<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
Date of Report (Date of earliest event reported) September 16, 1996
-------------------
(July 31, 1996)
- ---------------
Storage USA, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Tennessee 001-12910 62-1251239
- -----------------------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10440 Little Patuxent Parkway, Suite 1100, Columbia, Maryland 21044
- -----------------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
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 August 2, 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 six months ended June
30, 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
June 30, 1996.
* Unaudited Pro Forma Combined Condensed Statement of Operations
for the six months ended June 30, 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 Third Amendment to Second Amended and Restated
Agreement of Limited Partnership of SUSA Partnership, LP.
23.0 Consent of Independent Accountants.
2
<PAGE> 3
[COOPERS & LYBRAND 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 audits.
We conducted our audits 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 audits provide 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 audits, the Historical Summaries referred
to above present fairly, in all material respects, the combined gross revenue
and direct operating expenses described in Note 1 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
September 10, 1996
3
<PAGE> 4
ACQUISITION FACILITIES
HISTORICAL SUMMARIES OF COMBINED GROSS
REVENUE AND DIRECT OPERATING EXPENSES
(amounts in thousands)
<TABLE>
<CAPTION>
For the For the
year ended six months ended
December 31, June 30,
1995 1996
--------------- ------------------
(unaudited)
(note 1)
<S> <C> <C>
Gross Revenue:
Rental revenue $8,906 $4,618
Other revenue 76 65
--------------- ------------------
Total gross revenue 8,982 4,683
--------------- ------------------
Direct Operating Expenses:
Property operations and maintenance 1,870 972
Real estate taxes 578 283
--------------- ------------------
Total direct operating expenses 2,448 1,255
--------------- ------------------
Revenue in excess of direct operating expenses $6,534 $3,428
=============== ==================
</TABLE>
See Accompanying Notes.
4
<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 18 self-storage facilities (the "Acquisition Facilities") which have
been acquired by the Operating Partnership during the period from June 28, 1996
to July 31, 1996.
<TABLE>
<CAPTION>
Acquisition Facilities - Locations
----------------------------------
<S> <C> <C>
Santa Rosa, California Raleigh, North Carolina Beaverton, Washington
Sacramento, California Columbia, South Carolina Miramar, Florida
Gambrills, Maryland Charleston, South Carolina Miami, Florida
Nashville, Tennessee Aloha, Oregon Westminster, California
Charlotte, North Carolina Aloha, Oregon La Puente, California
Charlotte, North Carolina Vancouver, Washington West Palm Beach, Florida *
</TABLE>
* - The Company had an approximately 20% interest in the facility
prior to the purchase.
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.
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 six months ended June 30, 1996 are
not necessarily indicative of future operating results.
5
<PAGE> 6
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following unaudited Pro Forma Combined Condensed Balance Sheet as
of June 30, 1996, and the unaudited Pro Forma Combined Condensed Statements of
Operations for the six months ended June 30, 1996, and for the year ended
December 31, 1995 have been prepared to reflect the acquisition of the 18
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 six months ended June 30, 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
18 Acquisition Facilities were purchased on June 30, 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> 7
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEET
as of June 30, 1996
(Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Historical Pro Forma
Storage Acquisition Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
-------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Assets:
Investment in storage facilities, net $623,013 $64,603 ($10,061)(a) $677,555
Cash and equivalents 3,318 3,318
Other assets 7,734 7,734
-------------- --------------- ------------ ---------------
Total Assets $634,065 $64,603 ($10,061) $688,607
============== =============== ============ ===============
Liabilities and Shareholders' Equity
Line of credit borrowings 147,435 62,391 (70,061)(b) 139,765
Mortgage notes payable 13,604 13,604
Accounts payable and accrued expenses 5,565 5,565
Rents received in advance 4,302 4,302
Dividend payable 11,000 11,000
Minority interest 35,851 2,212 38,063
-------------- --------------- ------------ ---------------
Total liabilities $217,757 $64,603 ($70,061) $212,299
-------------- --------------- ------------ ---------------
Shareholders' Equity
Common stock 195 19 (c) 214
Paid-in capital 447,944 59,981 (d) 507,925
Notes receivable - officers (7,965) (7,965)
Accumulated deficit (15,831) (15,831)
Distributions in excess of net income (8,035) (8,035)
-------------- --------------- ------------ ---------------
Total shareholders' equity 416,308 - 60,000 476,308
-------------- --------------- ------------ ---------------
Total liabilities and shareholders' equity $634,065 $64,603 ($10,061) $688,607
============== =============== ============ ===============
</TABLE>
See Accompanying Notes.
7
<PAGE> 8
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the six months ended June 30, 1996
(Unaudited)
(thousands, except per share data)
<TABLE>
<CAPTION>
Historical Pro Forma
Storage Acquisition Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
Property Revenues:
Rental income $44,590 $4,618 $5,028 (e) $54,236
Management income 446 (140)(f) 306
Other income 654 65 51 (g) 770
------------- --------------- -------------- -------------
Total Revenues 45,690 4,683 4,939 55,312
------------- --------------- -------------- -------------
Property Expenses:
Cost of property operations
and maintenance 12,113 972 1,285 (h) 14,370
Taxes 3,744 283 381 (i) 4,408
General & administrative 1,749 100 (j) 1,849
Depreciation & amortization 5,433 1,316 (k) 6,749
------------- --------------- -------------- -------------
Total Expenses 23,039 1,255 3,082 27,376
------------- --------------- -------------- -------------
Income from property operations 22,651 3,428 1,857 27,936
Other Income (expenses):
Interest expense (3,223) (1,541)(l) (4,764)
Interest income 330 330
------------- --------------- -------------- -------------
Income before minority interest 19,758 3,428 316 23,502
Minority interest (1,225) (88)(m) (1,313)
------------- --------------- -------------- -------------
Net income $18,533 $3,428 $228 $22,189
============= =============== ============== =============
Net income per share $1.03
=============
Weighted Average Shares
Outstanding 21,471
=============
</TABLE>
See accompanying notes.
8
<PAGE> 9
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the year ended 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 $8,906 $14,465 (n) $105,246
Management income 1,072 (451) (o) 621
Other income 1,037 76 262 (p) 1,375
------------- ------------- -------------- -------------
Total Revenues 83,984 8,982 14,276 107,242
------------- ------------- -------------- -------------
Property Expenses:
Cost of property operations
and maintenance 22,385 1,870 3,147 (q) 27,402
Taxes 6,171 578 1,827 (r) 8,576
General & administrative 3,046 1,000 (s) 4,046
Depreciation & amortization 9,579 3,086 (t) 12,665
------------- ------------- -------------- -------------
Total Expenses 41,181 2,448 9,060 52,689
------------- ------------- -------------- -------------
Income from property operations 42,803 6,534 5,216 54,553
Other Income (expenses):
Interest expense (7,679) (2,743)(u) (10,422)
Interest income 637 637
------------- ------------- -------------- -------------
Income before minority interest 35,761 6,534 2,473 44,768
Minority interest (1,798) (702)(v) (2,500)
------------- ------------- -------------- -------------
Net income $33,963 $6,534 $1,771 $42,268
============= ============= ============== =============
Net income per share $1.97
=============
Weighted Average Shares
Outstanding 21,471
=============
</TABLE>
See accompanying notes.
9
<PAGE> 10
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE/UNIT AND PER SHARE/UNIT DATA)
(UNAUDITED)
1. STORAGE USA, INC.
Storage USA, Inc. (the "Company") historical financial information
includes SUSA Partnership, LP (the "Operating Partnership"), Storage USA, Trust
(the "Trust") and SUSA Management, Inc. ("SUSA Management").
2. ACQUISITION FACILITIES - BALANCE SHEET
Amounts reflect the acquisition of 18 facilities acquired from June 28,
1996 to July 31, 1996 for a price of $64,603. The total acquisition price
includes the purchase price of the facilities ($64,063) plus the Company's
estimated average cost of $30 per property for capital improvements ($540).
The acquisition price was funded with borrowings under the Company's lines of
credit, the July 8, 1996 issuance of 1,916,933 shares of common stock of the
Company to Security Capital U.S. Realty ("US Realty") pursuant to a stock
purchase agreement, and issuance of 67,453 units of limited partnership
interest in the Operating Partnership ("OP Units"). The OP Units were issued
at $32.80 per unit.
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 4,025,000
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 Acquisition Facilities
for the six months ended June 30, 1996, which are included in the Acquisition
Facilities Historical Summaries of Combined Gross Revenue and Direct Operating
Expenses.
10
<PAGE> 11
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - COMBINED CONDENSED BALANCE SHEET
Pro Forma Adjustments are as follows:
<TABLE>
<CAPTION>
AS OF
JUNE 30, 1996
------------------
<S> <C> <C>
(a) To reflect the purchase of 3 of the Acquisition Facilities prior
to June 30,1996. $ (10,061)
(b) To reflect the purchase of 3 of the Acquisition Facilities prior
to June 30,1996 $ (10,061)
Plus: to reduce the line of credit borrowings by the aggregate value
of the 1,916,933 shares of common stock issued to US Realty for
$31.30 per share. $ (60,000)
---------
Pro Forma adjustment $ (70,061)
(c) To reflect the issuance of 1,916,933 shares of common stock,
$.01 per share par value, to US Realty. $ 19
(d) To reflect the additional paid in capital to be recognized for the
issuance of 1,916,933 shares of common stock to US Realty,
for $31.30 per share. $ 59,981
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS - STATEMENTS OF OPERATIONS SIX MONTHS ENDED
JUNE 30, 1996
---------------------
<S> <C> <C>
(e) To record rental income for 29 properties acquired during the
first six months of 1996 from January 1, 1996 to the date acquired. $ 5,268
To reduce rental income for the 80% of the West Palm Beach
Acquisition Facility, which was consolidated in the Historical balances. $ (240)
--------
Pro Forma adjustment $ 5,028
(f) To reduce management income for the 14 managed properties
acquired in the first six months of 1996, based on actual management
fees earned by the Company during the six months ended
June 30, 1996. $ (140)
(g) To record other income for 29 properties acquired during the
first six months of 1996 from January 1, 1996 to the date acquired. $ 58
To reduce other income for the 80% of the West Palm Beach
Acquisition Facility, which was consolidated in the Historical balances. $ (7)
-------
Pro Forma adjustment $ 51
</TABLE>
11
<PAGE> 12
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
------------------
<S> <C> <C>
(h) To record cost of property operations for 29 properties acquired
during the first six months of 1996 from January 1, 1996 to the date
acquired. $ 1,367
To reduce the cost of property operations and maintenance for
80% of the West Palm Beach Acquisition Facility, which was
consolidated in the Historical balances. $ (82)
--------
Pro Forma adjustment $ 1,285
(i) To record taxes for 29 properties acquired during the first
six months of 1996 from January 1, 1996 to the date acquired. $ 399
To reduce taxes for 80% of the West Palm Beach Acquisition
Facility, which was consolidated in the Historical balances. $ (18)
-------
Pro Forma adjustment $ 381
(j) To reflect estimated increase in general and administrative expense
based on results subsequent to acquisition. $ 100
(k) To record depreciation for 29 properties acquired during the first
six months of 1996 from January 1, 1996 to the date acquired, based
on a purchase price allocation to depreciable assets, based on a
40 year life. $ 726
To record depreciation on Acquisition Facilities based on approximately
$47,160 of the purchase price being allocated to depreciable assets
and based on a 40 year life. $ 590
-------
Pro Forma adjustment $ 1,316
(l) To record interest expense for 29 properties acquired during the first
six months of 1996 from January 1, 1996 to the date acquired, based
on bank borrowings at 6.4% and mortgages assumed. $ (2,393)
To reflect interest expense on bank debt utilized to fund the
purchase of the Acquisition Facilities, based on $ 62,391
of bank borrowings at 6.4%. $ (1,997)
Less: Interest savings as a result of the pro forma effect of
the first quarter equity offering of $61,000, assumed to occur
on January 1, 1996. $ 929
Less: Interest savings as a result of the pro forma effect of
the third quarter equity offering of $60,000, assumed to occur
on January 1, 1996. $ 1,920
---------
Pro Forma adjustment $ (1,541)
</TABLE>
12
<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>
SIX MONTHS ENDED
JUNE 30, 1996
-----------------------
<S> <C> <C>
(m) To reduce minority interest expense for the six months ended
June 30, 1996 on West Palm Beach Acquisition Facility which the
company had an approximately 20% interest in prior to acquisition. $ 120
To reflect minority interest expense on the 29 facilities acquired
during the first six months of 1996, the Acquisition Facilities, and
the pro forma adjustments. $ (208)
-----------
Pro Forma adjustment $ (88)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------------
<S> <C> <C>
(n) To record rental income for 29 properties acquired during the
first six months of 1996. $ 14,954
To reduce rental income for the 80% of the West Palm Beach
Acquisition Facility as the property was consolidated in the Initial
Pro Forma balances. $ (489)
--------
Pro Forma adjustment $ 14,465
(o) 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)
(p) To record other income for 29 properties acquired during the
first six months of 1996. $ 264
To reduce other income for the 80% of the West Palm Beach
Acquisition Facility as the property was consolidated in the Initial
Pro Forma balances. $ (2)
-------
Pro Forma adjustment $ 262
(q) To record cost of property operations for 29 properties acquired
during the first six months of 1996. $ 3,288
To reduce the cost of property operations and maintenance for
the 80% of the West Palm Beach Acquisition Facility as the property
was consolidated in the Initial Pro Forma balances. $ (141)
-------
Pro Forma adjustment $ 3,147
</TABLE>
13
<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>
(r) To record taxes for 29 properties acquired during the first six
months of 1996. $ 1,148
To reflect the estimated increase in taxes based on the
Company's historical results subsequent to acquisition. $ 700
To reduce taxes for the 80% of the West Palm Beach
Acquisition Facility as the property was consolidated in the
Initial Pro Forma balances. $ (21)
----------
Pro Forma adjustment $ 1,827
(s) To reflect estimated increase in general and administrative expense
based on the Company's historical results subsequent to
acquisition. $ 1,000
(t) To record depreciation for 29 properties acquired during the first
six months of 1996, based on approximately $ 76,261 of the purchase
price being allocated to depreciable assets, based on a 40 year life. $ 1,907
To record depreciation on Acquisition Facilities based on approximately
$ 47,160 of the purchase price being allocated to depreciable assets
and based on a 40 year life. $ 1,179
------
Pro Forma adjustment $ 3,086
(u) To reflect interest expense on bank debt utilized to fund the purchase
of 29 properties acquired during the first six months of 1996, based
on $ 93,164 of bank borrowing at 6.1%. $ (5,683)
To reflect interest expense on mortgages assumed of $ 7,060 at 9.0%. $ (635)
To reflect interest expense on bank debt utilized to fund the purchase
of the Acquisition Facilities, based on $ 62,391 of bank borrowing
at 6.1%. $ (3,806)
Less: Interest savings at 6.1% based on the pro forma effect of
the first quarter equity offering of $61,000 assumed to reduce
borrowings on January 1, 1995. $ 3,721
Less: Interest savings at 6.1% based on the pro forma effect of
the third quarter equity offering of $60,000 assumed to reduce
borrowings on January 1, 1995. $ 3,660
-----------
Pro Forma adjustment $ (2,743)
</TABLE>
14
<PAGE> 15
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>
(v) To reduce minority interest expense for the year ended
December 31, 1995 on the West Palm Beach Acquisition Facility,
which the company had an approximately 20% interest in prior
to acquisition. $ 223
To reflect minority interest expense on the 29 facilities acquired
during the first six months of 1996, the Acquisition Facilities, and
the pro forma adjustments. $ (925)
---------
Pro Forma adjustment $ (702)
</TABLE>
15
<PAGE> 16
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: September 16, 1996
STORAGE USA, INC.
By: /s/ THOMAS E. ROBINSON
-------------------------------------
Thomas E. Robinson
President and
Chief Financial Officer
16
<PAGE> 1
THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF SUSA PARTNERSHIP, L.P.
This THIRD AMENDMENT, dated as of August 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 4,960,692 units of general partnership
interest in SUSA.
B. Storage USA desires to convert 4,745,945 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. 4,745,945 units of general partnership interest in SUSA held
by Storage USA as of the date hereof are converted into 4,745,945 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 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/ THOMAS E. ROBINSON
------------------------------------------
Thomas E. Robinson
President and Chief Financial Officer
<PAGE> 1
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into: (A) the Registration
Statements on Forms S-8 (Commission File 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. 333-10903, 333-4556, 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
September 10, 1996, on our audit of the Historical Summaries of Combined Gross
Revenues 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
September 13, 1996
