As filed with the Securities and Exchange Commission on November 25, 1998
Registration No. 333-67695
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
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 Number)
165 Madison Avenue
Suite 1300
Memphis, Tennessee 38103
(901) 252-2000
(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.
165 Madison Avenue,
Suite 1300
Memphis, Tennessee 38103
(901) 252-2000
(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 in light of market
conditions and other factors.
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
the Securities Act registration statement number of the 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 statement 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 under
the Securities Act, 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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
1.1* Private Placement Purchase Agreement, dated November 12, 1998, by and
between SUSA Partnership, L.P. and Greene Street 1998 Exchange Fund,
L.P., relating to the sale of 650,000 8 7/8% Series A Cumulative
Redeemable Preferred Units of SUSA Partnership, L.P.
3.1* Articles of Amendment to the Amended Charter of Storage USA, Inc.,
designating and fixing the rights and preferences of the 8 7/8% Series
A Cumulative Redeemable Preferred Stock, as filed with the Secretary of
State of the State of Tennessee on November 12, 1998.
4.1** Form of Common Stock Certificate
4.2*** Form of Amended Charter of Storage USA
4.3** Restated and Amended Bylaws of Storage USA
5 Opinion of Hunton & Williams (previously filed)
8 Tax Opinion of Hunton & Williams
10.1* Fourth Amendment to the Second Amended and Restated Agreement of
Limited Partnership of SUSA Partnership, L.P., dated November 12, 1998,
establishing the 8 7/8% Series A Cumulative Redeemable Preferred Units
of Partnership Interest and fixing distribution and other preferences
and rights of such units.
10.2* Registration Rights Agreement, dated as of November 12, 1998, by and
between Storage USA, Inc. and Greene Street 1998 Exchange Fund, L.P.
23.1 Consent of Hunton & Williams (included in Exhibits 5 and 8)
23.2 Consent of PricewaterhouseCoopers LLP (previously filed)
24 Power of Attorney (previously filed)
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* Filed as an Exhibit to Storage USA's current report on Form 8-K,
filed with the Commission on November 20, 1998, and incorporated by
reference herein.
** Filed as an Exhibit to Storage USA's Registration Statement on Form
S-11, File No. 33-74072, as amended, and incorporated by reference
herein.
*** Filed as an Exhibit to Storage USA's Amendment No. 1 to Registration
Statement on Form S-3, File No. 333-4556, and incorporated by
reference herein.
<PAGE>
<TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this pre-effective amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee on this 25th day of
November, 1998.
By: /s/ Jobn W. McConomy
---------------------------
John W. McConomy
General Counsel
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 25, 1998.
<CAPTION>
Signature Title & Capacity
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<S> <C>
/s/ Dean Jernigan* Chairman of the Board, Chief Executive
- --------------------------------- Officer and Director
Dean Jernigan (Principal Executive Officer)
/s/ Christopher P. Marr* Chief Financial Officer
- --------------------------------- (Principal Financial and Accounting Officer)
Christopher P. Marr
/s/ C. Ronald Blankenship* Director
- ---------------------------------
C. Ronald Blankenship
/s/ Howard P. Colhoun* Director
- ---------------------------------
Howard P. Colhoun
/s/ Alan B. Graf, Jr.* Director
- ---------------------------------
Alan B. Graf, Jr.
/s/ Mark Jorgensen* Director
- ---------------------------------
Mark Jorgensen
<PAGE>
/s/ John P. McCann* Director
- ---------------------------------
John P. McCann
/s/ Caroline S. McBride* Director
- ---------------------------------
Caroline S. McBride
/s/ William D. Sanders* Director
- ---------------------------------
William D. Sanders
/s/ Harry J. Thie* Director
- ---------------------------------
Harry J. Thie
*By: /s/John W. McConomy
-----------------------------
John W. McConomy
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
1.1* Private Placement Purchase Agreement, dated November 12, 1998, by and
between SUSA Partnership, L.P. and Greene Street 1998 Exchange Fund,
L.P., relating to the sale of 650,000 8 7/8% Series A Cumulative
Redeemable Preferred Units of SUSA Partnership, L.P.
3.1* Articles of Amendment to the Amended Charter of Storage USA, Inc.,
designating and fixing the rights and preferences of the 8 7/8% Series
A Cumulative Redeemable Preferred Stock, as filed with the Secretary of
State of the State of Tennessee on November 12, 1998.
4.1** Form of Common Stock Certificate
4.2*** Form of Amended Charter of Storage USA
4.3** Restated and Amended Bylaws of Storage USA
5 Opinion of Hunton & Williams (previously filed)
8 Tax Opinion of Hunton & Williams
10.1* Fourth Amendment to the Second Amended and Restated Agreement of
Limited Partnership of SUSA Partnership, L.P., dated November 12, 1998,
establishing the 8 7/8% Series A Cumulative Redeemable Preferred Units
of Partnership Interest and fixing distribution and other preferences
and rights of such units.
10.2* Registration Rights Agreement, dated as of November 12, 1998, by and
between Storage USA, Inc. and Greene Street 1998 Exchange Fund, L.P.
23.1 Consent of Hunton & Williams (included in Exhibits 5 and 8)
23.2 Consent of PricewaterhouseCoopers LLP (previously filed)
24 Power of Attorney (previously filed)
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* Filed as an Exhibit to Storage USA's current report on Form 8-K,
filed with the Commission on November 20, 1998, and incorporated by
reference herein.
** Filed as an Exhibit to Storage USA's Registration Statement on Form
S-11, File No. 33-74072, as amended, and incorporated by reference
herein.
*** Filed as an Exhibit to Storage USA's Amendment No. 1 to Registration
Statement on Form S-3, File No.333-4556, and incorporated by reference
herein.
EXHIBIT 8
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Tower, East
Richmond, VA 23219
November 20, 1998
Storage USA, Inc.
165 Madison Avenue, Suite 1300
Memphis, Tennessee 38103
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 November 20, 1998 (the "Registration Statement") with respect to the possible
issuance by the Company of up to 125,135 shares (the "Redemption Shares") of the
common stock, par value $0.01 per share, of the Company (the "Common Stock") if,
and to the extent that, the current holders of 125,135 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 Company, through the Operating Partnership, owns interests
in self-storage facilities directly and through the following subsidiary
partnerships (the "Subsidiary Partnerships"): (i) Storage-USA of Palm Beach
County Limited Partnership, (ii) SUSA/38th Avenue, Capitola, L.P., (iii)
Clarendon Storage Associates Limited Partnership, (iv) Buzzman Partners I,
Limited Partnership, (v) Buzzman Partners II, Limited Partnership, (vi) Tamiami
Mini-Storage Partners, Ltd., (vii) 441 Mini-Storage Partners, Ltd., (viii)
Sunset Mini-Storage Partners, Ltd., (ix) Southeast Mini-Storage Limited
Partners, (x) Dade County Mini-Storage Associates, Ltd., (xi) Preston Self
<PAGE>
Storage USA, Inc.
November 20, 1998
Page 2
Storage, Ltd., (xii) SUSA Hackensack, LP, (xiii) SUSA Harrison, LP, (xiv) SUSA
Secaucus, LP, (xv) SUSA Orange, LP, (xvi) Cole/Morgan, Ltd., (xvii) SUSA
Nashville, L.P., (xviii) SUSA Mesa, L.P., (xix) Prospect Heights Self Storage,
LLC, (xx) Storage Partners of Paoli, LP, (xxi) SUSA Germantown, LP, (xxii) SUSA
Columbia, LP, (xxiii) SUSA Whitney Mesa , LP, (xxiv) Frankford Road Self
Storage, Ltd., (xxv) Spring Creek Self Storage, Ltd., (xxvi) McNeil Drive Self
Storage, Ltd., (xxvii) SUSA/Poplar Partners, LP, (xxviii) Storage Partners of
Okeechobee, Ltd., and (xxix) Parklawn Storage Partners, LP.
The Operating Partnership also owns 100% of the nonvoting stock,
and 5% of the voting stock, of SUSA Management, Inc., a Tennessee corporation
("Management"), representing 99% of the economic interests in Management. In
addition, the Operating Partnership owns 100% of the nonvoting stock of Storage
USA Franchise Corp., a Tennessee corporation ("Franchise"), representing 97.5%
of the equity interests in Franchise.
In giving the opinions set forth below, we have examined the
following:
1. the Company's Charter, as amended and restated;
2. the Company's Bylaws;
3. the prospectus contained as a 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:
<PAGE>
Storage USA, Inc.
November 20, 1998
Page 3
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 ending December 31, 1998, 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 the date hereof 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, or Franchise 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, or Franchise 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.
<PAGE>
Storage USA, Inc.
November 20, 1998
Page 4
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, 1997, 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, 1998, 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 1998 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.
<PAGE>
Storage USA, Inc.
November 20, 1998
Page 5
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 the holders of
Redemption Shares, 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,
/s/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;
<PAGE>
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;
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
<PAGE>
19. the Agreement of Limited Partnership of McNeil Drive Self Storage, Ltd.,
dated as of July 11, 1996, among Peachtree Development V, Inc., a Texas
corporation, as general partner, and the Operating Partnership, as limited
partner;
20. the Agreement of Limited Partnership of Storage Partners of Okeechobee,
Ltd., dated as of September 30, 1996, among the Operating Partnership, as
general partner, and Storage Developers, L.P. and VM Storage, L.P., as limited
partners;
21. the Agreement of Limited Partnership of SUSA Germantown, L.P., dated as of
February __, 1998, between SUSA Maryland, Inc., as general partner, and the
Operating Partnership, as limited partner;
22. the Limited Partnership Agreement of SUSA Poplar Partners, L.P., dated as of
July 16, 1996, among the Operating Partnership, as general partner, and Stanley
H. Trezevant, III, as limited partner;
23. the Operating Agreement of Prospect Heights Self Storage, L.L.C., dated as
of April 16, 1996, between Franchise, as general partner, and the Operating
Partnership, as limited partner;
24. the Agreement of Limited Partnership of Frankford Road Self Storage, Ltd.,
dated as of July 1, 1996, among Peachtree Development VI, Inc., a Texas
corporation, as general partner, and several limited partners;
25. the Limited Partnership Agreement of Parklawn Storage Partners, L.P., dated
as of June __, 1996, between Jesse B. Morgan, as general partner, and the
Operating Partnership, as limited partner;
26. the Agreement of Limited Partnership of Spring Creek Self Storage, Ltd.,
dated as of November 28, 1995, among Peachtree Development IV, Inc., a Texas
corporation, as general partner, and the Operating Partnership, as limited
partner;
27. the Agreement of Limited Partnership of Storage Partners of Paoli, L.P.,
dated as of June 22, 1996, among the Operating Partnership, as general partner,
and Storage Developers, L.P. and VM Storage, L.P., as limited partners;
28. the Limited Partnership Agreement of SUSA Whitney Mesa, Limited Partnership,
dated as of June 3, 1998, between SUSA Nevada, Inc., as general partner, and the
Operating Partnership, as limited partner; and
29. the Limited Partnership Agreement of SUSA Columbia, LP, dated as of February
__, 1998, between SUSA Maryland, Inc., as general partner, and the Operating
Partnership, as limited partner.
