SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
STORAGE USA, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
861907 10 3
(CUSIP Number)
PAUL E. SZUREK
SECURITY CAPITAL U.S. REALTY
69, ROUTE D'ESCH
L-1470 LUXEMBOURG
(352) 48 78 78
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 8, 1996
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sche-
dule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this state-
ment / /. (A fee is not required only if the reporting per-
son: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 7 Pages<PAGE>
CUSIP No. 861907 10 3 13D Page 2 of 7 Pages
1 NAME OF PERSON
SECURITY CAPITAL U.S. REALTY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
7 SOLE VOTING POWER
NUMBER OF 7,196,154 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,196,154
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,196,154 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.212 % (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 861907 10 3 13D Page 3 of 7 Pages
1 NAME OF PERSON
SECURITY CAPITAL HOLDINGS S.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
7 SOLE VOTING POWER
NUMBER OF 7,196,154 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,196,154
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,196,154 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.212% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 3 is filed by Security Capital U.S.
Realty ("Security Capital U.S. Realty"), a corporation orga-
nized and existing under the laws of Luxembourg, and by Secu-
rity Capital Holdings S.A. ("Holdings"), a corporation orga-
nized and existing under the laws of Luxembourg and a wholly
owned subsidiary of Security Capital U.S. Realty (together with
Security Capital U.S. Realty, "USRealty"), and hereby amends
the Schedule 13D ("Schedule 13D") originally filed on March 8,
1996, as amended by Amendment No. 1 ("Amendment No. 1 to Sched-
ule 13D") filed on March 21, 1996 and Amendment No. 2 ("Amend-
ment No. 2 to Schedule 13D") filed on July 1, 1996. This
Amendment No. 3 relates to shares of common stock, par value
$0.01 per share ("Common Stock"), of Storage USA, Inc., a Ten-
nessee corporation ("Storage"). Capitalized terms used herein
without definition shall have the meanings ascribed thereto in
Schedule 13D, as amended by Amendment No. 1 to Schedule 13D and
Amendment No. 2 to Schedule 13D.
On July 1, 1996, USRealty purchased in stock market
transactions 142,400 shares of Common Stock for a purchase
price of $32.56 per share (including commissions). These funds
were obtained from cash on hand and from drawdowns under the
Facility Agreement.
On July 1, 1996 Storage and USRealty entered into
Amendment No. 1 (the "Amendment No. 1") to the Stock Purchase
Agreement. Amendment No. 1 provided for USRealty's purchase of
1,916,933 Shares at a price of $31.30 per Share at a second
closing (the "Second Closing") under the Stock Purchase Agree-
ment to be held on July 8, 1996. Amendment No. 1 provides that
Storage has the right to require USRealty to purchase ad-
ditional Shares at subsequent closings, at a price of $31.30
per Share, with the number of Shares purchased at each such
subsequent closing determined by Storage, so long as the ag-
gregate purchase price paid for the Shares purchased at each
such subsequent closing is equal to or greater than $15 mil-
lion. Amendment No. 1 further provides that if the Remaining
Equity Commitment on September 1, 1996 exceeds zero, USRealty
has the right, subject to satisfaction or waiver of certain
conditions, to purchase all Shares at a price of $31.30 per
Share in a single closing so that the Remaining Equity Commit-
ment equals zero by September 30, 1996. Pursuant to Amendment
No. 1, Storage has agreed that until the 20% Termination Date
it will provide USRealty with advance notice of its intention
to make any material public releases or announcements concern-
ing Storage or its affiliates, if possible, at least one busi-
ness day prior to such release or announcement. A copy of
Amendment No. 1 is attached hereto as Exhibit 6 and is specifi-
cally incorporated herein by reference and the description of
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such Amendment is qualified in its entirety by reference to
such Amendment.
On July 8, 1996, USRealty purchased 1,916,933 Shares
(the "Second Shares") at a price of $31.30 per Share at the
Second Closing. The aggregate price paid to Storage for the
Second Shares was $60,000,002.90. Security Capital U.S. Realty
advanced to Holdings the funds necessary to purchase the Second
Shares as required by the Stock Purchase Agreement. These
funds were obtained by USRealty from proceeds of a European
public offering of $250 million of equity securities which
closed on July 2, 1996.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change except as set forth above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change except as set forth above.
ITEM 4. PURPOSE OF TRANSACTION.
No material change except as set forth above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change except as set forth above and be-
low.
As of July 8, 1996, USRealty may be deemed to bene-
ficially own up to 7,196,154 shares of Common Stock because of
USRealty's acquisition of 1,916,933 of such shares on July 8,
1996, because of USRealty's acquisition of 1,948,882 of such
shares on March 19, 1996, because of USRealty's right to ac-
quire 3,162,939 of such shares pursuant to and subject to the
terms and conditions of the Stock Purchase Agreement, because
of USRealty's acquisition of 142,400 of such shares on July 1,
1996 and because of USRealty's ownership of an additional
25,000 shares of Common Stock as of March 1, 1996. If USRealty
acquires such additional 3,162,939 Shares, USRealty will own
approximately 29.212% of the outstanding Common Stock, and ap-
proximately 27.7% on a fully diluted basis, based on the num-
ber of outstanding shares of Common Stock, the number of out-
standing limited partnership units of SUSA Partnership, L.P.
-5-<PAGE>
that are redeemable for Common Stock and the number of out-
standing options and other securities convertible into Common
Stock.
Except as set forth herein, to the best knowledge and
belief of USRealty, no transactions involving Common Stock have
been effected during the past 60 days by USRealty or by its
directors, executive officers or controlling persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change except as described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is filed as part of this Amend-
ment No. 3 to Schedule 13D:
Exhibit 6 - Amendment No. 1 to the Stock Purchase Agreement,
dated as of July 1, 1996, by and among Storage
USA, Inc., Security Capital Holdings S.A. and
Security Capital U.S. Realty
-6-<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
SECURITY CAPITAL U.S. REALTY
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
July 10, 1996
-7-<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
6 Amendment No. 1 to the Stock Purchase
Agreement, dated as of July 1, 1996,
by and among Storage USA, Inc.,
Security Capital Holdings S.A. and
Security Capital U.S. Realty
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the
"Amendment"), dated as of July 1, 1996, is made by and among
Storage USA, Inc., a Tennessee corporation (the "Company"),
Security Capital U.S. Realty, a Luxembourg corporation ("USRE-
ALTY"), and Security Capital Holdings S.A., a Luxembourg corpo-
ration and a wholly owned subsidiary of USREALTY ("Buyer").
RECITALS:
WHEREAS, the parties hereto entered into a Stock Pur-
chase Agreement, dated as of March 1, 1996 (the "Agreement");
and
WHEREAS, the parties hereto desire to amend certain
terms of the Agreement with respect to purchases of Company
Common Stock following the Initial Closing and with respect to
certain public releases or announcements;
NOW, THEREFORE, in consideration of the foregoing,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, the parties hereto hereby agree as
follows:
1. Definitions. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the
Agreement.
2. Amendments to the Agreement.
(a) Section 1.80 of the Agreement is hereby amended
by deleting such Section 1.80 in its entirety and replacing it
with the following:
Section 1.80 "Remaining Equity Commitment"
shall mean, on any given date after the Initial Clos-
ing, the Total Equity Commitment minus the sum of the
Initial Purchase Price and all of the Subsequent Pur-
chase Prices of all Subsequent Purchases effected
prior to the given date. The Remaining Equity Com-
mitment shall be deemed to be zero on the earlier of
(i) the date that the Remaining Equity Commitment
equals zero pursuant to the previous sentence, or
(ii) the later of (A) September 30, 1996 or (B) if<PAGE>
Buyer timely notifies the Company that it is, pursu-
ant to Section 2.4(b), exercising its right to make a
Subsequent Purchase equal to the then amount of the
Remaining Equity Commitment, then, the date as soon
thereafter as (x) all conditions to Buyer's obli-
gations to effect such purchase shall have been sat-
isfied or waived, and (y) such purchase shall have
been effected.
(b) Section 1.83 of the Agreement is hereby amended
by deleting such Section 1.83 in its entirety and replacing it
with the following:
Section 1.83 "Second Closing" shall have the
meaning set forth in Section 2.4(a).
(c) The Agreement is hereby amended by adding a new
Section 1.87a following Section 1.87, as follows:
Section 1.87a "Subsequent Closings" shall mean,
collectively, the Second Closing and all Closings
occurring thereafter.
(d) Section 1.88 of the Agreement is hereby amended
by deleting the third to last word thereof and replacing such
deleted word with "any".
(e) Section 1.89 of the Agreement is hereby amended
by deleting such Section 1.89 in its entirety and replacing it
with the following:
Section 1.89 "Subsequent Purchase" shall have
the meaning set forth in Section 2.4(b).
(f) Section 2.4 of the Agreement is hereby amended
by deleting such Section 2.4 in its entirety and replacing it
with the following:
Section 2.4 Subsequent Purchases and Sales.
(a) Subject to the terms and conditions hereof and
subject to satisfaction or waiver of the applicable
conditions set forth in Sections 7.2 and 7.3 at a
Closing to be held on July 8, 1996 (the "Second Clos-
ing"), Buyer shall purchase and acquire (and the Ad-
vancing Party shall advance sufficient funds for such
purchase) from the Company, and the Company will
sell, convey, assign, transfer and deliver to Buyer,
1,916,933 shares of Company Common Stock, and Buyer
will pay to the Company $60,000,002.90 for such
shares of Company Common Stock.
-2-<PAGE>
(b) Subject to the terms and conditions hereof
and subject to satisfaction or waiver of the appli-
cable conditions set forth in Sections 7.2 and 7.3,
from time to time following the Second Closing, the
Company shall have the right to require Buyer to pur-
chase and acquire (and the Advancing Party to advance
sufficient funds for such purchase) from the Company,
and the Company will sell, convey, assign, transfer
and deliver to Buyer, additional shares of Company
Common Stock (such purchases together with the pur-
chases effected at the Second Closing, the "Subse-
quent Purchases"), the number of which shares of Com-
pany Common Stock shall be determined by the Company;
provided, however, that each Subsequent Purchase
other than the purchase effected at the Second Clos-
ing shall be made at the Per Share Purchase Price
and, except with respect to the purchase effected at
the Second Closing, shall consist of a sufficient
number of shares of Company Common Stock so that each
such Subsequent Purchase Price is equal to or greater
than $15 million, and provided further that the Sub-
sequent Purchase Price to be paid at any Closing is
not greater than the Remaining Equity Commitment im-
mediately prior to such Closing. In no event shall
Buyer be required to purchase shares of Company Com-
mon Stock pursuant hereto so that it shall have ex-
pended more than the Total Equity Commitment. Sub-
ject to the terms and conditions hereof, each Closing
of a Subsequent Purchase other than the Second Clos-
ing shall be on the first Business Day following the
19th day of the month following any month in which
the Company provides Buyer with written notice of its
desire to effect a Closing in the following month, if
such written notice is given to Buyer at least five
Business Days prior to the end of such preceding
month.
(c) If the Remaining Equity Commitment on Sep-
tember 1, 1996 is greater than zero, then Buyer shall
have the right, subject to the satisfaction or waiver
of the applicable conditions set forth in Sections
7.2, 7.3 and 7.4, to make a single Subsequent Pur-
chase from the Company of a sufficient number of
shares of Company Common Stock at the Per Share Pur-
chase Price so that the Remaining Equity Commitment
equals zero by September 30, 1996, or as soon there-
after as all conditions to Buyer's obligation to ef-
fect any purchase of Company Common Stock hereunder
shall have been satisfied or waived.
-3-<PAGE>
(g) Clause (iii) of Section 2.5(b) of the Agreement
is hereby amended by deleting such Clause in its entirety and
replacing it with the following:
(iii) evidence or copies of any consents, approvals,
orders, qualifications or waivers required pursuant
to Section 7.1, as to the Initial Closing only, and
pursuant to Sections 7.2 and 7.3, as to all Closings.
(h) Section 5.4(a) of the Agreement is hereby
amended by adding after the last sentence thereof the follow-
ing:
The Company agrees that until the 20% Termination
Date (as defined in the Strategic Alliance Agree-
ment), it shall endeavor to provide to Buyer advance
notice of its intention to make, any material public
release or announcement concerning the Company or any
of its Affiliates, in each case, if possible, at
least one Business Day prior to such release or an-
nouncement.
(i) Section 7.2 of the Agreement is hereby amended
by (i) changing the first reference therein to "the Second
Closing" to "each Subsequent Closing" and (ii) by changing all
other references therein to "the Second Closing" to "such
Subsequent Closing."
(j) Section 7.3 of the Agreement is hereby amended
by changing the first reference therein to "the Second Closing"
to "each Subsequent Closing."
(k) Section 7.4 of the Agreement is hereby amended
by changing the first reference therein to "the Second Closing"
to "each Subsequent Closing."
(l) The first sentence of sentence of Section 8.1 of
the Agreement is hereby amended by deleting such sentence in
its entirety and replacing it with the following:
All representations, warranties and (except as pro-
vided by the last sentence of this Section 8.1) cov-
enants and agreements of the parties contained
herein, including indemnity or indemnification agree-
ments contained herein, or in any Schedule or Exhibit
hereto, or any certificate, document or other instru-
ment delivered in connection herewith shall survive
the First Closing and all Subsequent Closings until
the first anniversary of the last Subsequent Closing.
-4-<PAGE>
3. No Effect on Consistent Terms. All terms of the
Agreement not inconsistent with this Amendment shall remain in
place and in full force and effect and shall be unaffected by
this Amendment.
4. Headings. The headings contained in this Amend-
ment are inserted for convenience of reference only and shall
not affect the meaning or interpretation of this Amendment.
5. Counterparts. This Amendment may be executed in
one or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or
more counterparts have been signed by each party hereto and
delivered to the other party.
-5-<PAGE>
IN WITNESS WHEREOF, this Amendment has been signed by
or on behalf of each of the parties hereto as of the day first
above written.
STORAGE USA, INC.
By: /s/ Thomas E. Robinson
Name: Thomas E. Robinson
Title: President
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
SECURITY CAPITAL U.S. REALTY
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
-6-
