STORAGE USA INC
8-K, 1998-01-26
REAL ESTATE INVESTMENT TRUSTS
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                                  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)  January 26, 1998 (January 9,
1998)
                                  ___________

                                    001-12910
                            (Commission File Number)

                                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 Number)

 10440 Little Patuxent Parkway, Columbia, Maryland             21044
     (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code  (410) 730-9500



<PAGE>


 Item 2: Acquisition or Disposition of Assets

Storage USA, Inc., (the "Company") consummated during the period January 9, 1998
through  January 23, 1998, the  acquisition of 6  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 344,000 square feet, are located in four states
and were purchased for approximately $19,098,500 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>


Location                     Seller                                                              Date of Acquisition
- --------                     ------                                                              -------------------
<S> <C>
Plano, TX                    Spring Creek Self Storage, Ltd., a Texas limited partnership                         1/9/98
Austin, TX                   McNeil Drive Self Storage, Ltd., a Texas limited partnership                         1/9/98
Ridge, NY                    Island Self Storage, L.L.C.                                                         1/12/98
Huntingdon Valley, PA        Moreland Business Park, Inc.                                                        1/13/98
Carrollton, TX               Frankford Road Storage Plus, a Texas limited partnership                            1/21/98
North Highlands, CA          Kay Family Limited Partnership                                                      1/23/98
</TABLE>


The following unaudited data related to the Acquired  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>

                                Square         Rent per        Economic       Physical        Total          Contract
         Location                Feet        Square Foot      Occupancy       Occupancy       Units           Price
         --------                ----      - ------------     ---------       ---------       -----     -     -----
<S> <C>
Plano, TX                           55,725            $9.51            80%             90%          455         $3,862,000
Austin, TX (1)                      57,450            $9.50            38%             45%          497         $3,385,000
Ridge, NY                           76,175           $11.43            87%             90%          689         $5,000,000
Huntingdon Valley, PA               44,225            $8.71            94%             98%          366         $2,100,000
Carrollton, TX (1)                  52,550            $9.50            39%             60%          431         $2,943,000
North Highlands, CA                 57,601            $7.41            76%             89%          557         $1,808,500
                            -----------------------------------------------------------------------------------------------
                            ===============                                                ================================
                                   343,726            $9.48            70%             79%        2,995        $19,098,500
                            ===============                                                ================================
</TABLE>


(1) These facilities were developed properties that opened in 1996 or 1997.


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.





<PAGE>



                                   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:  January 26, 1998

                                STORAGE USA, INC.

                                By: /s/ Dennis A. Reeve
                              ------------------------------------------------
                                Dennis A. Reeve
                                Chief Financial Officer
                                (Principal Financial and Accounting Officer)



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