As filed with the Securities and Exchange Commission on August 27, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
STORAGE USA, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1251239
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10440 Little Patuxent Parkway, Suite 1100
Columbia, Maryland 21044
(410) 730-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Mr. Dean Jernigan
Chairman and Chief Executive Officer
Storage USA, Inc.
10440 Little Patuxent Parkway, Suite 1100
Columbia, Maryland 21044
(410) 730-9500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Mr. Randall S. Parks
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement in light of
market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
CALCULATION OF REGISTRATION FEE
Title of Each Aggregate Proposed Maximum Proposed Maximum Amount of
Class of Amount to Offering Price Aggregate Offering Registration
Securities to be Registered Per Unit(1) Price(1) Fee(2)
be Registered
Common Stock,
par value $.01 $100,000,000 (3) $100,000,000 $34,483
(1)Estimated solely for purposes of calculating the registration fee.
(2)The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933, as amended.
(3)Omitted pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
SUBJECT TO COMPLETION, DATED AUGUST 27, 1996
Prospectus
$100,000,000
Storage USA, Inc.
Common Stock
Storage USA, Inc. (the "Company") intends to issue from time to time
its shares of Common Stock, $.01 par value ("Common Stock"), having an
aggregate initial public offering price not to exceed $100,000,000, on terms
to be determined at the time of sale. The number of shares offered and the
initial public offering price will be set forth in the applicable Prospectus
Supplement. The Common Stock will be listed on the New York Stock Exchange.
The Common Stock may be offered directly, through agents designated
from time to time by the Company, or to or through underwriters or dealers.
If any designated agents or any underwriters are involved in the sale of
Common Stock, they will be identified and their compensation will be described
in the applicable Prospectus Supplement. See "Plan of Distribution." No
Common Stock may be sold without delivery of the applicable Prospectus
Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is __________, 1996.
IN CONNECTION WITH AN OFFERING OF COMMON STOCK, THE UNDERWRITERS, IF ANY,
FOR SUCH OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICES OF SUCH COMMON STOCK AT LEVELS ABOVE THOSE WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED
ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its Regional Offices at Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661 and Suite 1300, 7
World Trade Center, New York, New York 10048, and can also be inspected and
copied at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of the prescribed fees or from the Commission's site
on the World Wide Web at http://www.sec.gov.
This Prospectus is part of a registration statement on Form S-3 (together
with all amendments and exhibits thereto, the "Registration Statement") filed
by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules of the Commission. For further
information, reference is made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
(Commission File No. 001-12910) under the Exchange Act are hereby incorporated
by reference in this Prospectus: (i) the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 as amended by Form 10-K/A filed June 28,
1996; (ii) the Company's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1996, as amended by Form 10-Q/A filed June 28, 1996, and the quarter
ended June 30, 1996; (iii) the Company's Current Reports on Form 8-K filed on
March 7, April 1, April 5 and August 2, 1996, and the Company's Current Report
on Form 8-K filed on June 21, 1996, as amended by Form 8-K/A filed on July 17,
1996; and (iv) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on March 15, 1994, under the Exchange
Act, including any reports filed under the Exchange Act for the purpose of
updating such description. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of all of the Common Stock shall be deemed to be
incorporated by reference herein.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, in any accompanying Prospectus Supplement relating to a
specific offering of Common Stock or in any other subsequently filed document,
as the case may be, which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or any accompanying Prospectus
Supplement.
The Company will provide on request and without charge to each person to
whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference into this Prospectus. Requests for such
copies should be directed to Storage USA, Inc., 10440 Little Patuxent Parkway,
Suite 1100, Columbia, Maryland 21044, Attention: Secretary (telephone
401/730-9500).
THE COMPANY
Storage USA, Inc. was formed in 1985 to own, develop, construct and
operate self storage facilities throughout the United States. On March 23,
1994, the Company completed an initial public offering of its common stock and
became a self-managed, self-advised real estate investment trust engaged in
the business of owning, managing, acquiring and developing self-storage
facilities. The Company operates through SUSA Partnership, L.P. (the
"Operating Partnership"), of which it is the sole general partner and in which
it owns approximately a 94% interest, and through SUSA Management, Inc., which
provides self-storage management and ancillary services to the Operating
Partnership and in which the Operating Partnership owns a 99% economic
interest.
At July 31, 1996, the Company owned 207 facilities containing 13.9
million net rentable square feet in 29 states and the District of Columbia and
managed for others 16 facilities containing an additional 1.0 million net
rentable square feet. Average physical and economic occupancy for the
facilities owned by the Company at July 31, 1996, were 90% and 83%,
respectively. Average weighted annual rent per square foot for these
facilities was $9.42.
The Company is incorporated in Tennessee. Its executive offices are
located at 10440 Little Patuxent Parkway, Suite 1100, Columbia, Maryland
21044, and its telephone number is (410) 730-9500.
USE OF PROCEEDS
The Company will contribute the net proceeds of any sale of Common Stock
to the Operating Partnership in exchange for additional units of partnership
interest. Unless otherwise set forth in the applicable Prospectus Supplement,
the net proceeds from the sale of any Common Stock will be used by the Company
and the Operating Partnership for general corporate purposes, which may
include repayment of indebtedness, making improvements to properties and the
acquisition of additional properties.
DESCRIPTION OF CAPITAL STOCK
General
The Company is authorized to issue 150,000,000 shares of Common Stock,
$.01 par value, and 5,000,000 shares of Preferred Stock, $.01 par value
("Preferred Stock"). At August 14, 1996, there were 21,474,692 shares of
Common Stock outstanding and no shares of Preferred Stock outstanding.
The following information with respect to the capital stock of the
Company is subject to the detailed provisions of the Company's Amended Charter
(the "Charter") and Amended and Restated Bylaws (the "Bylaws"), as currently
in effect. These statements do not purport to be complete, or to give full
effect to the provisions of statutory or common law, and are subject to, and
are qualified in their entirety by reference to, the terms of the Charter and
Bylaws.
Common Stock
The holders of Common Stock are entitled to one vote per share on all
matters voted on by shareholders, including elections of directors. Except as
otherwise required by law or provided in any resolution adopted by the Board
of Directors with respect to any series of Preferred Stock, the holders of
such shares of Common Stock exclusively possess all voting power. The Charter
does not provide for cumulative voting in the election of directors. Subject
to any preferential rights of any outstanding series of Preferred Stock, the
holders of Common Stock are entitled to such distributions as may be declared
from time to time by the Board of Directors from funds available therefor, and
upon liquidation are entitled to receive pro rata all assets of the Company
available for distribution to such holders. All shares of Common Stock issued
will be fully paid and nonassessable, and the holders thereof will not have
preemptive rights. Pursuant to the terms of a Stock Purchase Agreement, dated
as of March 1, 1996, as amended (the "Stock Purchase Agreement"), among the
Company, Security Capital Holdings, S.A. and Security Capital US Realty
("Security Capital"), Security Capital has been granted the right to purchase,
under certain circumstances, shares of the Company's Common Stock in
connection with future issuances by the Company.
The Transfer Agent for the Common Stock is First Union National Bank of
North Carolina, Charlotte, North Carolina. The Common Stock is traded on the
NYSE under the symbol "SUS." The Company will apply to the NYSE to list the
additional shares of Common Stock to be sold pursuant to any Prospectus
Supplement, and the Company anticipates that such shares will be so listed.
RESTRICTIONS ON TRANSFER OF CAPITAL STOCK
For the Company to qualify as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), shares of capital stock must be held by a
minimum of 100 persons for at least 335 days in each taxable year following
its 1994 taxable year or during a proportionate part of a shorter taxable
year. In addition, at all times during the second half of each taxable year
following its 1994 taxable year, no more than 50% in value of the shares of
beneficial interest of the Company may be owned, directly or indirectly and by
applying certain constructive ownership rules, by five or fewer individuals
(the "5/50 Rule"). Because the Board of Directors believes it is essential
for the Company to continue to qualify as a REIT, the Charter restricts the
acquisition of shares of Common Stock (the "Ownership Limitation").
The Ownership Limitation provides that, subject to certain exceptions
specified in the Charter, no shareholder may own, or be deemed to own by
virtue of the attribution provisions of the Code, more than 9.8% of the
outstanding shares of Common Stock. Pursuant to a Strategic Alliance
Agreement, dated as of March 19, 1996, among the Company and Security
Capital, the Board of Directors of the Company proposed, and the shareholders
approved, an amendment to the Charter that provides that Security Capital and
its affiliates may beneficially own, in the aggregate, up to 37.5% of the
common stock of the Company (the "Special Shareholder Limit"). The Ownership
Limitation prevents any non-U.S. holder (other than Security Capital and its
affiliates) from acquiring additional shares of the Company's capital stock if,
as a result of such acquisition, the Company would fail to qualify as a
domestically-controlled REIT (computed assuming that Security Capital owns the
maximum percentage of the Company's capital stock that it is permitted to own
under the Special Shareholder Limit).
The Ownership Limitation also provides that if any holder of capital
stock of the Company purports to transfer shares to a person or there is a
change in the capital structure of the Company, and either the purported
transfer or the change in capital structure would result in the Company
failing to qualify as a REIT, or such transfer or the change in capital
structure would cause the transferee to hold shares in excess of the
applicable ownership limit, then the capital stock being transferred (or in
the case of an event other than a transfer, the capital stock beneficially
owned) that would cause one or more of the restrictions on ownership or
transfer to be violated shall be automatically transferred to a trust for the
benefit of a designated charitable beneficiary. The purported transferee of
such shares shall have no right to receive dividends or other distributions
with respect to such shares and shall have no right to vote such shares. Any
dividends or other distributions paid to such purported transferee prior to
the discovery by the Company that the shares have been transferred to a trust
shall be paid upon demand to the trustee of the trust for the benefit of the
charitable beneficiary. The trustee of the trust will have all rights to
dividends with respect to shares of capital stock held in trust, which rights
will be exercised for the exclusive benefit of the charitable beneficiary.
Any dividends or distributions paid over to the trustee will be held in trust
for the charitable beneficiary. The trustee shall designate a transferee of
such stock so long as the ownership of such shares of stock by the transferee
would not violate the restrictions on ownership or transfer. Upon the sale of
such shares, the purported transferee shall receive the lesser of (A)(i) the
price per share such purported transferee paid for the capital stock in the
purported transfer that resulted in the transfer of shares of capital stock to
the trust, or (ii) if the transfer or other event that resulted in the
transfer of shares of capital stock to the trust was not a transaction in
which the purported record transferee gave full value for such shares, a price
per share equal to the market price on the date of the purported transfer or
other event that resulted in the transfer of the shares to the trust, and (B)
the price per share received by the trustee from the sale or other disposition
of the shares held in the trust.
The Board of Directors may grant an exemption for the Ownership
Limitation to any person so requesting, so long as (A) the Board has
determined that such exemption will not result in the Company being "closely
held" within the meaning of Section 856(h) of the Code, and (B) such person
provides to the Board such representations and undertakings as the Board may
require.
PLAN OF DISTRIBUTION
The Company may sell Common Stock in or outside the United States to or
through underwriters or may sell Common Stock to investors directly or through
designated agents. Any such underwriter or agent involved in the offer and
sale of the Common Stock will be named in the applicable Prospectus
Supplement.
Underwriters may offer and sell the Common Stock at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Company also may, from time to time, authorize
underwriters acting as agents to offer and sell the Common Stock upon the
terms and conditions set forth in any Prospectus Supplement. Underwriters may
sell Common Stock to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions (which may
be changed from time to time) from the underwriters and/or from the purchasers
for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Common Stock and any discounts,
concessions or commissions allowed by underwriters to participating dealers
will be set forth in the applicable Prospectus Supplement. Underwriters,
dealers and agents participating in the distribution of the Common Stock may
be deemed to be underwriters, and any discounts and commissions received by
them from the Company or from purchasers of Common Stock and any profit
realized by them on resale of the Common Stock may be deemed to be
underwriting discounts and commissions under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase Common Stock from the Company at the public offering
price set forth in such Prospectus Supplement pursuant to Delayed Delivery
Contracts (the "Contracts") providing for payment and delivery on the date or
dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the principal amount of Common Stock sold pursuant
to Contracts shall not be less nor more than, the respective amounts stated in
such Prospectus Supplement. Institutions with which Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but will in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions
except (i) the purchase by an institution of the Common Stock covered by its
Contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject and
(ii) the Company shall have sold to such underwriters the total principal
amount of the Common Stock less the principal amount thereof covered by
Contracts. A commission indicated in the Prospectus Supplement will be paid
to agents and underwriters soliciting purchases of Common Stock pursuant to
Contracts accepted by the Company. Agents and underwriters shall have no
responsibility in respect of the delivery or performance of Contracts.
Certain of the underwriters and their affiliates may be customers of,
engage in transactions with, and perform services for, the Company in the
ordinary course of business.
Up to 3,162,939 shares of Common Stock may be sold by the Company prior
to September 30, 1996, at a price of $31.30 per share directly to Security
Capital, pursuant to the Stock Purchase Agreement.
LEGAL OPINIONS
The validity of the Common Stock will be passed upon for the Company by
Hunton & Williams, Richmond, Virginia.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in its annual report on Form 10-K, and as amended by Form 10-K/A,
for the year ended December 31, 1995, and the historical summaries included in
the Current Report on Form 8-K, dated April 5, 1996, and Form 8-K/A, dated
July 17, 1996, have been audited by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their reports thereon, included therein, and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission registration fee $ 34,483
New York Stock Exchange listing fee . . . . 11,000
Accounting fees and expenses. . . . . . . . 7,000
Blue Sky fees and expenses. . . . . . . . . 1,000
Legal fees and expenses . . . . . . . . . . 11,000
Miscellaneous . . . . . . . . . . . . . . . 1,517
TOTAL. . . . . . . . . . . . . . . . . $66,000
Item 15. Indemnification of Officers and Directors
The Company's Charter obligates it to indemnify and advance expenses to
present and former directors and officers to the maximum extent permitted by
Tennessee law. The Tennessee Business Corporation Act ("TBCA") permits a
corporation to indemnify its present and former directors and officers, among
others, against judgments, settlements, penalties, fines or reasonable
expenses incurred with respect to a proceeding to which they may be made a
party by reason of their service in those or other capacities if (i) such
persons conducted themselves in good faith, (ii) they reasonably believed, in
the case of conduct in their official capacities with the corporation, that
their conduct was in its best interests and, in all other cases, that their
conduct was at least not opposed to its best interests, and (iii) in the case
of any criminal proceeding, they had no reasonable cause to believe that their
conduct was unlawful.
Any indemnification by the Company pursuant to the provisions of the
Charter described above shall be paid out of the assets of the Company and
shall not be recoverable from the shareholders. To the extent that the
foregoing indemnification provisions purport to include indemnification for
liabilities arising under the Securities Act of 1933, in the opinion of the
Securities and Exchange Commission such indemnification is contrary to public
policy and, therefore, unenforceable. The Company has purchased director and
officer liability insurance for the purpose of providing a source of funds to
pay any indemnification described above.
The TBCA permits the charter of a Tennessee corporation to include a
provision eliminating or limiting the personal liability of its directors to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except that such provision cannot eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of the law, or (iii) for unlawful distributions that exceed what could have
been distributed without violating the TBCA or the corporation's charter. The
Company's Charter contains a provision eliminating the personal liability of
its directors or officers to the Company or its shareholders for money damages
to the maximum extent permitted by Tennessee law from time to time.
The Second Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") of the Operating Partnership provides, generally, for
the indemnification of an "indemnitee" against losses, claims, damages,
liabilities, judgments, fines, settlements and other amounts (including
reasonable expenses) that relate to the operations of the Operating
Partnership unless it is established that (i) the act or omission of the
Indemnitee was material and either was committed in bad faith or pursuant to
active and deliberate dishonesty, (ii) the Indemnitee actually received an
improper personal benefit in money, property or services, or (iii) in the case
of any criminal proceeding, the Indemnitee had reasonable cause to believe
that the act or omission was unlawful. For this purpose, the term
"Indemnitee" includes any person made a party to a proceeding by reason of his
status as a director or officer of the Operating Partnership, SUSA Management,
Inc. or the Company, and such other persons (including affiliates of the
Company or the Operating Partnership) as the Company, may designate from time
to time in its discretion. Any such indemnification will be made only out of
assets of the Operating Partnership, and in no event may an Indemnitee subject
the limited partners of the Operating Partnership to personal liability by
reason of the indemnification provisions in the Partnership Agreement.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted pursuant to the foregoing provisions or otherwise, the
Operating Partnership has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy and,
therefore, unenforceable. The Operating Partnership has purchased liability
insurance for the purpose of providing a source of funds to pay the
indemnification described above.
Item 16. Exhibits
4.1* Specimen Common Stock Certificate.
4.2** Amended Charter of the Company
4.3* Restated and Amended Bylaws of the Company
5 Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (located on the signature page of this
Registration Statement)
_______________________________
* Filed as an Exhibit to the Company's Registration Statement on Form S-11,
File No. 33-74072, as amended, and incorporated by reference herein.
** Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 333-4556, filed with the Commission on
August 27, 1996, and incorporated by reference herein.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth
in the registration statement (Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.); and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that the undertakings set forth in subparagraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that the in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
The undersigned registrant further hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, State of Maryland on the
27th day of August, 1996.
STORAGE USA, INC.
By /s/ Dean Jernigan
Dean Jernigan
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 27, 1996. Each of the undersigned officers and
directors of the registrant hereby constitutes Dean Jernigan, Thomas R.
Robinson and Randall S. Parks, any of whom may act, his true and lawful
attorneys-in-fact with full power to sign for him and in his name in the
capacities indicated below and to file any and all amendments to the
registration statement filed herewith, making such changes in the registration
statement as the registrant deems appropriate, and generally to do all such
things in his name and behalf in his capacity as an officer and director to
enable the registrant to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange Commission.
Signature Title & Capacity
/s/ Dean Jernigan Chairman of the Board, Chief Executive Officer
Dean Jernigan and Director (Principal Executive Officer)
/s/ Thomas E. Robinson President, Chief Financial Officer and Director
Thomas E. Robinson (Principal Financial and Accounting Officer)
/s/ Howard P. Colhoun Director
Howard P. Colhoun
/s/ Mark Jorgensen Director
Mark Jorgensen
/s/ John P. McCann Director
John P. McCann
/s/ Dennis A. Reeve Director
Dennis A. Reeve
/s/ Harry J. Thie Director
Harry J. Thie
EXHIBIT INDEX
Exhibit
Number Exhibit Page
4.1* Specimen Common Stock Certificate.
4.2** Amended Charter of the Company
4.3* Restated and Amended Bylaws of the Company
5 Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (located on the signature page of this
Registration Statement)
_______________________________
* Filed as an Exhibit to the Company's Registration Statement on Form S-11,
File No. 33-74072, as amended, and incorporated by reference herein.
** Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 333-4556, filed with the Commission on
August 27, 1996, and incorporated by reference herein.
EXHIBIT 5
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
File No.: 48010.28
Direct Dial: (804) 788-7375
August 27, 1996
Board of Directors
Storage USA, Inc.
10440 Little Patuxent Parkway, Suite 1100
Columbia, Maryland 21044
Registration Statement on Form S-3
$100,000,000 of Common Stock
Gentlemen:
We are acting as counsel for Storage USA, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of the Company's common stock, $.01 par value having an aggregate maximum
public offering price of $100,000,000 (the "Common Stock"). The Common Stock
is described in the Registration Statement on Form S-3 of the Company (the
"Registration Statement"), and the Prospectus included therein (the
"Prospectus"), to be filed with the Securities and Exchange Commission (the
"Commission") on August 27, 1996. In connection with the filing of the
Registration Statement you have requested our opinion concerning certain
corporate matters.
We are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Tennessee.
2. When (a) the terms of issuance of the Common Stock have been
authorized by appropriate corporate action and (b) the Common Stock has been
issued and sold as described in the Registration Statement, the Prospectus and
the applicable Prospectus Supplement, the Common Stock will be legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to us in the
Prospectus included therein.
Very truly yours,
07667/08019
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-3
of Storage USA, Inc. of (1) our report dated January 26, 1996, except for Note
5 and Note 13, as to which the date is March 21, 1996, on our audit of the
consolidated financial statements of Storage USA, Inc. (the "Company") as of
December 31, 1995 and 1994, and for the year ended December 31, 1995 and for
the period from March 24, 1994 (inception) through December 31, 1994, and the
combined results of Storage USA, Inc. (the "Predecessor") for the period from
January 1, 1994 through March 23, 1994, and for the year ended December 31,
1993, which report is incorporated by reference in the Company's 1995 Form
10-K/A-1; (2) our report dated January 26, 1996, on our audit of the financial
statement schedule of Storage USA, Inc. as of December 31, 1995, which report
is included in the Company's 1995 Form 10-K/A-1, (3) our report dated December
29, 1995, on our audits of the Historical Summaries of Combined Gross Revenue
and Direct Operating Expenses for certain self-storage facilities (the
"Acquisition Facilities") for the year ended December 31, 1994, which report
is included in the Company's 8-K dated April 5, 1996, and (4) our report dated
June 28, 1996, on our audits of the Historical Summaries of Combined Gross
Revenue and Direct Operating Expenses for certain self-storage facilities (the
"Acquisition Facilities") for the year ended December 31, 1995, which report
is included in the Company's 8-K/A dated July 17, 1996.
We also consent to the reference to our firm under the caption
"Experts".
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
August 22, 1996
