SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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)
MARCH 27, 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 7 Pages<PAGE>
CUSIP No. 861907 10 3 13D Page 2 of 7 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 10,068,754 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,068,754
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,068,754 (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)
37.02% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 861907 10 3 13D Page 3 of 7 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 10,068,754 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,068,754
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,068,754 (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)
37.02% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 7 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 and Amendment No. 6 ("Amendment
No. 6 to Schedule 13D") filed on October 25, 1996. This Amend-
ment No. 7 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, Amend-
ment No. 4 to Schedule 13D, Amendment No. 5 to Schedule 13D and
Amendment No. 6 to Schedule 13D.
This Amendment No. 7 is filed to report the acquisi-
tion of certain shares of Common Stock since October 25, 1996.
A schedule identifying all stock market transactions involving
shares of Common Stock effected by USRealty since October 25,
1996 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 Agree-
ment, other than the funds used to purchase the shares
purchased on April 4, 1997, which funds were obtained from cash
on hand. Moreover, on March 27, 1997, USRealty purchased
851,000 shares of Common Stock directly from Storage for an
aggregate purchase price of $32,018,875.00, or $37.625 per
share, pursuant to a Subscription Agreement, dated as of March
27, 1997, by and among Storage, Holdings and Security Capital
U.S. Realty (the "Subscription Agreement"). Such purchase was
effected pursuant to certain participation rights of Security
Capital under the Strategic Alliance Agreement with respect to
Storage's recent underwritten public offering of 1,610,000
shares of Common Stock. Security Capital U.S. Realty advanced
Holdings the funds necessary to purchase the 851,000 shares of
Common Stock, as required by the Subscription Agreement. These
funds were obtained by USRealty from Security Capital U.S.
Realty's public offering of shares of its common stock in March
1997. No underwriting discounts were applied to any shares of
-4-<PAGE>
Common Stock purchased by USRealty pursuant to the Subscription
Agreement.
Copies of the Facility Agreement and the Subscription
Agreement are attached hereto as Exhibits 4 and 7, respec-
tively, and each such agreement is specifically incorporated
herein by reference, and the description herein of each such
agreement is qualified in its entirety by reference to each
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change except as set forth above and be-
low.
As of April 4, 1997, USRealty beneficially owns
10,068,754 shares of Common Stock. As of April 4, 1997, USRe-
alty beneficially owns approximately 37.02% of the outstanding
Common Stock, and approximately 34.61% 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 convert-
ible 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.
-5-<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is filed as part of this Amend-
ment No. 7 to Schedule 13D:
Exhibit 7 - Subscription Agreement, dated as of March 27,
1997, by and among Storage USA, Inc., Security
Capital U.S. Realty and Security Capital Hold-
ings 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/ 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
April 4, 1997
-7-<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- ----------
7 Subscription Agreement, dated as
of March 27, 1997, by and among
Storage USA, Inc., Security
Capital U.S. Realty and Security
Capital Holdings S.A.
-8-<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 commissions.
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PURCHASED PER SHARE
----------- ---------------- ---------
10/28/96 1,800 $34.50
3/12/97 579,900 $37.65
3/13/97 86,500 $37.63
4/4/97 85,000 $36.50
-9-
