SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
STORAGE USA, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
861907 10 3
(CUSIP Number)
JEFFREY A. COZAD
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)
February 12, 1998
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 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 statement / /. (A fee
is not required only if the reporting person: (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 6 Pages
<PAGE>
CUSIP No. 861907 10 3 13D Page 2 of 6 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
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 11,491,954
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 11,491,954
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,491,954
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 861907 10 3 13D Page 3 of 6 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
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 11,491,954
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 11,491,954
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,491,954
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This Amendment No. 10 is filed by Security Capital U.S. Realty
("Security Capital U.S. Realty"), a corporation organized and existing under the
laws of Luxembourg, and by Security Capital Holdings S.A. ("Holdings"), a
corporation organized 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 originally filed on
March 8, 1996 (as previously amended, the "Schedule 13D").
This Amendment No. 10 is filed to report the acquisition of certain
shares of Common Stock since January 7, 1998. A schedule identifying all stock
market transactions involving shares of Common Stock effected by USRealty since
January 7, 1998 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.
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.
ITEM 4. PURPOSE OF TRANSACTION.
No material change except as set forth above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change.
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 other than as
disclosed by the Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change except as described above.
Page 4 of 6 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No additional exhibits are being filed with this Amendment No. 10.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete,
and correct.
SECURITY CAPITAL U.S. REALTY
By: /s/ Jeffrey A. Cozad
-------------------------
Jeffrey A. Cozad
Managing Director
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Jeffrey A. Cozad
-------------------------
Jeffrey A. Cozad
Managing Director
March 13, 1998
Page 6 of 6
<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 for such transactions includes commissions (if
any).
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PURCHASED PER SHARE
- ----------- ---------------- ---------
1/8/98 3,700 $40.00
1/9/98 100,000 $40.06
1/13/98 15,000 $39.81
1/14/98 10,000 $40.04
1/15/98 32,000 $39.97
2/4/98 71,000 $39.25
2/5/98 40,000 $39.51
2/9/98 20,000 $39.81
2/10/98 25,000 $39.87
2/12/98 250,000 $39.31
2/13/98 172,700 $39.30
2/19/98 45,000 $39.06
2/20/98 36,000 $39.31
3/2/98 36,800 $39.50
3/5/98 18,700 $38.91
3/6/98 4,700 $39.06
3/9/98 2,400 $38.94
3/10/98 10,000 $39.06
