As filed with the Securities and Exchange Commission on August 6, 1997
Registration No. 333-31143
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3/A-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 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.
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]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
Securities Act registration statement number of earlier effective registration
statement for the same offering.[ ]
If this form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
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, as amended, or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
Explanatory Note: The purpose of this amendment is to file Exhibit 8.1 to the
Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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 (previously filed).
8.1 Tax Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in Exhibit 5 as
previously filed and Exhibit 8.1).
23.2 Consent of Coopers & Lybrand L.L.P. (previously filed).
24 Power of Attorney (located on the signature page of this
Registration Statement)
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* 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 the Company's Amendment No. 1 to
Registration Statement on Form S-3, File No. 333-4556, and
incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbia, State of
Maryland on this 6th day of August, 1997.
STORAGE USA, INC.
By: /s/ Christopher Marr
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Senior Vice President
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EXHIBIT INDEX
Exhibit
Number Exhibit
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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 (previously filed).
8.1 Tax Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5 as previously filed
and Exhibit 8.1).
23.2 Consent of Coopers & Lybrand L.L.P. (previously filed).
24 Power of Attorney (located on the signature page of this Registration
Statement)
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* 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 the Company's Amendment No. 1 to Registration
Statement on Form S-3, File No. 333-4556, and incorporated by reference
herein.
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Plaza, East
Richmond, VA 23219
August 6, 1997
Storage USA, Inc.
10440 Little Patuxent Parkway
Suite 1100
Columbia, Maryland 21044
Storage USA, Inc.
Qualification as
Real Estate Investment Trust
Ladies and Gentlemen:
We have acted as counsel to Storage USA, Inc., a Tennessee corporation
(the "Company"), in connection with the preparation of a Form S-3 registration
statement filed with the Securities and Exchange Commission ("SEC") on July 11,
1997 (No. 333-31143), as amended through the date hereof (the "Registration
Statement"), with respect to the possible issuance by the Company of up to
67,453 shares ("Redemption Shares") of common stock, par value $0.01 per share,
of the Company (the "Common Stock") if, and to the extent that, the current
holders of 67,453 units of limited partnership interest ("Units") in SUSA
Partnership, L.P., a Tennessee limited partnership (the "Operating
Partnership"), tender such Units for redemption and the Company elects to redeem
the Units for shares of Common Stock. You have requested our opinion regarding
certain U.S. federal income tax matters.
The Operating Partnership owns interests in certain self-storage
facilities through the following subsidiary partnerships (the "Subsidiary
Partnerships"): (i) Storage-USA of Palm Beach County Limited Partnership, a
Maryland limited partnership, (ii) SUSA/38th Avenue, Capitola, L.P., a
California limited partnership, (iii) Clarendon Storage Associates Limited
Partnership, a Virginia limited partnership, (iv) Buzzman Partners I, Limited
Partnership, a Pennsylvania limited partnership, (v) Buzzman Partners II,
Limited Partnership, a Pennsylvania limited partnership, (vi) Tamiami
Mini-Storage Partners, Ltd., a Florida limited partnership, (vii) 441
Mini-Storage Partners, Ltd., a Florida limited partnership, (viii) Sunset
Mini-Storage Partners, Ltd., a Florida limited partnership, (ix) Southeast
Mini-Storage Limited Partners, a Florida limited partnership, (x) Dade County
Mini-Storage Associates, Ltd., a Florida limited partnership, (xi) Preston Self
Storage, Ltd., a Texas limited partnership, (xii) SUSA Hackensack, LP, a
Tennessee limited partnership, (xiii) SUSA Harrison, LP, a Tennessee limited
partnership, (xiv) SUSA Secaucus, LP, a Tennessee limited partnership, (xv) SUSA
Orange, LP, a Tennessee limited partnership, (xvi) Cole/Morgan, Ltd., a Texas
limited partnership, (xvii) SUSA Nashville, L.P., a Tennessee limited
partnership, and (xviii) SUSA Mesa, L.P., a Tennessee limited partnership.
The Operating Partnership also owns 94% of the nonvoting stock, and 5%
of the voting stock, of SUSA Management, Inc., a Tennessee corporation
("Management"). The remaining stock of Management is owned by Dean Jernigan,
Chairman and chief Executive Officer. In addition, the Operating Partnership
owns 100% of the nonvoting stock of each of Storage USA Franchise Corp., a
Tennessee corporation ("Franchise"), and Storage USA Construction, Inc., a
Tennessee corporation ("Construction"), representing 97.5% of the equity
interests in each such corporation. The voting stock of Franchise and
Construction, representing 2.5% of the equity interests in each such
corporation, is owned by Dean Jernigan.
In giving the opinions set forth below, we have examined the following:
1. the Company's Charter, as amended and re-stated;
2. the Company's Bylaws;
3. the prospectus contained as part of the Registration Statement (the
"Prospectus");
4. the Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, dated as of September 21, 1994, among the Company,
as general partner, and several limited partners, as amended on March 19,
1996, June 14, 1996, and August 14, 1996 (the "Operating Partnership
Agreement");
5. the partnership agreements of the Subsidiary Partnerships listed on Exhibit
A attached hereto; and
6. such other documents as we have deemed necessary or appropriate for
purposes of this opinion.
In connection with the opinions rendered below, we have assumed
generally that:
1. Each of the documents referred to above has been duly authorized, executed,
and delivered; is authentic, if an original, or is accurate, if a copy; and
has not been amended.
2. Each partner (a "Partner") of the Operating Partnership and the Subsidiary
Partnerships (each, a "Partnership"), other than the Company and Storage
USA Trust, that is a corporation or other entity has a valid legal
existence.
3. Each Partner has full power, authority, and legal right to enter into and
to perform the terms of the Operating Partnership Agreement and the
partnership agreements of the Subsidiary Partnerships (each, a "Partnership
Agreement"), and the transactions contemplated thereby.
4. Each Partnership operates in accordance with the governing law of the state
in which it was formed and the Partnership Agreement pursuant to which it
was formed.
5. Each Partnership Agreement has remained in substantially the same form as
it was upon the most recent amendment and restatement thereof, and has not
been amended in any material respect (except upon the substitution of
partners in accordance with the terms of such Partnership Agreement).
6. During its taxable year ended December 31, 1997, and subsequent taxable
years, the Company has operated and will continue to operate in such a
manner that makes and will continue to make the representations contained
in a certificate, dated July 25, 1997 and executed by a duly appointed
officer of the Company (the "Officer's Certificate"), true for such years.
7. The Company will not make any amendments to its organizational documents or
the organizational documents of the Operating Partnership, the Subsidiary
Partnerships, Management, Franchise, or Construction after the date of this
opinion that would affect its qualification as a real estate investment
trust ("REIT") for any taxable year.
8. No action will be taken by the Company, the Operating Partnership, the
Subsidiary Partnerships, the Partners, Management, Franchise, or
Construction after the date hereof that would have the effect of altering
the facts upon which the opinions set forth below are based.
In connection with the opinions rendered below, we also have relied
upon the correctness of the representations contained in the Officer's
Certificate. Based on the factual matters in the documents and assumptions set
forth above, the representations set forth in the Officer's Certificate, the
discussions in the Prospectus under the caption "Federal Income Tax
Considerations" (which are incorporated herein by reference), and without
further investigation as to such factual matters, we are of the opinion that:
(a) the Company qualified to be taxed as a REIT
pursuant to sections 856 through 860 of the Internal Revenue
Code of 1986, as amended (the "Code"), for its taxable years
ended December 31, 1994 through December 31, 1996, and the
Company's organization and current and proposed method of
operation will enable it to continue to qualify as a REIT for
its taxable year ended December 31, 1997, and in the future;
and
(b) the descriptions of the law contained in the
Prospectus under the caption "Federal Income Tax
Considerations" are correct in all material respects, and the
discussions thereunder fairly summarize the federal income tax
considerations that are likely to be material to a holder of
the Redemption Shares.
We have performed no due diligence and have made no efforts to verify
the accuracy and genuineness of the documents and assumptions set forth above,
or the representations set forth in the Officer's Certificate. We will not
review on a continuing basis the Company's compliance with the documents or
assumptions set forth above, or the representations set forth in the Officer's
Certificate. Accordingly, no assurance can be given that the actual results of
the Company's operations for its 1997 and subsequent taxable years will satisfy
the requirements for qualification and taxation as a REIT.
The foregoing opinions are based on current provisions of the Code and
the Treasury regulations thereunder (the "Regulations"), published
administrative interpretations thereof, and published court decisions. The
Internal Revenue Service has not issued Regulations or administrative
interpretations with respect to various provisions of the Code relating to REIT
qualification. No assurance can be given that the law will not change in a way
that will prevent the Company from qualifying as a REIT.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder by
the SEC.
The foregoing opinions are limited to the U.S. federal income tax
matters addressed herein, and no other opinions are rendered with respect to
other federal tax matters or to any issues arising under the tax laws of any
other country, or any state or locality. We undertake no obligation to update
the opinions expressed herein after the date of this letter. This opinion letter
is solely for the information and use of the addressee, and it may not be
distributed, relied upon for any purpose by any other person, quoted in whole or
in part or otherwise reproduced in any document, or filed with any governmental
agency without our express written consent.
Very truly yours,
Hunton & Williams
<PAGE>
EXHIBIT A
Subsidiary Partnership Agreements
1. The Agreement of Limited Partnership of Storage-USA of Palm Beach County
Limited Partnership, dated May 2, 1991, as amended by the Third Amendment
to the Agreement of Limited Partnership, dated June 30, 1996, among Storage
USA, Inc. (the "Company"), SUSA Partnership, L.P. (the "Operating
Partnership"), Storage USA Franchise Corp. ("Franchise"), and other limited
partners;
2. the Limited Partnership Agreement of SUSA/38th Avenue, Capitola, L.P.,
dated June 1, 1995, among the Operating Partnership, as general partner,
and several limited partners;
3. the Limited Partnership Agreement of Clarendon Storage Associates Limited
Partnership, dated as of November 11, 1994, among Highclar, L.L.C., a
Virginia limited liability company, as general partner, the Operating
Partnership as general partner, Highland Limited Partnership, a Virginia
limited partnership, as limited partner, and the Operating Partnership as
limited partner;
4. the Second Amended Limited Partnership Agreement of Buzzman Partners I,
Limited Partnership, dated May 22, 1996, between among CRM Realty II Joint
Venture, a New York joint venture ("CRM"), the Operating Partnership, as
general and limited partner, and SUSA Management, Inc. ("Management"), as
limited partner;
5. the Second Amended Limited Partnership Agreement of Buzzman Partners II,
Limited Partnership, dated May 22, 1996, among CRM, the Operating
Partnership, as general and limited partner, and Management, as limited
partner;
6. the Amended and Restated Agreement of Limited Partnership of Tamiami
Mini-Storage Partners, L.P., dated as of September 7, 1995, between the
Operating Partnership, as general partner, and the Company, as limited
partner;
7. the Amended and Restated Agreement of Limited Partnership of 441
Mini-Storage Partners, Ltd., dated as of September 7, 1995, between the
Operating Partnership, as general partner, and the Company, as limited
partner;
8. the Amended and Restated Agreement of Limited Partnership of Sunset
Mini-Storage Partners, Ltd., dated as of September 7, 1995, between the
Operating Partnership, as general partner, and the Company, as limited
partner;
9. the Amended and Restated Agreement of Limited Partnership of Southeast
Mini-Storage Limited Partners, dated September 7, 1995, between the
Operating Partnership, as general partner, and Management, as limited
partner;
10. the Amended and Restated Agreement of Limited Partnership of Dade County
Mini-Storage Associates, Ltd., dated September 7, 1995, between the
Operating Partnership, as general partner, and Management, as limited
partner;
11. the Amended and Restated Agreement of Limited Partnership of Preston Self
Storage, Ltd., dated November 8, 1995, between Peachtree Development II,
Inc., a Texas corporation, as general partner, and the Operating
Partnership, as limited partner, as amended on November 9, 1995;
12. the Limited Partnership Agreement of SUSA Hackensack LP, dated November 27,
1996, between SUSA New Jersey, Inc., a wholly-owned subsidiary of
Franchise, as general partner ("New Jersey, Inc."), and the Operating
Partnership, as limited partner;
13. the Limited Partnership Agreement of SUSA Harrison LP, dated November 27,
1996, between New Jersey, Inc., as general partner, and the Operating
Partnership, as limited partner;
14. the Limited Partnership Agreement of SUSA Secaucus LP, dated November 27,
1996, between New Jersey, Inc., as general partner, and the Operating
Partnership, as limited partner;
15. the Limited Partnership Agreement of SUSA Orange LP, dated November 27,
1996, between New Jersey, Inc., as general partner, and the Operating
Partnership, as limited partner;
16. the Agreement of Limited Partnership of Cole/Morgan, Ltd., dated as of
September 13, 1994, as amended by the First Amendment to the Agreement of
Limited Partnership, dated as of December 31, 1996, among Jesse B. Morgan,
Cole Partners, Ltd., and the Operating Partnership;
17. the Limited Partnership Agreement of SUSA Nashville, L.P., dated October 4,
1996, between SUSA Tennessee, Inc., a wholly-owned subsidiary of Franchise,
as general partner, and the Operating Partnership, as limited partner; and
18. the Limited Partnership Agreement of SUSA Mesa, L.P., dated October 17,
1996, between SUSA Arizona, Inc., a wholly-owned subsidiary of Franchise,
as general partner, and the Operating Partnership, as limited partner.
