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)
October 13, 1998 (April 30, 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)
165 Madison Avenue, Suite 1300, Memphis, TN 38103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901) 252-2000
<PAGE>
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
Storage USA, Inc., (the "Company") consummated during the period April 30, 1998
through September 25, 1998, the acquisition of 35 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 2,347,000 square feet, are located in 14 states
and were purchased for approximately $180,123,000 in aggregate consideration.
The acquisition of the Acquired Facilities was funded by cash generated from
operations, borrowings under the Company's lines of credit with The First
National Bank of Chicago and First Tennessee, the issuance of $200 million
senior unsecured notes, units of limited partnership interest in the Partnership
("Units"), the assumption of mortgages and through the use of capital leases.
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>
DATE OF
LOCATION SELLER ACQUISITION
- -------- ------ -----------
<S> <C>
West Palm Beach, FL CMV Partners 4/30/98
Columbus, OH Grandview Storage Associates 5/4/98
Spring, TX CB Commercial 5/6/98
Tempe, AZ Mini Pockets, L.L.C. 5/28/98
West New York, NJ Hudson Mini Storage, Inc. 6/3/98
Las Vegas, NV Charleston/Jones Mini Storage 6/4/98
Pineville, NC Superior Storage, L.L.C. 6/26/98
Abington, MA Extraspace of Abington, L.C. 6/29/98
Henderson, NV Whitney Mesa Minis L.L.C. 6/29/98
Kendall, FL Budget Mini Storage, Inc. 6/30/98
Albuquerque, NM Tony O. Scarton and Judith K. Scarton 6/30/98
Columbus, OH J.A.S. Group 7/16/98
Whitehall, OH J.A.S. Group 7/16/98
Columbus, OH J.A.S. Group 7/16/98
Columbus, OH J.A.S. Group 7/16/98
Columbus, OH J.A.S. Group 7/16/98
Columbus, OH J.A.S. Group 7/16/98
Los Alamitos, CA Los Al U-Store & Lock 7/31/98
Los Angeles, CA West Pico Associates 8/27/98
Shelby, MI Pogoda Companies & Maurice Pogoda 9/4/98
Canton, MI Pogoda Companies & Maurice Pogoda 9/4/98
Belleville, MI Pogoda Companies & Maurice Pogoda 9/4/98
Ypsilanti, MI Pogoda Companies & Maurice Pogoda 9/4/98
Chesterfield Township, MI Pogoda Companies & Maurice Pogoda 9/4/98
Southgate, MI Pogoda Companies & Maurice Pogoda 9/4/98
Mount Clemens, MI Pogoda Companies & Maurice Pogoda 9/4/98
DATE OF
LOCATION SELLER ACQUISITION
- -------- ------ -----------
River Road Limited Patnership & DMMJ
Bethesda, MD Limited Partnership 9/14/98
Los Angeles, CA Bondie O. Gabrell & Carrie D. Gambrell 9/25/98
Brooklyn, NY Vestpro Corporation 9/25/98
Long Island City, NY Vestpro Corporation 9/25/98
Brooklyn, NY Vestpro Corporation 9/25/98
Bronx, NY Vestpro Corporation 9/25/98
New York, NY Vestpro Corporation 9/25/98
New York, NY Vestpro Corporation 9/25/98
Philadelphia, PA Vestpro Corporation 9/25/98
</TABLE>
The following unaudited data related to the 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>
RENT PER
SQUARE SQUARE ECONOMIC PHYSICAL TOTAL CONTRACT
LOCATION FEET FOOT OCCUPANCY OCCUPANCY UNITS PRICE
-------- ---- ---- --------- --------- ------ -----
<S> <C>
Acquired Facilities:
West Palm Beach, FL 52,345 $11.34 50% 57% 604 $2,900,000
Columbus, OH 62,300 $8.64 70% 78% 511 $2,899,374
Spring, TX 73,121 $6.72 35% 54% 540 $2,300,000
Tempe, AZ 44,250 $10.67 84% 90% 533 $3,000,000
West New York, NJ 45,437 $15.22 81% 96% 1,297 $3,150,000
Las Vegas, NV 59,706 $9.45 84% 37% 740 $3,400,000
Pineville, NC 47,565 $11.55 38% 43% 499 $2,826,000
Abington, MA 45,775 $12.71 90% 96% 425 $3,150,000
Henderson, NV 114,650 $10.79 49% 69% 1,179 $5,885,000
Kendall, FL 76,711 $15.14 69% 77% 1,082 $5,462,500
Albuquerque, NM 49,615 $8.14 66% 78% 505 $950,000
Columbus, OH 22,750 $7.30 58% 95% 174 $1,050,000
Whitehall, OH 50,025 $7.15 74% 79% 401 $2,100,000
Columbus, OH 64,250 $6.86 69% 72% 454 $2,650,000
Columbus, OH 54,475 $7.71 90% 95% 427 $2,570,000
Columbus, OH 58,795 $7.90 76% 85% 367 $2,600,000
Columbus, OH 30,350 $7.28 62% 76% 214 $1,300,000
Los Alamitos, CA 81,803 $13.08 94% 96% 1,051 $7,500,000
Los Angeles, CA 61,518 $12.64 90% 94% 693 $4,150,000
Shelby, MI 94,000 $8.54 85% 89% 631 $6,097,549
Canton, MI 62,800 $8.76 84% 92% 365 $3,918,823
Belleville, MI 85,561 $10.06 80% 91% 811 $5,942,286
Ypsilanti, MI 68,400 $10.85 76% 83% 636 $4,992,654
Chesterfield Township, MI 65,020 $9.08 78% 92% 480 $3,960,581
Southgate, MI 46,650 $10.41 70% 77% 390 $3,492,718
Mount Clemens, MI 44,600 $9.78 77% 84% 475 $2,980,822
Bethesda, MD 41,282 $22.58 88% 98% 592 $7,450,000
Los Angeles, CA 53,964 $14.28 88% 85% 716 $2,975,000
Brooklyn, NY 97,048 $21.94 95% 95% 2,045 $12,284,000
Long Island City, NY 140,323 $20.34 81% 78% 2,552 $15,648,000
Brooklyn, NY 101,662 $19.50 101% 94% 2,012 $12,292,000
Bronx, NY 101,652 $21.17 81% 82% 1,845 $10,408,000
New York, NY 77,268 $29.60 53% 50% 1,311 $11,750,000
RENT PER
SQUARE SQUARE ECONOMIC PHYSICAL TOTAL CONTRACT
LOCATION FEET FOOT OCCUPANCY OCCUPANCY UNITS PRICE
-------- ---- ---- --------- --------------- -----
New York, NY 51,875 $27.82 17% 16% 936 $9,500,000
Philadelphia, PA 119,847 $11.93 85% 71% 1,958 $6,588,000
=============================================================
Total Acquired
Facilities 2,347,393 $13.48 78% 75% 29,451 $180,123,307
=============================================================
</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.
<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: October 13, 1998
STORAGE USA, INC.
By: /s/ Christopher P. Marr
---------------------------
Christopher P. Marr
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
