SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
STORAGE USA, INC.
__________________________________________________________________
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
__________________________________________________________________
(Title of Class of Securities)
861907 10 3
__________________________________________________________________
(CUSIP Number)
DAVID A. ROTH
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)
NOVEMBER 20, 1997
__________________________________________________________________
(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 8 Pages<PAGE>
CUSIP No. 861907 10 3 13D Page 2 of 8 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 10,185,854
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,185,854
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,185,854
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.02%
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 861907 10 3 13D Page 3 of 8 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 10,185,854
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,185,854
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,185,854
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.02%
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 8 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, Amendment No. 5 ("Amendment No. 5 to Schedule
13D") filed on October 7, 1996, Amendment No. 6 ("Amendment No.
6 to Schedule 13D") filed on October 25, 1996 and Amendment No.
7 ("Amendment No. 7 to Schedule 13D") filed on April 4, 1997.
This Amendment No. 8 relates 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, Amendment No.
5 to Schedule 13D, Amendment No. 6 to Schedule 13D and Amend-
ment No. 7 to Schedule 13D.
On November 20, 1997, USRealty, Storage and SUSA Part-
nership, L.P. entered into the Second Amendment to the Strate-
gic Alliance Agreement (the "Second Strategic Alliance Amend-
ment"). The Second Strategic Alliance Amendment, among other
things, (i) increases to 42.5% of the outstanding shares of
Common Stock the number of shares of Common Stock which USRe-
alty may beneficially own during the standstill period de-
scribed in Item 4 of this Schedule 13D as previously amended,
(ii) extends the standstill period to June 5, 2003 (which pe-
riod is subject to early termination in certain circumstances
but, if not terminated early, shall be automatically extended
for one-year increments unless USRealty gives Storage 270 days'
notice cancelling such extensions or unless sooner terminated
upon certain events), (iii) requires Storage to take certain
actions to cause the ownership limitations contained in the
charter of Storage to permit USRealty's ownership of up to
42.5% of the outstanding Common Stock, and (iv) amends certain
of the actions which Storage may not take without USRealty's
consent so long as the standstill period (including extensions)
is in effect.
USRealty intends to review on a continuing basis its
investment in Storage and may increase such investment to up to
-4-<PAGE>
42.5% of the capital stock of Storage. Such increase in
USRealty's investment in Storage could be accomplished by
USRealty's acquisition of securities of Storage in the open
market or otherwise. The extent of any such increase would
depend upon the price and availability of Storage's securities,
subsequent developments affecting Storage, Storage's business
and prospects, other investment and business opportunities
available to USRealty, general stock market and economic condi-
tions, tax considerations, and other factors, including the
obtaining of any necessary regulatory approvals. In addition,
USRealty may decide to decrease its investment in Storage, de-
pending upon its continuing review of such investment and vari-
ous other factors including those mentioned above.
A copy of the Second Strategic Alliance Amendment is
attached hereto as Exhibit 8 and is specifically incorporated
herein by reference, and the description herein of such amend-
ment is qualified in its entirety by reference to such amend-
ment.
This Amendment No. 8 is also filed to report the acquisi-
tion of certain shares of Common Stock since April 4, 1997. A
schedule identifying all stock market transactions involving
shares of Common Stock effected by USRealty since April 4, 1997
is included as Annex A hereto which is incorporated by
reference herein. The funds used by USRealty to purchase such
shares were obtained from drawdowns under the Facility Agreement.
A copy of the Facility Agreement is attached hereto as
Exhibit 4 and such agreeement is specifically incorporated herein by
reference, and the description herein of such agreement is qualified
in its entirety by reference to such agreement.
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.
-5-<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change except as set forth above and below.
As of December 4, 1997, USRealty beneficially owns
10,185,854 shares of Common Stock. As of December 4, 1997 USRealty
beneficially owns approximately 37.02% of the outstanding Common
Stock, and approximately 33.54% 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 securities 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 of-
ficers 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.
The following Exhibit is filed as part of this Amend-
ment No. 8 to Schedule 13D:
Exhibit 8 - Second Amendment to Strategic Alliance Agree-
ment, dated as of November 20, 1997, by and
among Storage USA, Inc., SUSA Partnership,
L.P., Security Capital U.S. Realty and Secu-
rity Capital Holdings S.A.
-6-<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/ David A. Roth
Name: David A. Roth
Title: Vice President
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ David A. Roth
Name: David A. Roth
Title: Vice President
December 4, 1997
-7-<PAGE>
ANNEX A
Recent Stock Market 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 does not include com-
missions.
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PURCHASED PER SHARE
___________ ________________ _________
4/15/97 21,100 $35.75
4/17/97 4,700 $35.75
4/22/97 6,300 $35.75
-8-<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
8 Second Amendment to Strategic
Alliance Agreement, dated as
of November 20, 1997, by and
among Storage USA, Inc., SUSA
Partnership, L.P., Security
Capital U.S. Realty and Security
Capital Holdings S.A.
-9-<PAGE>
Exhibit 8
SECOND AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT
THIS SECOND AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT (the
"Amendment"), dated as of November 20, 1997, is made by and
among Storage USA, Inc., a Tennessee corporation (the "Com-
pany"), SUSA Partnership, L.P., a Tennessee limited partnership
(the "Operating Partnership"), Security Capital U.S. Realty, a
Luxembourg corporation ("USREALTY"), and Security Capital Hold-
ings S.A., a Luxembourg corporation and a wholly owned subsid-
iary of USREALTY ("Buyer") for the purpose of amending certain
provisions of the Strategic Alliance Agreement, dated as of
March 19, 1996, and amended on June 19, 1996, by and among the
Company, the Operating Partnership and USRealty and Buyer (the
"Agreement"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Agreement.
RECITAL
WHEREAS, the Company and Buyer believe that the amendments
contemplated hereby will permit Buyer to benefit from an
increased investment in the Company and will provide the
Company with increased flexibility to pursue its growth and
operating strategies;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein and for good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
Section 1. Advice of Actions. Section 3.2 of the
Agreement shall be amended and restated in its entirety as fol-
lows:
Section 3.2 Advice of Actions. Until the 20% Termi-
nation Date, if any, without first having consulted
with the representative of Investor designated by
Investor pursuant to this Section 3.2, the Company
will not seek approval by the Board of any proposal,
or enter into any definitive agreement, relating to:
a) the acquisition in a single transaction or
group of related transactions, whether by
merger, consolidation, purchase of stock or as-
sets or other business combination, of any busi-
ness or assets having a value in excess of
$25,000,000;<PAGE>
b) the sale or disposal in a single transaction
or group of related transactions of any assets,
whether by merger, consolidation, sale of stock
or assets or other business combination having a
value in excess of $25,000,000;
c) the incurrence or issuance of indebtedness
in a single transaction or group of related
transactions, the entering into a guaranty, or
the engagement in any other financing arrange-
ment in excess of $150,000,000;
d) the annual operating budget for the Company;
e) a material change in the executive manage-
ment of the Company;
f) any new material agreements or arrangements
with any members of the executive management of
the Company; or
g) the issuance by the Company of capital stock
of the Company or of options, rights or warrants
or other commitments to purchase or securities
convertible into (or exchangeable or redeemable
for) shares of capital stock of the Company, the
issuance by the Operating Partnership of Operat-
ing Partnership Units, or the issuance by a Sub-
sidiary of any equity interest, other than (i)
to the Company or a wholly owned Subsidiary
thereof, (ii) to limited partners of the Operat-
ing Partnership upon redemptions of Operating
Partnership Units, (iii) to directors or employ-
ees of the Company or a Subsidiary in connection
with any employee benefit plan approved by the
shareholders of the Company and (iv) issuances
having a value less than $150,000,000.
Notwithstanding the foregoing, the Company shall
have no obligation to accept or comply with any
advice offered by Investor or its designated
representative in any consultation referred to
in this Section 3.2. The designated
representative of Investor, for purposes of this
Section 3.2, initially shall be David Roth.
Investor shall provide the Company with ten
days' prior written notice of any replacement of
the designated representative.
-2-<PAGE>
Section 2. Right to Participate. Section 4.2 of the
Agreement shall be amended to add the following subsection (f)
as follows:
(f) Notwithstanding any provision contained in
Section 4.2 to the contrary, the right of
Investor to participate granted pursuant to sub-
section (a) hereof shall be limited, in the case
of any issuance or sale of capital stock, to a
maximum participation percentage of 35% of the
securities to be issued or sold by the Company
or a Large Subsidiary in such issuance or sale.
Section 3. Standstill Period. Section 5.1 of the
Agreement shall be amended by deleting clause (x) of the intro-
duction to Section 5.1(a) and replacing it with the following:
(x) June 5, 2003, or
Section 4. Ownership Limitation. Section 5.2(a)(iii)
shall be amended and restated in its entirety as follows:
(iii) purchase or otherwise acquire shares of Com-
pany Stock (or options, rights or warrants or other
commitments to purchase and securities convertible
into (or exchangeable or redeemable for) shares of
Company Stock) as a result of which, after giving
effect to such purchase or acquisition, Investor and
its Affiliates will Beneficially Own more than 42.5%
of the outstanding shares of Company Common Stock, on
a fully diluted basis;
USRealty and Buyer agree that any violation or attempted
violation by USRealty, Buyer or any Affiliate thereof of the
Special Shareholder Limit (as defined in the Company Charter),
as modified pursuant to this Agreement, will result in, to the
extent necessary, the exchange of shares held by such Person
for Excess Shares (as defined in the Company Charter) in
accordance with Section 12.3 of Paragraph 12 of the Company
Charter.
Section 5. Waiver of Ownership Limitation. (a) Section
5.8 shall be amended and restated in its entirety as follows:
Section 5.8 Waiver of Ownership Limitation. Subject
to the provision of the third sentence of this Sec-
tion 5.8, the Company shall take all actions, includ-
ing by providing any necessary exemptions from or
amendments to (A) the ownership limitations contained
in Paragraph 12 of the Company Charter or (B) any
-3-<PAGE>
agreement or instrument which governs ownership of
shares of Company stock by any person, necessary to
permit Investor to Beneficially Own up to and includ-
ing 42.5% of the outstanding shares of Company Common
Stock. If any third party shall be given the right
to Beneficially Own more than 42.5% of the outstand-
ing shares of Company Common Stock, the Company shall
take all actions (including by providing the forego-
ing exemptions and amendments) to waive any and all
restrictions on and limitations to Investor's owner-
ship of shares of Company Stock. From and after the
15% Termination Date, if any, the Company shall take
all actions, including by providing any necessary
exemptions from or amendments to (A) the ownership
limitations contained in Paragraph 12 of the Company
Charter or (B) any agreement or instrument which gov-
erns ownership of shares of Company Stock by any per-
son, necessary to permit Investor to Beneficially Own
up to and including 15% of the outstanding shares of
Company Common Stock, but shall not be required to
take any action to permit Investor to Beneficially
Own more than 15% of the outstanding shares of Com-
pany Common Stock. From and after the first date on
which Investor does not own at least 9.8% of the out-
standing shares of Company Common Stock, if any, the
Company shall take all actions, including by provid-
ing any necessary exemptions from or amendments to
(A) the ownership limitations contained in Paragraph
12 of the Company Charter or (B) any agreement or
instrument which governs ownership of shares of Com-
pany Stock by any person, necessary to permit Inves-
tor to Beneficially own up to and including 9.8% of
the outstanding shares of Company Common Stock, but
shall not be required to take any action to permit
Investor to Beneficially own more than 9.8% of the
outstanding shares of Company Common Stock. Notwith-
standing the foregoing, Investor or the Company may
at any time acquire Beneficial Ownership of the secu-
rities of such other party or its Affiliates to the
extent permitted by applicable law and the provisions
of the organizational documents of such party or its
Affiliates, as applicable, and other agreements from
time to time governing the ownership of such securi-
ties.
(b) The Company represents and warrants to USRealty and
Buyer that the Board of Directors of the Company has adopted
the resolution attached hereto as Exhibit A and has taken all
other action necessary pursuant to Section 12.12 of the Company
Charter to increase irrevocably and permanently (subject to any
-4-<PAGE>
contrary provision of Section 5.8 of the Strategic Alliance
Agreement or Section 12.9 of the Company Charter) the Special
Shareholder Limit from 37.5% to 42.5% of the outstanding Shares
(as defined in the Company Charter) of the Company. Upon the
request of USRealty and Buyer, the Board of Directors will
authorize and recommend for approval (and shall not thereafter
withdraw or modify such recommendation) by the Shareholders of
the Company at the next annual meeting of shareholders an
amendment to Article 12 of the Company's Charter in a form
reasonably approved by USRealty and Buyer to change all
references therein from 37.5% to 42.5% and to make such other
amendments thereto as USRealty and Buyer reasonably may request
consistent with the increase in the Special Shareholder Limit
from 37.5% to 42.5%. The Company will further take action
reasonably calculated to put its shareholders and prospective
shareholders on notice of the modifications contemplated by
this Amendment.
(c) From and after the date hereof, Section 12.21 of the
Company Charter shall apply to the Special Shareholders (as
defined in the Company Charter) as if (a) the first sentence of
said Section 12.21 did not contain the parenthetical clause
"(other than a Special Shareholder)" and (b) such Section did
not contain the parenthetical assumptions "(determined assuming
that the Special Shareholders are Non-U.S. Persons and own a
percentage of the outstanding shares of capital stock of the
Corporation (by value) equal to 37.5%)" in the two places that
they appear, and, in lieu of such assumptions, required that
Section 12.21 be applied to the Special Shareholders by taking
in account the Special Shareholders' actual share ownership and
actual status under the definition of "Non-U.S. Person." The
preceding sentence shall not apply from and after the date on
which the Special Shareholder notifies the Corporation in writ-
ing that such sentence shall no longer have any force or ef-
fect.
Section 6. Limitation on Corporate Actions. Section 6.1
of the Agreement shall be amended to insert the following
subsection immediately after 6.1(b);
(c)(i) Notwithstanding the restrictions contained in
Section 6.1(a)(B) and Section 6.1(b)(i)(C) hereof,
the Company or the Operating Partnership shall be
permitted (subject to the other restrictions set
forth in this Agreement) to acquire or hold interests
in an entity that (w) owns a Self-Storage Facility or
Facilities in the United States, (x) is wholly-owned
directly or indirectly by the Company, (y) is not a
corporation and does not elect to be treated as an
association taxable as a corporation under Treasury
-5-<PAGE>
Regulation Section 301.7701-3(2)(a) and (z) will be
disregarded as an entity separate from its owner for
federal income tax purposes (an "Entity"). Subject
to Section 6.1(c)(ii), Self-Storage Facilities that
are actively managed by employees of the Operating
Partnership or an Entity owned by the Company or the
Operating Partnership in the manner described in the
immediately preceding sentence shall not be included
in determining the asset limitations of Section
6.1(a)(B) and 6.1(b)(i)(C) hereof and shall be con-
sidered active assets that give rise to active rental
income for purposes of this Agreement.
(ii) The Company and the Operating Partnership agree
that, if there is a change in applicable law or the
interpretations thereof or in applicable regulations
or administrative interpretations promulgated by the
Internal Revenue Service or any successor agency that
USRealty or Buyer reasonably determines would result
in the Self-Storage Facilities held by any Entity
referred to in the preceding subsection (i) or such
Entity being considered to be "passive assets" of the
Company or the Operating Partnership, as the case may
be, or that would result in the income from such En-
tity or facilities being characterized as "passive
income" of the Company or the Operating Partnership,
as the case may be, in each case under the "passive
foreign investment company" provisions of the Inter-
nal Revenue Code of 1986, as amended, then, upon
written request of USRealty or Buyer, the Company and
SUSA Partnership promptly will cause the property-
level management and staff at the Self-Storage Fa-
cilities to become employees of the property-owning
entity and SUSA Partnership will execute and cause
the property-owning entity to execute and at all
times thereafter perform and comply with an Adminis-
trative Agreement in the form attached as Exhibit A
to this Amendment (or in another form requested by
USRealty or Buyer to the extent required as a result
of any such change in law or the interpretation
thereof).
Section 7. Confirmation, Representation. (a) All
provisions of the Agreement not modified by this Amendment
shall remain in full force and effect and no provision of the
Agreement or any other document relating thereto is hereby
waived or modified, the Company and the Operating Partnership
having represented that they currently are in compliance with
all such other provisions (as amended or waived).
-6-<PAGE>
(b) The Company represents and warrants to USRealty and
Buyer that, to the best of the Company's knowledge, as of the
date hereof and assuming that USRealty and Buyer own 42.5% of
the outstanding Company Common Stock, the Company is a
"domestically-controlled" REIT within the meaning of Code Sec-
tion 897(h)(4)(B).
[SIGNATURES APPEAR ON FOLLOWING PAGE]
-7-<PAGE>
IN WITNESS WHEREOF, this Amendment is signed by or on
behalf of each of the parties hereto as of the day first above
written.
STORAGE USA, INC.
By: /s/ Dennis A. Reeve
Name: Dennis A. Reeve
Title: Chief Financial
Officer
SUSA PARTNERSHIP, L.P.
By: STORAGE USA, INC., General
Partner
By: /s/ Dennis A. Reeve
Name: Dennis A. Reeve
Title: Chief Financial
Officer
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ David Roth
Name: David Roth
Title: Vice President
SECURITY CAPITAL USREALTY
By: /s/ David Roth
Name: David Roth
Title: Vice President
-8-<PAGE>
