As filed with the Securities and Exchange Commission on December 21, 1998
Registration No. 333-68409
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
Pre-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
STORAGE USA, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1251239
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
4.1* Form of Common Stock Certificate
4.2** Amended Charter of Storage USA
4.3***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.
4.4* Restated and Amended Bylaws of Storage USA
5 Opinion of Hunton & Williams
8 Tax Opinion of Hunton & Williams (previously filed)
23.1 Consent of Hunton & Williams (included in Exhibits 5 and 8)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (previously filed)
-------------------------
* 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.
** 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 current report on Form 8-K,
filed with the Commission on November 20, 1998, and incorporated by
reference herein.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Pre-Effective Amendment No. 1 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 11th day of December, 1998.
STORAGE USA, INC.
By: /s/ Christopher P. Marr*
-------------------------------------
Christopher P. Marr
Chief Financial Officer
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on December 11, 1998.
Signature Title & Capacity
--------- ----------------
/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
Christopher P. Marr Accounting Officer)
-------------------------- Director
C. Ronald Blankenship
/s/ Howard P. Calhoun* Director
--------------------------
Howard P. Colhoun
/s/ Alan B. Graf, Jr.* Director
--------------------------
Alan B. Graf, Jr.
-------------------------- Director
Mark Jorgensen
/s/ John P. McCann* Director
--------------------------
John P. McCann
/s/ Caroline S. McBride* Director
--------------------------
Caroline S. McBride
/s/ William D. Sanders* Director
--------------------------
William D. Sanders
-------------------------- Director
Harry J. Thie
* /s/ John W. McConomy
-------------------------
By John W. McConomy
Attorney-In-Fact
II-2
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
4.1* Form of Common Stock Certificate
4.2** Amended Charter of Storage USA
4.3***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.
4.4* Restated and Amended Bylaws of Storage USA
5 Opinion of Hunton & Williams
8 Tax Opinion of Hunton & Williams (previously filed)
23.1 Consent of Hunton & Williams (included in Exhibits 5 and 8)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (previously filed)
- -------------------------
* 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.
** 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 current report on Form 8-K, filed
with the Commission on November 20, 1998, and incorporated by reference
herein.
Exhibit 5
December 4, 1998
Board of Directors
Storage USA, Inc.
165 Madison Avenue, Suite 1300
Memphis, Tennessee 38103
Registration Statement on Form S-3
Storage USA, Inc.
Ladies and Gentlemen:
We are acting as counsel for Storage USA, Inc. (the "Company") in
connection with its registration under the Securities Act of 1933 of 8,583
shares of its common stock (the "Shares") which are proposed to be offered and
sold as described in the Company's Registration Statement on Form S-3 (the
"Registration Statement") to be filed today with the Securities and Exchange
Commission (the "Commission").
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Tennessee.
2. The Shares have been duly authorized, and when the Shares are offered
and sold as described in the Registration Statement, they will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and reference to our firm under the
heading "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Storage USA, Inc. (the "Company") on Form S-3, of: (1) our report
dated January 30, 1998, except for Note 16, as to which the date is March 18,
1998, on our audits of the consolidated financial statements of the Company as
of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997, which report is incorporated by reference in the
Company's 1997 Form 10-K; (2) our report dated January 30, 1998, on our audit of
the financial statement schedule of the Company as of December 31, 1997, which
report is included in the Company's Form 10-K; (3) our report dated February 17,
1998, on our audits of the Historical Summaries of Combined Gross Revenue and
Direct Operating Expenses for certain self-storage facilities for the year ended
December 31, 1996, which report is included in the Company's Form 8-K/A filed
February 17, 1998; (4) our report dated March 25, 1998, on our audits of the
Historical Summaries of Combined Gross Revenue and Direct Expenses for certain
self-storage facilities for the year ended December 31, 1996, which report is
included in the Company's Form 8-K/A filed March 25, 1998; and (5) our report
dated December 1, 1998, on our audits of the Historical Summaries of Combined
Gross Revenue and Direct Expenses for certain self-storage facilities for the
year ended December 31, 1997, which report is included in the Company's Form
8-K/A filed December 1, 1998.
We also consent to the reference to our firm under the caption of "Experts".
PricewaterhouseCoopers LLP
Baltimore, Maryland December 21, 1998
