UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(b) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 21, 1997 (October 29,
1997
___________
001-12910
(Commission File Number)
Storage USA, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 62-1251239
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
10440 Little Patuxent Parkway, Columbia, Maryland 21044
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 730-9500
<PAGE>
Item 2: Acquisition or Disposition of Assets
Storage USA, Inc., (the "Company") consummated during the period October 29,
1997 through November 19, 1997, the acquisition of 37 self-storage facilities
(the "Acquired Facilities") through SUSA Partnership, L.P. (the "Partnership"),
a limited partnership in which the Company is the sole general partner and owns
approximately a 91% interest as of the date of this report. The Acquired
Facilities contain approximately 1,996,000 square feet, are located in eight
states and were purchased for approximately $90,817,000 in aggregate
consideration.
The acquisition of the Acquired Facilities was funded by cash generated from
operations, the issuance of units of limited partnership interest in the
Partnership, borrowings under the Company's lines of credit with The First
National Bank of Chicago and First Tennessee Bank and a bridge loan with First
Chicago Bank . Each of the Acquired Facilities was used by the seller as a
self-storage facility prior to its acquisition by the Company, and the Company
intends to continue such use of all the Acquired Facilities. The Company's
management determined the contract price of each facility through arms-length
negotiations, after taking into consideration such factors as: the age and
condition of the facility; the projected amount of maintenance costs;
anticipated capital improvements; the facility's current revenues; comparable
facilities competing in the applicable market; market rental rates for
comparable facilities; the occupancy rate of the facility; and the estimated
amount of taxes, utility costs, personnel costs, and other anticipated expenses
associated with the facility. Other than changes in these factors, the Company,
after reasonable inquiry, is not aware of any material factors relating to the
properties that would cause the historical financial information provided in
Item 7 not to be necessarily indicative of future operating results for the
applicable facilities.
The following provides certain additional information concerning the Acquired
Facilities:
<TABLE>
<CAPTION>
Location Seller Date of Acquisition
- -------- ------ -------------------
<S> <C>
Acquired Facilities:
Roseville, CA Michael & Lisa Douglas 10/29/97
Phoenix, AZ The Holding Company 11/1/97
Phoenix, AZ The Holding Company 11/1/97
Phoenix, AZ The Holding Company 11/1/97
Phoenix, AZ The Holding Company 11/1/97
Phoenix, AZ The Holding Company 11/1/97
Clarksville, IN The Holding Company 11/1/97
Clarksville, IN The Holding Company 11/1/97
Columbus, IN The Holding Company 11/1/97
Greenwood, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Jeffersonville, IN The Holding Company 11/1/97
New Albany, IN The Holding Company 11/1/97
Louisville, KY The Holding Company 11/1/97
Columbus, OH The Holding Company 11/1/97
Columbus, OH The Holding Company 11/1/97
Columbus, OH The Holding Company 11/1/97
<PAGE>
<CAPTION>
Location Seller Date of Acquisition
- -------- ------ -------------------
<S> <C>
Columbus, OH The Holding Company 11/1/97
Columbus, OH The Holding Company 11/1/97
Columbus, OH The Holding Company 11/1/97
Columbus, OH The Holding Company 11/1/97
Trotwood, OH The Holding Company 11/1/97
Memphis, TN The Holding Company 11/1/97
Indianapolis, IN The Holding Company 11/1/97
Stamford, CT Access Self Storage of Stamford, L.P. 11/4/97
Millville, NJ A.M.C. Self-Service Storage Co. and The Space Place, Inc. 11/6/97
Williamstown, NJ A.M.C. Self-Service Storage Co. and The Space Place, Inc. 11/6/97
Roseville, CA GUAT Warehouse, Limited Partnership, A Massachusetts Partnership 11/7/97
Spring Valley, CA ACC Storage Partners Limited 11/19/97
</TABLE>
In addition, the Company has eight facilities under contract (the "Acquisition
Facilities") with anticipated closing dates ranging from November 25, 1997, to
January 6, 1998. These facilities, containing approximately 567,000 square feet
are located in four states and have an estimated cost of $43,287,000. The
following provides certain additional information concerning the eight pending
acquisitions:
<TABLE>
<CAPTION>
Anticipated
Location Seller Date of Acquisition
- -------- ------ -------------------
<S> <C>
Pending Acquisitions:
Clute, TX Brazosport Investments, Inc. 11/25/97
Pasadena, TX B.S.S. Pasadena, L.L.C. 12/1/97
Alexandria, VA Arlington Storage Fund Ltd. 12/1/97
Falls Church, VA Arlington Storage Fund Ltd. 12/1/97
Wheaton, MD Arlington Storage Fund Ltd. 12/1/97
Houston, TX Lone Star Mini Storage, Inc. 12/9/97
Santa Fe, NM ABC Self Storage Limited Co. 12/16/97
Dallas, TX Uptown Storage, L.P. 1/6/98
</TABLE>
In addition, the Company has acquired seven other facilities on November 1, 1997
containing approximately 299,000 square feet, located in two states for a cost
of approximately $12,224,000 that are not included in the Historical Summaries
and are not deemed to be significant either individually or in the aggregate.
The following table provides certain additional information concerning the seven
other facilities.
<TABLE>
<CAPTION>
Location Seller Date of Acquisition
- -------- ------ -------------------
<S> <C>
Indianapolis, IN The Holding Company 11/1/97
Jeffersonville, IN The Holding Company 11/1/97
Jeffersonville, IN The Holding Company 11/1/97
New Albany, IN The Holding Company 11/1/97
Louisville, KY The Holding Company 11/1/97
Louisville, KY The Holding Company 11/1/97
Louisville, KY The Holding Company 11/1/97
</TABLE>
The following unaudited data related to the Acquired and Acquisition Facilities
is derived from the Company's internal records as of the last day of the month
following closing, or the most current information available:
<TABLE>
<CAPTION>
Square Rent per Economic Physical Total Contract
Location Feet Square Foot Occupancy Occupancy Units Price
-------- ---- ------------ --------- --------- ----- -----
<S> <C>
Acquired Facilities:
Roseville, CA (1) 70,010 $5.96 81% 87% 597 $2,850,000
Phoenix, AZ (1) 102,397 $6.49 78% 78% 894 $4,700,000
Phoenix, AZ (1) 52,575 $5.98 80% 82% 579 $1,634,000
Phoenix, AZ (1) 47,510 $6.64 80% 81% 405 $1,889,000
Phoenix, AZ (1) 35,519 $9.44 72% 73% 425 $1,932,000
Phoenix, AZ (1) 32,860 $9.55 88% 89% 422 $1,933,000
Clarksville, IN (1) 45,080 $5.77 77% 84% 415 $1,030,000
Clarksville, IN (1)(3) 39,880 $5.64 61% 68% 352 $193,000
Columbus, IN (2) 49,094 $5.76 68% 80% 383 $513,000
Greenwood, IN (1) 75,515 $5.99 83% 85% 476 $2,855,000
Indianapolis, IN (1) 38,893 $7.62 83% 82% 324 $1,314,000
Indianapolis, IN (1) 50,200 $8.22 65% 69% 576 $2,151,000
Indianapolis, IN (1) 95,540 $7.78 72% 74% 848 $4,519,000
Indianapolis, IN (1) 55,636 $9.26 87% 91% 470 $3,785,000
Indianapolis, IN (1) 60,825 $8.14 67% 73% 573 $2,392,000
Indianapolis, IN (1) 30,575 $9.90 69% 75% 294 $1,427,000
Indianapolis, IN (1) 38,305 $6.60 79% 87% 430 $960,000
Indianapolis, IN (1) 63,332 $6.15 73% 80% 578 $2,219,000
Indianapolis, IN (1) 39,045 $5.87 91% 96% 328 $1,162,000
Jeffersonville, IN (1) 42,820 $6.31 80% 88% 403 $1,183,000
New Albany, IN (1) 52,525 $5.51 81% 87% 403 $1,394,000
Louisville, KY (1) 28,000 $6.49 90% 96% 300 $751,000
Columbus, OH (1) 84,000 $7.10 76% 82% 776 $3,205,000
Columbus, OH (1) 59,825 $6.85 85% 92% 466 $2,822,000
Columbus, OH (1) 49,850 $8.19 84% 93% 413 $6,094,000
Columbus, OH (1) 61,700 $6.37 82% 87% 461 $2,392,000
Columbus, OH (1) 23,000 $6.32 71% 73% 178 $275,000
Columbus, OH (1) 75,950 $6.34 73% 78% 605 $3,204,000
Columbus, OH (1) 57,940 $6.32 65% 72% 322 $1,866,000
Trotwood, OH (1) 73,760 $7.66 78% 83% 551 $3,743,000
Memphis, TN (1) 54,200 $5.54 87% 92% 434 $1,604,500
Indianapolis, IN (1)(3) 20,274 $10.34 3% 9% 220 $2,000,000
Stamford, CT (1) 65,514 $21.82 89% 90% 728 $11,550,000
Millville, NJ (1) 50,750 $7.67 75% 75% 416 $1,412,500
Williamstown, NJ (1) 38,900 $9.75 82% 80% 341 $1,412,500
Roseville, CA (1) 79,025 $7.36 85% 95% 660 $3,400,000
Spring Valley, CA (1) 55,214 $8.73 65% 99% 745 $3,050,000
----------------------------------------------------------------------------------------------
Total Acquired Facilities 1,996,038 $7.41 78% 83% 17,791 $90,816,500
============== ==============================
</TABLE>
<TABLE>
<CAPTION>
Square Rent per Economic Physical Total Contract
Location Feet Square Foot Occupancy Occupancy Units Price
-------- ---- ------------ --------- --------- ----- -----
<S> <C>
Acquisition Facilities:
Clute, TX (2) 72,044 $6.98 49% 93% 583 $2,300,000
Pasadena, TX (1) 47,916 $8.15 56% 70% 529 $2,375,000
Alexandria, VA (2) 69,175 $14.96 79% 96% 869 $9,208,000
Falls Church, VA (2) 73,425 $13.92 66% 94% 701 $7,539,000
Wheaton, MD (2) 92,925 $12.73 71% 92% 872 $9,365,000
Houston, TX (2) 57,175 $12.42 27% 74% 503 $4,100,000
Santa Fe, NM (2) 84,554 $7.62 65% 89% 614 $3,900,000
Dallas, TX (2) 69,755 $12.74 64% 48% 594 $4,500,000
----------------------------------------------------------------------------------------------
Total Acquisition Facilities 566,969 $11.25 62% 83% 5,265 $43,287,000
============== ==============================
</TABLE>
(1) These facilities' financial information is audited for the year ended
December 31, 1996.
(2) These facilities' financial information is unaudited for the year ended
December 31, 1996.
(3) These facilities were developed properties that opened in 1996 or 1997.
In addition the Company has acquired seven other facilities. Financial data
other than that presented is not available for these facilities. The Company
believes that these facilities are not deemed to be material either individually
or in the aggregate.
<TABLE>
<CAPTION>
Square Rent per Economic Physical Total Contract
Location Feet Square Foot Occupancy Occupancy Units Price
-------- ---- ------------ --------- --------- ----- -----
<S> <C>
Indianapolis, IN 49,222 $6.11 88% 90% 364 $1,891,000
Jeffersonville, IN 43,467 $6.10 81% 84% 399 $1,084,000
Jeffersonville, IN 39,450 $6.13 63% 67% 392 $524,000
New Albany, IN 33,250 $5.80 84% 94% 275 $678,000
Louisville, KY 27,760 $7.43 75% 78% 281 $2,242,000
Louisville, KY 29,784 $8.03 88% 95% 314 $3,102,000
Louisville, KY 75,715 $6.20 85% 92% 512 $2,703,000
----------------------------------------------------------------------------------------------
298,648 $7.10 76% 82% 2,537 $12,224,000
============== ==============================
</TABLE>
Item 7: Financial Statements and Exhibits
(a) Financial Statements Applicable to Real Estate Properties Acquired
It is impracticable to provide at the time of filing this Report on
Form 8-K any of the financial statements or the additional information
specified by Rule 3-14 of Regulation S-X as required by Item 7(a)(3).
The required financial information and additional information will be
filed by amendment within one week of the date of filing of this
Report.
(b) Pro Forma Financial Information
It is impracticable to provide at the time of filing this Report on
Form 8-K any of the pro forma financial information required pursuant
to Article 11 of Regulation S-X as required by Item 7(b)(1). The
required pro forma information will be filed by amendment within 60
days of the date of filing of this Report.
<PAGE>
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: November 21, 1997
STORAGE USA, INC.
By: /s/ Dennis A. Reeve
-------------------------
Dennis A. Reeve
Chief Financial Officer
(Principal Financial and Accounting Officer)
