<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Date of Report (Date of earliest event reported) July 17, 1996 (June 19, 1996)
-----------------------------------------------
</TABLE>
Storage USA, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Tennessee 001-12910 62-1251239
- ---------------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
10440 Little Patuxent Parkway, Suite 1100, Columbia, Maryland 21044
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 730-9500
-----------------------------
<PAGE> 2
EXPLANATORY NOTE: Pursuant to Item 7(a)(4) of Form 8-K, this Form 8-K/A amends
the Company's Form 8-K filed on June 21, 1996, to include the historical
financial statements and pro forma financial information required by Item 7(a)
and (b).
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS APPLICABLE TO REAL ESTATE PROPERTIES ACQUIRED.
* Report of Independent Accountants
* Acquisition Facilities Historical Summaries of Combined Gross
Revenue and Direct Operating Expenses for the year ended
December 31, 1995 (Audited), and for the three months ended
March 31, 1996 (Unaudited).
* Notes to Historical Summaries of Combined Gross Revenue and
Direct Operating Expenses.
(b) PRO FORMA FINANCIAL INFORMATION
* Unaudited Pro Forma Combined Condensed Balance Sheet as of
March 31, 1996.
* Unaudited Pro Forma Combined Condensed Statement of Operations
for the three months ended March 31, 1996.
* Unaudited Pro Forma Combined Condensed Statement of Operations
for the year ended December 31, 1995.
* Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.
(c) EXHIBITS
Exhibit Description
------- -----------
10.0 Second Amendment to Second Amended and Restated
Agreement of Limited Partnership of SUSA
Partnership, L.P.
23.0 Consent of Independent Accountants.
1
<PAGE> 3
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Shareholders of
Storage USA, Inc.
We have audited the accompanying Historical Summaries of Combined Gross
Revenue and Direct Operating Expenses (the "Historical Summaries") for certain
self-storage facilities (the "Acquisition Facilities") described in Note 1 to
the Historical Summaries for the year ended December 31, 1995. These Historical
Summaries are the responsibility of the management of the Acquisition
Facilities. Our responsibility is to express an opinion on these Historical
Summaries based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit provides a reasonable basis
for our opinion.
The accompanying Historical Summaries were prepared for the purposes of
complying with the Rules and Regulations of the Securities and Exchange
Commission (for inclusion in the Form 8-K of Storage USA, Inc.) as described in
Note 1 to the Historical Summaries, and are not intended to be a complete
presentation of the Acquisition Facilities' revenues and expenses.
In our opinion, based on our audit, such Historical Summaries present
fairly, in all material respects, the combined gross revenue and direct
operating expenses of the Acquisition Facilities for the year ended December
31, 1995, in conformity with generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
June 28, 1996
2
<PAGE> 4
ACQUISITION FACILITIES
HISTORICAL SUMMARIES OF COMBINED GROSS
REVENUE AND DIRECT OPERATING EXPENSES
(amounts in thousands)
<TABLE>
<CAPTION>
Year ended Three months ended
December 31, March 31,
1995 1996
------------ ------------------
(unaudited)
(note 1)
<S> <C> <C>
Gross Revenue:
Rental revenue $14,954 $2,905
Other revenue 264 30
---------- ---------
Total gross revenue 15,218 2,935
---------- ---------
Direct Operating Expenses:
Property operations and maintenance 3,288 718
Real estate taxes 1,148 226
---------- ---------
Total direct operating expenses 4,436 944
---------- ---------
Revenue in excess of direct operating expenses $10,782 $1,991
========== =========
</TABLE>
See Accompanying Notes.
3
<PAGE> 5
ACQUISITION FACILITIES
NOTES TO HISTORICAL SUMMARIES OF
COMBINED GROSS REVENUE AND DIRECT OPERATING EXPENSES
1. BASIS OF PRESENTATION
The Historical Summaries of Combined Gross Revenue and Direct
Operating Expenses (the "Historical Summaries") relate to the operation of the
following 6 facilities acquired prior to March 31, 1996 (the "Pre 3/31/96
Acquisition Facilities") and the 23 facilities acquired subsequent to March 31,
1996 (the "Post 3/31/96 Acquisition Facilities"). These 29 self-storage
facilities, which have been acquired by the Operating Partnership, are
collectively referred to as the "Acquisition Facilities". The Historical
Summaries for the period ended March 31, 1996, only relate to the operation of
the 23 Post 3/31/96 Acquisition Facilities.
<TABLE>
<CAPTION>
Pre 3/31/96 Acquisition Facilities - Locations
----------------------------------------------
<S> <C>
Mesa, Arizona Ft. Lauderdale, Florida
Thousand Palms, California Atlanta, Georgia
Boca Raton, Florida Norristown, Pennsylvania *
</TABLE>
<TABLE>
<CAPTION>
Post 3/31/96 Acquisition Facilities - Locations
-----------------------------------------------
<S> <C> <C>
Phoenix, Arizona Gambrills, Florida * Salisbury, Massachusetts *
Phoenix, Arizona Miami, Florida * South Easton, Massachusetts *
Sacramento, California Port Charlotte, Florida Tyngsboro, Massachusetts *
Salinas, California Brockton, Massachusetts Las Vegas, Nevada
Whittier, California Fall River, Massachusetts * Abscon, New Jersey *
Farmington, Conneticut * North Attleboro, Massachusetts * Mays Landing, New Jersey *
Rocky Hill, Conneticut * Northborough, Massachusetts Coram, New York *
Waterbury, Conneticut * Bedford, Texas
</TABLE>
* - 14 facilities previously managed, for a fee, by SUSA Management, Inc.
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 Acquisition Facilities have been excluded.
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 Acquisition Facilities. Rental Income is
recognized when due from occupants. Expenses are recognized on the accrual
basis.
4
<PAGE> 6
2. INTERIM PERIODS
The unaudited interim Historical Summaries have been prepared in
accordance with generally accepted accounting principles for interim financial
information. In the opinion of management, all adjustments considered
necessary for a fair presentation are of a normal recurring nature and have
been included. Operating results for the three months ended March 31, 1996 are
not necessarily indicative of future operating results. The unaudited interim
Historical Summaries contain only the operating results of the 23 Post 3/31/96
Acquisition Facilities.
5
<PAGE> 7
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following unaudited Pro Forma Combined Condensed Balance Sheet as
of March 31, 1996, and the unaudited Pro Forma Combined Condensed Statements of
Operations for the three months ended March 31, 1996, and for the year ended
December 31, 1995 have been prepared to reflect the acquisition of the 29
facilities (the "Acquisition Facilities") and the adjustments described in the
accompanying notes. The pro forma combined condensed financial information is
based on the historical financial statements of Storage USA, Inc. in the
Company's Form 10-Q for the three months ended March 31, 1996 and the pro forma
financial information in the Company's 1995 Annual Report to Shareholders and
should be read in conjunction with those financial statements and the notes
thereto. The Pro Forma Combined Condensed Balance Sheet was prepared as if the
23 Post 3/31/96 Acquisition Facilities were purchased on March 31, 1996. The
Pro Forma Combined Condensed Statements of Operations were prepared as
if the Acquisition Facilities were purchased at the beginning of the period
reflected thereon. The combined condensed pro forma 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.
6
<PAGE> 8
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEET
March 31, 1996
(Unaudited)
(thousands)
<TABLE>
<CAPTION>
Historical Pro Forma
Storage Acquisition Storage
USA, Inc. Facilities USA, Inc.
-------------- -------------- ----------------
<S> <C> <C> <C>
Assets:
Investment in storage facilities, net $521,132 $82,328 (a) $603,460
Cash and equivalents 3,011 3,011
Other assets 11,165 11,165
------------ ----------- -------------
Total Assets $535,308 $82,328 $617,636
============ =========== =============
Liabilities and Shareholders' Equity
Line of credit borrowings 64,165 71,024 135,189
Mortgage notes payable 6,612 7,060 13,672
Accounts payable and accrued expenses 3,389 3,389
Rents received in advance 4,184 4,184
Dividend payable 10,149 10,149
Minority interest 29,461 4,244 33,705
------------ ----------- -------------
Total liabilities $117,960 $82,328 $200,288
------------ ----------- -------------
Shareholders' Equity
Common stock 195 195
Paid-in capital 448,142 448,142
Notes receivable - officers (7,980) (7,980)
Accumulated deficit (15,831) (15,831)
Distributions in excess of net income (7,178) (7,178)
------------ ----------- -------------
Total shareholders' equity 417,348 417,348
------------ ----------- -------------
Total liabilities and shareholders' equity $535,308 $82,328 $617,636
============ =========== =============
</TABLE>
See Accompanying Notes.
7
<PAGE> 9
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the three months ended March 31, 1996
(Unaudited)
(thousands, except per share data)
<TABLE>
<CAPTION>
Post 3/31/96 Pre 3/31/96
Acquisition Acquisition
Historical Facilities Facilities Pro Forma
Storage Acquisition Pro Forma Pro Forma Storage
USA, Inc. Facilities Adjustments Adjustments USA, Inc.
--------------- --------------- --------------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Property Revenues:
Rental income $20,819 $2,905 $572 (f) $24,296
Management income 240 (103)(b) (7)(b) 130
Other income 274 30 6 (g) 310
----------- ---------- -------- -------- ----------
Total Revenues 21,333 2,935 (103) 571 24,736
----------- ---------- -------- -------- ----------
Property Expenses:
Cost of property operations
and maintenance 5,733 718 189 (h) 6,640
Real estate taxes 1,693 226 44 (i) 1,963
General & administrative 780 780
Depreciation & amortization 2,670 376 (c) 63 (j) 3,109
----------- ---------- -------- -------- ----------
Total Expenses 10,876 944 376 296 12,492
----------- ---------- -------- -------- ----------
Income from property operations 10,457 1,991 (479) 275 12,244
Other Income (expenses):
Interest expense (1,665) (324)(d) (338)(k) (2,327)
Interest income 155 155
----------- ---------- -------- -------- ----------
Income before minority interest 8,947 1,991 (803) (63) 10,072
Minority interest (555) (63)(e) 4 (l) (614)
----------- ---------- -------- -------- ----------
Net income $8,392 $1,991 ($866) ($59) $9,458
=========== ========== ======== ======== ==========
Net income per share $0.48
==========
Weighted Average Shares
Outstanding 19,552
==========
</TABLE>
See Accompanying Notes.
8
<PAGE> 10
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the year December 31, 1995
(Unaudited)
(thousands, except per share data)
<TABLE>
<CAPTION>
Initial
Pro Forma Pro Forma
Storage Acquisition Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
-------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C>
Property Revenues:
Rental income $81,875 $14,954 $96,829
Management income 1,072 (451)(m) 621
Other income 1,037 264 1,301
----------- ----------- ---------- -----------
Total Revenues 83,984 15,218 (451) 98,751
----------- ----------- ---------- -----------
Property Expenses:
Cost of property operations
and maintenance 22,385 3,288 25,673
Real estate taxes 6,171 1,148 500 (n) 7,819
General & administrative 3,046 700 (o) 3,746
Depreciation & amortization 9,579 1,907 (p) 11,486
----------- ----------- ---------- -----------
Total Expenses 41,181 4,436 3,107 48,724
----------- ----------- ---------- -----------
Income from property operations 42,803 10,782 (3,558) 50,027
Other Income (expenses):
Interest expense (7,679) (2,665)(q) (10,344)
Interest income 637 637
----------- ----------- ---------- -----------
Income before minority interest 35,761 10,782 (6,223) 40,320
Minority interest (1,798) (663)(r) (2,461)
----------- ----------- ---------- -----------
Net income $33,963 $10,782 ($6,886) $37,859
=========== =========== ========== ===========
Net income per share $1.94
===========
Weighted Average Shares
Outstanding 19,552
===========
</TABLE>
See Accompanying Notes.
9
<PAGE> 11
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
1. STORAGE USA, INC.
Storage USA, Inc. (the "Company") historical financial information
includes SUSA Partnership, L.P. (the "Operating Partnership") and SUSA
Management, Inc. ("SUSA Management"). The March 31, 1996, Historical Storage
USA, Inc., Balance Sheet includes the proceeds from the March 19, 1996,
issuance of 1,948,882 shares of common stock at a price of $31.30 per share,
plus a purchase price adjustment for accrued dividends, less issuance costs.
These shares are included in the weighted average shares outstanding used for
computation of pro forma net income per share for the year ended December 31,
1995, and the three months ended March 31, 1996, as if they were outstanding at
the beginning of the respective periods.
2. ACQUISITION FACILITIES - BALANCE SHEET
Amounts reflect the acquisition of 29 facilities acquired from January
2, 1996 to June 19, 1996 for a price of $104,468. The total acquisition price
includes the purchase price of the facilities ($103,598) plus the Company's
estimated average cost of $30 per property for capital improvements ($870). The
acquisition price was funded with borrowings under the Company's lines of
credit, assumption of mortgage notes payable, and issuance of units of limited
partnership interest in the Operating Partnership ("OP Units"). The OP Units
were issued at various amounts per Unit, ranging from $32.45 to $33.90.
3. STORAGE USA, INC. - INITIAL PRO FORMA STATEMENT OF OPERATIONS
The initial pro forma statement of operations for the year ended
December 31, 1995 is presented as if the Company's public offering of 4,025
shares of common stock at $28.375 per share and the acquisition of 63
properties during 1995 had occurred on January 1, 1995.
4. ACQUISITION FACILITIES - STATEMENT OF OPERATIONS
The statements of operations for the Acquisition Facilities reflects
the results of operations of the Acquisition Facilities for the year ended
December 31, 1995, and the results of operations of the Post 3/31/96
Acquisition Facilities for the three months ended March 31, 1996, and the
results of operations of the Pre 3/31/96 Acquisition Facilities up to the date
acquired, which are included in the Acquisition Facilities Historical
Summaries of Combined Gross Revenue and Direct Operating Expenses.
10
<PAGE> 12
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - COMBINED CONDENSED BALANCE SHEET
Pro Forma Adjustments are as follows:
<TABLE>
<CAPTION>
AS OF
MARCH 31, 1996
-------------------
<S> <C> <C>
(a) To reflect the purchase of acquired properties acquired since
December 31, 1995. $ 104,468
Less: actual property acquisitions during the first quarter
ended March 31, 1996. (22,140)
----------
Pro Forma adjustment $ 82,328
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS - STATEMENTS OF OPERATIONS THREE MONTHS
MARCH 31, 1996
-------------------
<S> <C> <C>
(b) To reduce management fee income for the 13 managed properties
included in the acquisitions facilities and purchased after
March 31, 1996, based on actual management fees earned by the
Comany during the quarter ended March 31, 1996. $ (103)
Plus: to reduce management fee income for the one managed
property included in the historical results, purchased before
March 31, 1996, based on actual management fees earned by the
Company during the quarter ended March 31, 1996. $ (7)
----------
Pro Forma adjustment $ (110)
(c) To record depreciation on the facilities acquired after March
31, 1996 based on approximately $60,099 of the purchase
price being allocated to depreciable assets, based on a 40 year life. $ 376
(d) To reflect interest expense on bank debt utilized to fund the
purchase of acquired properties acquired after March 31, 1996,
based on $ 71,024 of bank borrowing at 6.1%, and $7,060 of
mortgages assumed at 9.0%. $ (1,253)
Less: Interest savings as a result of the pro forma effect of the first
quarter equity offering assumed to occurr on January 1, 1996. $ 929
--------
Pro Forma adjustment $ (324)
(e) To reflect minority interest expense on historical operations and the
Acquisition Facilities. $ (618)
Less: actual minority interest expense for the three months ended
March 31, 1996 $ (555)
-----
Pro Forma adjustment $ (63)
</TABLE>
11
<PAGE> 13
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
THREE MONTHS
MARCH 31, 1996
-------------------
<S> <C> <C>
(f) To record rental income for the 6 facilities acquired during the
quarter ended March 31, 1996 from January 1, 1996 to the date
acquired, based on the actual operating results of the facilities
acquired through the most recent practicable date prior to filing. $ 572
(g) To record other income for the 6 acquisitions acquired
during the quarter ended March 31, 1996 from January 1, 1996
to the date acquired, based on the actual operating results of the
facilities acquired through the most recent practicable date prior to
filing. $ 6
(h) To record the cost of operations for the 6 faclities acquired
during the quarter ended March 31, 1996 from January 1, 1996
to the date acquired, based on the actual operating results of the
facilities acquired through the most recent practicable date prior to
filing. $ 189
(i) To record real estate taxes for the 6 faclities acquired during the
quarter ended March 31, 1996 from January 1, 1996 to the date
acquired, based on the actual operating results of the facilities
acquired through the most recent practicable date prior to filing. $ 44
(j) To record depreciation for the 6 acquisitions faclities acquired
during the quarter ended March 31, 1996 from January 1, 1996
to the date acquired, based on a 40 year life. $ 63
(k) To record interest expense for the 6 faclities acquired during the
quarter ended March 31, 1996 from January 1, 1996 to the date
acquired, based on $22,140 of bank borrowing at 6.1%. $ (338)
(l) To reflect minority interest expense on the results of operations for
the Pre 3/31/96 Acquisition Facilities for the three months ended
March 31, 1996 from January 1, 1996 to the date acquired. $ 4
</TABLE>
12
<PAGE> 14
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
------------------
<S> <C> <C>
(m) To reflect the reduction in management income for the fourteen
managed properties acquired in the first six months of 1996 for
the period managed by the Company, based on actual management
fees earned by the Company for the year ended December
31, 1995. $ (451)
(n) To reflect the estimated increase in property taxes based on the
Company's historical quarterly results subsequent to acquisition. $ 500
(o) To reflect estimated increase in general and administrative expense
based on the Company's historical quarterly results subsequent to
acquisition. $ 700
(p) To record depreciation on Acquisition Facilities based on approximately
$76,261 of the purchase price being allocated to depreciable assets
and based on a 40 year life. $ (1,907)
(q) To reflect interest expense on bank debt utilized to fund purchase
of the Acquisition Facilities, based on $93,164 of bank borrowing
at 6.1% and mortgages assumed of $7,060 at 9.0%. $ (6,381)
Less: Interest savings as a result of the pro forma effect of the
first quarter equity offering assumed to occur on January 1, 1995. $ 3,716
---------
Pro Forma adjustment $ (2,665)
(r) To record Minority interest for OP Units issued in connection with the
purchase of certain of the Acquisition Facilities. $ (663)
</TABLE>
13
<PAGE> 15
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.
DATED: July 17, 1996
STORAGE USA, INC.
By: /s/ Thomas E. Robinson
---------------------------------
Thomas E. Robinson
President and
Chief Financial Officer
14
<PAGE> 1
EXHIBIT 10.0
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF SUSA PARTNERSHIP, L.P.
This SECOND AMENDMENT, dated as of June 14, 1996, to the Second
Amended and Restated Agreement of Limited Partnership of SUSA Partnership,
L.P., dated as of September 21, 1994 (the "Partnership Agreement"), recites and
provides as follows:
A. Storage USA, Inc. ("Storage USA") is the general partner of
SUSA Partnership, L.P. ("SUSA") and owns 20,642,770 units of general
partnership interest in SUSA.
B. Storage USA desires to convert 16,514,000 of such units into
units of limited partnership interest in SUSA (the "Conversion Units") and to
transfer the Conversion Units to Storage USA Trust, a Maryland business trust
of which Storage USA is the sole beneficial owner (the "Trust").
NOW, THEREFORE, pursuant to Article XI of the Partnership Agreement,
Storage USA, as general partner of SUSA, amends the Partnership Agreement as
follows:
1. Section 7.01(b) is amended and restated in its entirety as
follows:
(b) The General Partner agrees that it will
at all times own at least 20% of the
Partnership Interests, either directly
or through a wholly-owned subsidiary that
is a qualified REIT subsidiary within
the meaning of Section 856(i) of the Code.
2. 16,514,000 units of general partnership interest in SUSA held
by Storage USA as of the date hereof are converted into 16,514,000 units of
limited partnership interest in SUSA.
3. Upon the transfer to the Trust of the Conversion Units, the
execution by the Trust of a counterpart of the Partnership Agreement and the
delivery by the Trust to Storage USA of the documents referred to in Section
9.03(a)(iii) and (v) of the Partnership Agreement, the Trust shall be admitted
as a Limited Partner of the Partnership and Exhibit A to the Partnership
Agreement shall be amended and restated to reflect the transfer of the
Conversion Units to the Trust and the admission of the Trust as a Limited
Partner.
<PAGE> 2
IN WITNESS WHEREOF, Storage USA has caused this Second Amendment to be
duly executed, as of the date first set forth above.
AS GENERAL PARTNER:
STORAGE USA, INC.
By: /s/ JOHN R. ERICKSON
----------------------------------
John R. Erickson
Senior Vice President and Chief
Financial Officer
<PAGE> 1
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into: (A) the Registration
Statements on Forms S-8 (Commission Files Nos. 33-80967, 33-93884, 33-93882 and
33-86362) of Storage USA, Inc.; (B) the Registration Statements on Forms S-3
(Commission File Nos. 33-80965, 33-98142, 33-93886 and 33-91302) of Storage
USA, Inc.; and (C) the Registration Statement on Form S-3, (Commission File No.
333-3344) of SUSA Partnership, L.P. of our report dated June 28, 1996, on our
audit of the Historical Summaries of Combined Gross Revenue and Direct
Operating Expenses for certain self-storage facilities for the year ended
December 31, 1995, which report is included in this Form 8-K.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
July 12, 1996
