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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES AND EXCHANGE ACT of 1934
December 4, 1997 (November 28, 1997)
Date of Report (Date of Earliest Event Reported)
SUSA Partnership, L.P.
(Exact name of registrant as specified in its charter)
Tennessee 333-03344 62-1554135
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(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
10440 Little Patuxent Parkway, Suite 1100
Columbia, MD 21044
(Address of principal executive offices)
(410) 730-9500
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed herewith:
Exhibit Description
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1.1 Form of Pricing Agreement
4.1 Form of 7.00% Global Note due December 1, 2007
4.2 Form of 7.50% Global Debenture due December 1, 2027
2
<PAGE>
SIGNATURE
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 hereunto duly authorized.
SUSA Partnership L.P. by
Storage USA, Inc., General Partner
Date: December 4, 1997 By: /s/ Christopher P. Marr
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Name: Christopher P. Marr
Title: Senior Vice President,
Finance and Accounting
<PAGE>
EXHIBIT INDEX
Exhibit Description
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1.1 Form of Pricing Agreement
4.1 Form of 7.00% Global Note due December 1, 2007
4.2 Form of 7.50% Global Debenture due December 1, 2027
Pricing Agreement
Goldman, Sachs & Co.
First Chicago Capital Markets, Inc.
Morgan Stanley & Co. Incorporated
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
December 2, 1997
Ladies and Gentlemen:
SUSA Partnership, L.P., a Tennessee limited partnership (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated May 29, 1997 (the "Underwriting Agreement"),
between the Company on the one hand and Goldman, Sachs & Co. on the other hand,
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of the Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
<PAGE>
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto (the 7.00% Notes due December 1, 2007 and
the 7.50% Debentures due December 1, 2027, are being purchased separately and
not as a unit).
If the foregoing is in accordance with your understanding, please sign
and return to us eight counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the representatives as to the authority of the signers thereof.
Very truly yours,
SUSA Partnership, L.P.
By: Storage USA, Inc.,
General Partner
By: /s/ Christopher P. Marr
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Name: Christopher P. Marr
Title: Senior Vice President, Finance
and Accounting
Accepted as of the date hereof:
Goldman, Sachs & Co.
First Chicago Capital Markets, Inc.
Morgan Stanley & Co., Incorporated
By: /s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
Schedule 1
<TABLE>
<CAPTION>
Principal Principal
Amount of Amount of
Notes Debentures
to be to be
Purchased Purchased
<S> <C>
Underwriter
Goldman, Sachs & Co. $ 60,000,000 $ 60,000,000
First Chicago Capital Markets, Inc. 20,000,000 20,000,000
Morgan Stanley & Co. Incorporated 20,000,000 20,000,000
Total $ 100,000,000 $100,000,000
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</TABLE>
<PAGE>
Schedule II
The 7.00% Notes due December 1, 2007 and the 7.50% Debentures due December 1,
2027 are being purchased separately and not as a unit.
7.00% Notes due December 1, 2007
<TABLE>
<S> <C>
Title of Designated Securities: 7.00% Notes due December 1, 2007
Aggregate principal amount: $100,000,000
Price to Public: 99.856%, plus accrued interest, if any,
from December 1, 1997
Purchase Price by Underwriters: 99.206% of the principal amount of the
Notes, plus accrued interest from December 1, 1997
Form of Designated Securities: Book-entry only form represented by one
or more global securities deposited with The Depository Trust Company ("DTC") or
its designated custodian, to be made available for checking by the
Representatives at least twenty-four hours prior to the Time of Delivery at the
office of DTC
Specified funds for payment of
purchase price: Federal (same-day) Funds by wire transfer
Time of Delivery: December 1, 1997
Indenture: Indenture dated as of November 1, 1996,
between the Company and the First National Bank of Chicago, as Trustee
Maturity: December 1, 2007
Interest Rate: 7.00%
Interest Payment Dates: December 1 and June 1 of each year
commencing June 1, 1998
Redemption Provisions: The Designated Securities may be
redeemed, otherwise than through the sinking fund, in whole or in part at the
option of the Company, 100% of their principal amount, together in each case
with accrued interest to the redemption date plus the Make-Whole Amount (as
defined in the Designated Securities)
Defeasance provisions: No defeasance provisions
Closing location for delivery of
Designated Securities: Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Names and addresses of
Representatives: c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
</TABLE>
<PAGE>
7.50% Debentures due December 1, 2027
<TABLE>
<S> <C>
Title of Designated Securities: 7.50% Debentures due December 1, 2027
Aggregate principal amount: $100,000,000
Price to Public: 99.114%, plus accrued interest, if any, from December 1, 1997
Purchase Price by Underwriters: 98.239% of the principal amount of the
Debentures, plus accrued interest from December 1, 1997
Form of Designation Securities: Book-entry only form represented by one
or more global securities deposited with The Depository Trust Company ("DTC") or
its designated custodian, to be made available for checking by the
Representatives at least twenty-four hours prior to the Time of Delivery at the
office of DTC
Specified funds for payment of
purchase price: Federal (same-day) Funds by wire transfer
Time of Delivery: December 1, 1997
Indenture: Indenture dated as of November 1, 1996,
between the Company and the First National Bank of Chicago, as Trustee
Maturity: December 1, 2027
Interest Rate: 7.50%
Interest Payment Dates: June 1 and December 1 of each year commencing June 1, 1998
Redemption Provisions: The Designated Securities may be
redeemed, otherwise than through the sinking fund, in whole or in part at the
option of the Company, 100% of their principal amount, together in each case with
accrued interest in the redemption date plus the Make-Whole Amount (as defined
in the Designated Securities)
Defeasance provisions: No defeasance provisions
Closing location for delivery of
Designated Securities: Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Names and addresses of
Representatives: c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
</TABLE>
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"). UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO SUSA
PARTNERSHIP, L.P. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SUSA PARTNERSHIP, L.P.
7.00% Note due December 1, 2007
No. 1 $100,000,000
CUSIP No. 869049AD8
SUSA Partnership, L.P., a limited partnership duly organized
and existing under the laws of Tennessee (herein called the "Company," which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of One Hundred Million Dollars ($100,000,000) on December 1,
2007, and to pay interest thereon from December 1, 1997, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 1 and December 1 in each year, commencing June
1, 1998, at the rate of 7.00% per annum, until the principal hereof is paid or
made available for payment, provided that any principal and premium, and any
such instalment of interest, which is overdue shall bear interest at the rate of
7.00% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the May 15, or November 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for on any Interest Payment Date shall forthwith cease to
be payable to the Holder on the applicable Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid
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at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
This Security is a "book-entry" security and is being
registered in the name of Cede & Co. as nominee of DTC, a clearing agency.
Subject to the terms of the Indenture, this Security will be held by a clearing
agency or its nominee, and beneficial interests will be held by beneficial
owners through the book-entry facilities of such clearing agency or its nominee
in minimum denominations of $1,000 and increments of $1,000 in excess thereof.
Payment of the principal of (and premium, if any) and interest
on this Security will be made at the Corporate Trust Office of the Trustee
maintained for that purpose at 14 Wall Street, Eighth Floor, Window 2, New York,
New York 10005, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
As long as this Security is registered in the name of DTC or
its nominee, the Trustee will make payments of principal of (and premium, if
any) and interest on this Security by wire transfer of immediately available
funds to DTC or its nominee. Notwithstanding the above, the final payment on
this Security will be made after due notice by the Trustee of the pendency of
such payment and only upon presentation and surrender of this Security at the
Trustee's Corporate Trust Office or such other offices or agencies appointed by
the Trustee for that purpose and such other locations provided pursuant to the
Indenture.
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of November 1, 1996 (herein called
the "Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The First National Bank of Chicago, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof
limited in aggregate principal amount to $100,000,000.
The Securities of this series may be redeemed at any time at
the option of the Company, in whole or from time to time in part, at a
redemption price (the "Redemption Price") equal to the sum of (A) the principal
amount of the Securities of this series (or portion thereof being redeemed) plus
accrued interest thereon to the redemption date and (B) the Make-Whole Amount
(as defined below), if any, with respect to such Securities of this series (or
portion thereof).
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<PAGE>
If notice has been given as provided in the Indenture and funds for the
redemption of any Securities of this series (or any portion thereof) called for
redemption shall have been made available on the redemption date referred to in
such notice, such Securities of this series (or any portion thereof) will cease
to bear interest on the date fixed for such redemption specified in such notice
and the only right of the Holders of the Securities of this series will be to
receive payment of the Redemption Price.
Notice of any optional redemption of any Securities of this series (or
any portion thereof) will be given to Holders at their addresses, as shown in
the Security Register, not more than 60 nor less than 30 days prior to the date
fixed for redemption. The notice of redemption will specify, among other items,
the Redemption Price and the principal amount of the Securities of this series
held by such Holder to be redeemed.
The Company will notify the Trustee at least 60 days prior to giving
notice of redemption (or such shorter period as is satisfactory to the Trustee)
of the aggregate principal amount of Securities of this series to be redeemed
and their redemption date. If less than all the Securities of this series are to
be redeemed at the option of the Company, the Trustee shall select, in such
manner as it shall deem fair and appropriate, the Securities of this series to
be redeemed in whole or in part.
In the event of redemption of the Securities of this series in part
only, a new Security of this series for the amount of the unredeemed portion
hereof shall be issued in the name of the Holder hereto, upon cancellation
hereof.
As used herein:
"Make-Whole Amount" means, in connection with any optional redemption
or accelerated payment of any Security of this series, the excess, if any, of
(i) the aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or accelerated
payment) that would have been payable in respect of each such dollar if such
redemption or accelerated payment had not been made, determined by discounting,
on a semiannual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made, over (ii) the aggregate
principal amount of the Securities of this series being redeemed or paid.
"Reinvestment Rate" means .20% plus the arithmetic mean of the yields
under the respective heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity, as of the payment date of the principal being
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<PAGE>
redeemed or paid. If no maturity exactly corresponds to such maturity, yields
for the two published maturities most closely corresponding to such maturity
shall be calculated pursuant to the immediately preceding sentence and the
Reinvestment Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purpose of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.
"Statistical Release" means the statistical release designated "H.15
(519)" or any successor publication which is published weekly by the Federal
Reserve System and which establishes yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination under the Indenture,
then such other reasonably comparable index which shall be designated by the
Company.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation or such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee,
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to
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<PAGE>
institute any such proceeding, within 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Date: December 5, 1997
[Seal] SUSA PARTNERSHIP, L.P.
By: Storage USA, Inc., its general partner
Attest: By:
---------------------------- --------------------------------
Christopher P. Marr William J. Razzouk
Secretary President and Chief Operating Officer
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
By:
-------------------------------
Authorized Officer
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THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"). UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO SUSA
PARTNERSHIP, L.P. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SUSA PARTNERSHIP, L.P.
7.50% Debenture due December 1, 2027
No. 1 $100,000,000
CUSIP No. 869049AE6
SUSA Partnership, L.P., a limited partnership duly organized
and existing under the laws of Tennessee (herein called the "Company," which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of One Hundred Million Dollars ($100,000,000) on December 1,
2027, and to pay interest thereon from December 1, 1997, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 1 and December 1 in each year, commencing June
1, 1998, at the rate of 7.50% per annum, until the principal hereof is paid or
made available for payment, provided that any principal and premium, and any
such instalment of interest, which is overdue shall bear interest at the rate of
7.50% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the May 15, or November 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for on any Interest Payment Date shall forthwith cease to
be payable to the Holder on the applicable Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid
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<PAGE>
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
This Security is a "book-entry" security and is being
registered in the name of Cede & Co. as nominee of DTC, a clearing agency.
Subject to the terms of the Indenture, this Security will be held by a clearing
agency or its nominee, and beneficial interests will be held by beneficial
owners through the book-entry facilities of such clearing agency or its nominee
in minimum denominations of $1,000 and increments of $1,000 in excess thereof.
Payment of the principal of (and premium, if any) and interest
on this Security will be made at the Corporate Trust Office of the Trustee
maintained for that purpose at 14 Wall Street, Eighth Floor, Window 2, New York,
New York 10005, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
As long as this Security is registered in the name of DTC or
its nominee, the Trustee will make payments of principal of (and premium, if
any) and interest on this Security by wire transfer of immediately available
funds to DTC or its nominee. Notwithstanding the above, the final payment on
this Security will be made after due notice by the Trustee of the pendency of
such payment and only upon presentation and surrender of this Security at the
Trustee's Corporate Trust Office or such other offices or agencies appointed by
the Trustee for that purpose and such other locations provided pursuant to the
Indenture.
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of November 1, 1996 (herein called
the "Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The First National Bank of Chicago, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof
limited in aggregate principal amount to $100,000,000.
The Securities of this series may be redeemed at any time at
the option of the Company, in whole or from time to time in part, at a
redemption price (the "Redemption Price") equal to the sum of (A) the principal
amount of the Securities of this series (or portion thereof being redeemed) plus
accrued interest thereon to the redemption date and (B) the Make-Whole Amount
(as defined below), if any, with respect to such Securities of this series (or
portion thereof).
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If notice has been given as provided in the Indenture and funds for the
redemption of any Securities of this series (or any portion thereof) called for
redemption shall have been made available on the redemption date referred to in
such notice, such Securities of this series (or any portion thereof) will cease
to bear interest on the date fixed for such redemption specified in such notice
and the only right of the Holders of the Securities of this series will be to
receive payment of the Redemption Price.
Notice of any optional redemption of any Securities of this series (or
any portion thereof) will be given to Holders at their addresses, as shown in
the Security Register, not more than 60 nor less than 30 days prior to the date
fixed for redemption. The notice of redemption will specify, among other items,
the Redemption Price and the principal amount of the Securities of this series
held by such Holder to be redeemed.
The Company will notify the Trustee at least 60 days prior to giving
notice of redemption (or such shorter period as is satisfactory to the Trustee)
of the aggregate principal amount of Securities of this series to be redeemed
and their redemption date. If less than all the Securities of this series are to
be redeemed at the option of the Company, the Trustee shall select, in such
manner as it shall deem fair and appropriate, the Securities of this series to
be redeemed in whole or in part.
In the event of redemption of the Securities of this series in part
only, a new Security of this series for the amount of the unredeemed portion
hereof shall be issued in the name of the Holder hereto, upon cancellation
hereof.
As used herein:
"Make-Whole Amount" means, in connection with any optional redemption
or accelerated payment of any Security of this series, the excess, if any, of
(i) the aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or accelerated
payment) that would have been payable in respect of each such dollar if such
redemption or accelerated payment had not been made, determined by discounting,
on a semiannual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made, over (ii) the aggregate
principal amount of the Securities of this series being redeemed or paid.
"Reinvestment Rate" means .25% plus the arithmetic mean of the yields
under the respective heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity, as of the payment date of the principal being
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<PAGE>
redeemed or paid. If no maturity exactly corresponds to such maturity, yields
for the two published maturities most closely corresponding to such maturity
shall be calculated pursuant to the immediately preceding sentence and the
Reinvestment Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purpose of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.
"Statistical Release" means the statistical release designated "H.15
(519)" or any successor publication which is published weekly by the Federal
Reserve System and which establishes yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination under the Indenture,
then such other reasonably comparable index which shall be designated by the
Company.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation or such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee,
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
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<PAGE>
any such proceeding, within 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Date: December 5, 1997
[Seal] SUSA PARTNERSHIP, L.P.
By: Storage USA, Inc., its general partner
Attest: By:
---------------------------- --------------------------------
Christopher P. Marr William J. Razzouk
Secretary President and Chief Operating Officer
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
By:
-------------------------------
Authorized Officer
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