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) March 6, 1998(February 19,1998)
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001-12910
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(Commission File Number)
Storage USA, Inc.
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(Exact name of registrant as specified in its charter)
Tennessee 62-1251239
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
10440 Little Patuxent Parkway, Columbia, Maryland 21044
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 730-9500
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Item 2: Acquisition or Disposition of Assets
Storage USA, Inc., (the "Company") consummated during the period February 19,
1998 through February 24, 1998, the acquisition of five 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 255,648 square feet, are located in two states
and were purchased for approximately $12,700,000 in aggregate consideration.
The acquisition of the Acquired Facilities was funded by cash generated from
operations and borrowings under the Company's lines of credit with The First
National Bank of Chicago and First Tennessee. 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>
<S> <C>
Location Seller Date of Acquisition
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Collierville, TN Collierville Mini Storage, L.L.C. 2/19/98
Cordova, TN Cordova Mini Storage, L.L.C. 2/19/98
Cordova, TN Cordova Villiage Mini Storage, L.L.C. 2/19/98
Memphis, TN Germantown Parkway Mini Storage, L.L.C. 2/19/98
Las Vegas, NV BHP Investors, A limited Liability Company 2/24/98
</TABLE>
In addition, the Company has two facilities under contract (the "Acquisition
Facilities") with an anticipated closing date of March 10, 1998. These
facilities, containing approximately 129,502 square feet, are located in
Maryland and have an estimated cost of $10,250,000. The following provides
certain additional information concerning the two pending acquisitions:
<TABLE>
<CAPTION>
<S> <C>
Date of Anticipated
Location Seller Acquisition
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Germantown, MD Wisteria Storage Limited Partnership 3/10/98
Columbia, MD Columbia Vault Limited Partnership 3/10/98
</TABLE>
<PAGE>
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>
<S> <C>
Square Rent per Economic Physical Total Contract
Location Feet Square Foot Occupancy Occupancy Units Price
-------- ---- ------------- --------- --------- ----- -----
Acquired Facilities:
Collierville, TN 27,283 $8.18 64% 95% 245 $850,000
Cordova, TN 72,020 $8.13 78% 99% 622 $3,650,000
Cordova, TN 53,270 $8.11 78% 98% 404 $2,800,000
Memphis, TN 54,425 $7.58 69% 94% 398 $2,500,000
Las Vegas, NV 48,650 $9.02 87% 93% 539 $2,900,000
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Total Acquired Facilities 255,648 2,208 $12,700,000
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<CAPTION>
Square Rent per Economic Physical Total Contract
Location Feet Square Foot Occupancy Occupancy Units Price
-------- ---- ------------- --------- --------- ----- -----
Acquisition Facilities:
Germantown, MD 64,897 $13.85 82% 87% 876 $5,500,000
Columbia, MD 64,605 $13.42 90% 91% 630 $4,750,000
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Total Acquisition Facilities 129,502 1,506 $10,250,000
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</TABLE>
<PAGE>
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 60 days 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.
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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: March 6, 1998
STORAGE USA, INC.
By: /s/ Dennis A. Reeve
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Dennis A. Reeve
Chief Financial Officer
(Principal Financial and Accounting Officer)
