SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
SEPTEMBER 30, 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 8,267,854 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,267,854
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,267,854 (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)
33.56 % (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 8,267,854 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,267,854
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,267,854 (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)
33.56% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 5 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 and
Amendment No. 4 ("Amendment No. 4 to Schedule 13D") filed on
August 1, 1996. This Amendment No. 5 relates to shares of com-
mon stock, par value $0.01 per share ("Common Stock"), of Stor-
age USA, Inc., a Tennessee corporation ("Storage"). Capital-
ized terms used herein without definition shall have the mean-
ings ascribed thereto in Schedule 13D, as amended by Amendment
No. 1 to Schedule 13D, Amendment No. 2 to Schedule 13D, Amend-
ment No. 3 to Schedule 13D and Amendment No. 4 to Schedule 13D.
This Amendment No. 5 is filed to report that on Sep-
tember 30, 1996, USRealty purchased 3,162,939 Shares (the
"Third Shares") at a price of $31.30 per Share at a Subsequent
Closing (the "Third Closing"). The aggregate price paid to
Storage for the Third Shares was $98,999,990.70. These funds
were drawn from the Facility Agreement. The Third Shares were
the remaining Shares which USRealty was obligated to purchase
pursuant to the Stock Purchase Agreement.
This Amendment No. 5 is also filed to report the ac-
quisition of certain additional shares of Common Stock since
August 1, 1996. A schedule identifying all transactions in-
volving shares of Common Stock effected by USRealty since Au-
gust 1, 1996 (including pursuant to the Third Closing) is in-
cluded as Annex A hereto which is incorporated by reference
herein. Each of the transactions (other than the acquisition
of the Third Shares) was executed in stock market transactions.
The funds used by USRealty to purchase such shares were also
obtained from drawdowns under the Facility Agreement.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change except as set forth above.
-4-<PAGE>
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 September 30, 1996, USRealty beneficially owns
up to 8,267,854 shares of Common Stock. As of September 30,
1996, USRealty beneficially owns approximately 33.56% of the
outstanding Common Stock, and approximately 31.92% on a fully
diluted basis, based on the number of outstanding shares of
Common 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 securi-
ties 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.
No material change.
-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 7, 1996
-6-<PAGE>
ANNEX A
Recent Transactions in the Common Stock
by the Reporting Persons
All of the transactions described below (other than the
transaction effected on September 30, 1996 which was effected
at the Third Closing) were effected in stock market
transactions. The price per share includes commissions.
<TABLE>
<CAPTION>
<S> <S> <S>
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PURCHASED PER SHARE
----------- ---------------- ---------
<C> <C> <C>
9/19/96 2,000 $32.44
9/19/96 47,100 $32.56
9/19/96 28,800 $32.56
9/19/96 5,400 $32.56
9/30/96 3,162,939 $31.30
10/1/96 93,700 $33.31
10/1/96 36,300 $33.06
</TABLE>
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