage Depot
North Main Street Joint Venture #12,
Alpharetta, GA L.L.C. Febr. 9, 1998
A Storage Depot Bolton Road
Bolton Road Mini Warehouse,
Atlanta, GA L.L.C. Febr. 9, 1998
A Storage Depot Riverdale
Georgia Highway 85 Mini Warehouse,
Riverdale, GA L.L.C. Febr. 9, 1998
A Storage Depot North Cobb Parkway
Rutledge Road Mini Warehouse,
Kennesaw, GA L.L.C. Febr. 9, 1998
A Storage Depot GA. 20/Lawrenceville
Buford Drive Mini-Warehouse,
Lawrenceville, GA L.L.C. Febr. 9, 1998
Daniels Self Storage
Simms Street
Golden, CO Yoshie Feaster Febr. 12, 1998
</TABLE>
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<PAGE> 6
<TABLE>
TABLE II
<CAPTION>
NET PERCENTAGE
RENTABLE OCCUPANCY<F3>
PURCHASE SQUARE # OF AT DATE OF
FACILITY AND LOCATION PRICE FOOTAGE UNITS ACQUISITION
- ------------------------- ----------------- ---------- ------- --------------
<S> <C> <C> <C> <C>
A & B Self Storage
Sudley Road
Manassas, VA $ 2,110,000 <F1> 38,981 440 84%
Personal Self Storage
S.W. 84th Street
Miami, FL $ 3,400,000 <F2> 52,080 913 69%
Sentry Mini Self Storage
69th Street
Miami Beach, FL $ 6,087,000 <F2> 40,339 1,198 89%
Beach Self Storage
Dade Boulevard
Miami Beach, FL $ 5,700,000 <F2> 40,332 1,249 83%
A Storage Depot
I-85 Access Road, N.E.
Norcross, GA $ 4,441,000 <F1> 76,130 782 93%
A Storage Depot
Old Dixie Highway
Forest Park, GA $ 3,300,000 <F1> 79,322 695 88%
A Storage Depot
Covington Highway
Decatur, GA $ 5,200,000 <F1> 102,336 932 92%
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<PAGE> 7
TABLE II (continued)
<CAPTION>
NET PERCENTAGE
RENTABLE OCCUPANCY<F3>
PURCHASE SQUARE # OF AT DATE OF
FACILITY AND LOCATION PRICE FOOTAGE UNITS ACQUISITION
- ------------------------- ----------------- ---------- ------- --------------
<S> <C> <C> <C> <C>
A Storage Depot
Maxwell Road
Alpharetta, GA $ 5,000,000 <F1> 77,570 587 90%
A Storage Depot
North Main Street
Alpharetta, GA $ 3,739,000 <F1> 64,890 576 91%
A Storage Depot
Bolton Road
Atlanta, GA $ 3,200,000 <F1> 50,195 482 93%
A Storage Depot
Georgia Highway 85
Riverdale, GA $ 3,300,000 <F1> 64,814 547 86%
A Storage Depot
Rutledge Road
Kennesaw, GA $ 2,200,000 <F1> 56,215 429 82%
A Storage Depot
Buford Drive
Lawrenceville, GA $ 2,400,000 <F1> 43,550 256 49%
Daniels Self Storage
Simms Street
Golden, CO $ 2,800,000 <F1> 65,356 383 92%
----------- -------- ----- ---
Totals or Average $52,847,000 852,110 9,469 86%
=========== ======== ===== ===
<FN>
Notes to TABLE II:
<F1> Acquired for cash.
<F2> Acquired for cash of $141,000, the assumption of $10,052,000 of
mortgages (which were paid off immediately after closing) and
the issuance of 191,350 units of the Operating Partnership
valued at $4,994,000.
<F3> Determined by dividing net rentable square footage occupied by total
net rentable square footage.
</TABLE>
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<PAGE> 8
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS APPLICABLE TO REPORTED FACILITIES
It is not possible to provide at the time of filing this Report on Form
8-K any of the financial statements or the additional information
specified by Rule 3-14 of Regulation S-X, as required by Item
7(a)(3). The required financial information and additional
information will be filed by amendment within 30 days of the date
of this filing.
(b) PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
It is not possible to provide at the time of filing this Report on Form
8-K any of the pro forma financial information required pursuant to
Article 11 of Regulation S-X, as required by Item 7(b)(1). The
required pro forma information will be filed by amendment within 30
days of the date of this filing.
(c) EXHIBITS
See Index to Exhibits, which is hereby incorporated by reference
herein.
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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
March 20, 1998 /s/ Michael G. Burnam
- -------------- ---------------------
(Date) Michael G. Burnam
Chief Executive Officer
March 20, 1998 /s/ Stephen M. Dulle
- -------------- --------------------
(Date) Stephen M. Dulle
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document Description
---------- -------------------------------------------------------------------
<C> <S>
99.1 Press Release concerning the change in Chairman of the Board of
Directors, dated February 23, 1998 99.2 Press Release concerning
acquisitions to date during 1998, dated March 2, 1998
99.2 Press Release concerning acquisitions to date during 1998, dated
March 2, 1998
</TABLE>
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<PAGE> 1
Exhibit 99.1
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 REALTY APPOINTS DANIEL C. STATON
----------------------------------------------
AS NEW CHAIRMAN OF THE BOARD OF TRUSTEES
----------------------------------------
COLUMBIA, Missouri (February 23, 1998) Effective today, Gordon Burnam,
founder and Chairman of the Board of Trustees of Storage Trust Realty
(NYSE:SEA), announced that he has stepped down as Chairman. Mr. Burnam was
one of the pioneers in the self-storage industry, building one of the first
self-storage properties in the Midwest in 1974. He founded the predecessor
company, Burnam Holding Companies, in 1987 as a vehicle for the development
and ownership of self-storage properties throughout the Midwest and Southeast
United States. He continued as Chairman of Storage Trust through its IPO and
growth from 78 properties and $108 million market capitalization in 1994 to
its present capitalization of over one half billion dollars and 215
properties. Mr. Burnam will stay on the Board of Trustees and will continue
to be an integral part of the future of the Company.
The Board of Trustees of Storage Trust has appointed Daniel C. Staton as
Chairman of the Board of Trustees. Mr. Staton was one of the forces behind
the growth of Duke Realty Investments, Inc. and served as its Chief Operating
Officer until 1997. Mr. Staton is currently President of Walnut Capital
Partners, a venture capital fund headquartered in Cincinnati, OH. Mr. Staton
is a major shareholder and continues as a member of the board of Duke Realty.
Mike Burnam, Chief Executive Officer of Storage Trust commented, "I cannot
thank my father enough for giving us the opportunity to grow this Company.
He will continue to work for the Company in his current capacity, advising us
on store operations and, especially, in the areas of new developments and
construction projects. Make no mistake, we could not have accomplished as
much or come so far without his constant attention, direction and caring."
Mike Burnam further commented on the new Chairman, "We are also very
fortunate to have had Dan's expertise on the board since IPO and welcome his
additional guidance to assist us in moving our Company to the next level.
His Duke Realty background has been a roadmap for our business plan of
becoming a "super regional" operator in the self-storage industry. His
direction and vision will simply make us a better company."
Dan Staton remarked, "The Company is ready to move into the elite ranks of
profitability and growth. By building upon the solid foundation that exists
and implementing an aggressive marketing development program, we will
generate the total return our shareholders deserve. I am looking forward to
working more closely with the management and Board of Trustees of Storage
Trust Realty."
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 215 self-storage
facilities located in 16 states totaling 11.4 million net rentable square
feet and 100,000 units.
Additional information on the Company can be obtained at our website at
http://www.storagetrust.com.
- ----------------------------
The statements made in this press release that are not historical facts are
forward-looking statements within the meaning of Sections 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements are based on current expectations,
estimates and projections about the industry and markets that Storage Trust
operates, management's beliefs, and assumptions made by management.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements.
END OF PRESS RELEASE
10
<PAGE> 1
Exhibit 99.2
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 REALTY ANNOUNCES ACQUISITIONS TO DATE FOR Q1 1998
---------------------------------------------------------------
TOTAL OF 14 STORES FOR $52,877,000
----------------------------------
COLUMBIA, Missouri (March 2, 1998) Storage Trust Realty (NYSE:SEA) announces
the acquisition of 14 self-storage stores to date during the first quarter of
1998 for a combined purchase price of $52,877,000. These acquisitions
comprised approximately 852,000 net rentable square feet and 9,500 units.
The stores were purchased for a combination of cash, the assumption of
$10,052,000 of mortgages (which were paid off immediately after closing) and
the issuance of 191,350 operating partnership units. Funds for these
acquisitions were obtained from borrowings on the Company's new $150 million
revolving line of credit.
These acquisitions are located in the following areas:
<TABLE>
<CAPTION>
Number of Company
Number of Net Rentable Stores in Area
Areas Stores Square Footage After Acquisition
- ------------------------ --------- -------------- -----------------
<S> <C> <C> <C>
Atlanta, Georgia 9 615,022 23
South Florida 3 132,751 10
Suburban Washington, DC 1 38,981 3
Front Range Colorado 1 65,356 10
-- -------
14 852,110
== =======
</TABLE>
Mike Burnam, Chief Executive Officer, commented on the acquisitions: "We are
maintaining our focus and in keeping with our business plan of becoming a
"super regional" operator, we are aggressively acquiring stores in our core
markets. These new stores add to our critical mass in these core markets.
We see favorable long-term prospects in these markets with each of them
ranking in the top 25% of all MSA's for job and population growth. We are
now a major player in Atlanta with 23 stores and we will be increasing our
market share in the other core markets in the future. We will strive to
continue to be the "buyer of preference" in our core markets."
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 215 self-storage stores
located in 16 states totaling 11.4 million net rentable square feet and
100,000 units.
Additional information on the Company can be obtained at our website at
http://www.storagetrust.com.
- ----------------------------
The statements made in this press release that are not historical facts are
forward-looking statements within the meaning of Sections 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements are based on current expectations,
estimates and projections about the industry and markets that Storage Trust
operates, management's beliefs, and assumptions made by management.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements.
11
<PAGE> 2
The following table provides information on the number of Company stores as
of February 26, 1998:
<TABLE>
<CAPTION>
OWNED AT 1996 1996 1997 1997 1998 OWNED AT
12/31/95 ACQUISITIONS EXCHANGES ACQUISITIONS EXCHANGES ACQUISITIONS 2/26/98
-------- ------------ --------- ------------ --------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
CORE MARKETS:
Atlanta, GA 10 3 - 1 - 9 23
Dallas/Ft. Worth, TX 8 3 - 5 2 - 18
Houston, TX 8 2 - 4 1 - 15
Kansas City, KS/MO 3 7 - 1 - - 11
Chicago, IL 4 1 - 2 3 - 10
South Florida 3 - - 4 - 3 10
Front Range Colorado 5 3 - 1 - 1 10
St. Louis, MO 6 3 - 1 - - 10
Columbia, SC 7 1 - - 1 - 9
Nashville, TN 4 2 - 2 - - 8
Greenville, SC 6 1 - - - - 7
Jacksonville, FL 3 1 1 1 - - 6
Charleston, SC 5 - - - 1 - 6
Mobile, AL 3 1 - 1 - - 5
Orlando, FL 2 2 - 1 - - 5
Charlotte, NC 5 - - - - - 5
Raleigh/Durham, NC 2 1 - - 1 - 4
Washington, DC - - - 2 - 1 3
Tampa Bay, FL 1 2 - - - - 3
Milwaukee, WI - 2 - - - - 2
New Orleans, LA - - - - 1 - 1
--- -- -- -- --- -- ---
Total Core Markets 85 35 1 26 10 14 171
NON CORE MARKETS:
Columbia, MO 4 - - - - - 4
Chattanooga, TN 3 - - - - - 3
Louisville, KY - 3 - - - - 3
Lexington, KY 1 1 - - - - 2
Hilton Head, SC 2 - - - - - 2
Augusta, GA 2 - - - - - 2
Pensacola, FL 2 - - - - - 2
Columbus, OH - 1 - 1 - - 2
Memphis, TN 5 2 - - (7) - -
Gulfport, MS 3 - - - (3) - -
Knoxville, TN 2 - - - (2) - -
Oklahoma 2 1 (2) - (1) - -
Other Stores 10 2 - 1 (3) - 10
Total Non Core 36 10 (2) 2 (16) - 30
--- -- -- -- --- -- ---
COMPANY TOTAL 121 45 (1) 28 (6) 14 201
=== == == == === == ===
END OF PRESS RELEASE
</TABLE>
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