SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
October 25, 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 6 Pages<PAGE>
CUSIP No. 861907 10 3 13D Page 2 of 6 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 8,549,554 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,549,554
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,549,554 (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)
34.71% (See Item 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 861907 10 3 13D Page 3 of 6 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 8,549,554 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,549,554
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,549,554 (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)
34.71% (See Item 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 6 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, Amendment No. 2 ("Amendment
No. 2 to Schedule 13D") filed on July 1, 1996, Amendment No. 3
("Amendment No. 3 to Schedule 13D") filed on July 8, 1996,
Amendment No. 4 ("Amendment No. 4 to Schedule 13D") filed on
August 1, 1996 and Amendment No. 5 ("Amendment No. 5 to Sched-
ule 13D") filed on October 7, 1996. This Amendment No. 6 re-
lates to shares of common stock, par value $0.01 per share
("Common Stock"), of Storage USA, Inc., a Tennessee 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, Amendment No. 2 to
Schedule 13D, Amendment No. 3 to Schedule 13D, Amendment No. 4
to Schedule 13D and Amendment No. 5 to Schedule 13D.
This Amendment No. 6 is filed to report the acquisi-
tion of certain shares of Common Stock since October 1, 1996.
A schedule identifying all transactions involving shares of
Common Stock effected by USRealty since October 1, 1996 is in-
cluded as Annex A hereto which is incorporated by reference
herein. Each of the transactions was executed in stock market
transactions. The funds used by USRealty to purchase such
shares were obtained from drawdowns under the Facility Agree-
ment.
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.
-4-<PAGE>
Item 5. Interest in Securities of the Issuer.
No material change except as set forth above and be-
low.
As of October 28, 1996, USRealty beneficially owns up
to 8,549,554 shares of Common Stock. As of October 28, 1996,
USRealty beneficially owns approximately 34.71% of the out-
standing Common Stock, and approximately 33.00% on a fully di-
luted basis, based on the number of outstanding shares of Com-
mon Stock, the number of outstanding limited partnership units
of SUSA Partnership, L.P. that are redeemable for Common Stock
and the number of outstanding options and other securities con-
vertible 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.
No material change except as described above.
-5-<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
October 31, 1996
-6-<PAGE>
ANNEX A
Recent Transactions in the Common Stock
by the Reporting Persons
All of the transactions described below were effected in
stock market transactions. The price per share includes com-
missions.
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PURCHASED PER SHARE
10/04/96 20,000 $33.06
10/08/96 85,000 $33.31
10/09/96 44,500 $33.31
10/09/96 17,700 $33.18
10/11/96 12,500 $31.30
10/22/96 7,000 $34.06
10/22/96 25,000 $34.19
10/25/96 70,000 $34.81
-7-
