As filed with the Securities and Exchange Commission on February 18, 1999.
Registration Statement No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
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
incorporation or organization) Identification Number)
165 Madison Avenue
Suite 1300
Memphis, Tennessee 38103
(901) 252-2000
(Address of principal executive office, including zip code)
Storage USA, Inc. 1998 Non-Executive Employee Stock Option Plan
(Full title of the Plan)
----------------------
Mr. John W. McConomy
Executive Vice President
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
(804) 788-8200
--------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price registration fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 shares $28.16 $14,080,000 $3,914
$.01 par value
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933. This amount was
calculated based on the average of the high and low sales prices of the Common
Stock on the New York Stock Exchange on February, 11, 1999.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Storage USA, Inc. (the "Company") with
the Commission (Commission File No. 001-12910) under the Exchange Act are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the period ended December 31, 1997; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30,
1998; (iii) the Company's Current Reports on Form 8-K and Form 8-K/A filed
January 20 and 26, February 17, March 6, March 25, October 13, November 20, and
December 1, 1998; and (iv) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed on March 15, 1994, under the
Exchange Act, including any reports filed under the Exchange Act for the purpose
of updating such description. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering of all of the Common Stock shall be deemed to be incorporated by
reference herein.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, as the case may
be, which also is or is deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide on request and without charge to each person
to whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference into this Prospectus. Requests for such
copies should be directed to Storage USA, Inc., 165 Madison Avenue, Suite 1300,
Memphis, TN 38103, Attention: Secretary (telephone: 901-252-2000).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's Charter obligates it to indemnify and advance expenses to
present and former directors and officers to the maximum extent permitted by
Tennessee law. The Tennessee Business Corporation Act ("TCBA") permits a
corporation to indemnify its present and former directors and officers, among
others, against judgments, settlements, penalties, fines or reasonable expenses
incurred with respect to a proceeding to which they may be made a party by
reason of their service in those or other capacities if (i) such persons
conducted themselves in good faith, (ii) they reasonably believed, in the case
of conduct in their official capacities with the corporation, that their conduct
was in the Company's best interests, and in all other cases, that their conduct
was at least not opposed to its best interests; and (iii) in the case of any
criminal proceeding, they had no reasonable cause to believe that their conduct
was unlawful.
Any indemnification by the Company pursuant to the provisions of the
Charter described above shall be paid out of the assets of the Company and shall
not be recoverable from the shareholders. To the extent that the foregoing
indemnification provisions purport to include indemnification for liabilities
arising under the Securities Act of 1933, in the opinion of the Commission such
indemnification is contrary to public policy and, therefore, unenforceable. The
Company has purchased director and officer liability insurance for the purpose
of providing a source of funds to pay any indemnification described above.
The TCBA permits the charter of a Tennessee corporation to include a
provision eliminating or limiting the personal liability of its directors to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except that such provision cannot eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
or (iii) for unlawful distributions that exceed what could have been distributed
without violating the TBCA or the corporation's charter. The Company's Charter
contains a provision eliminating the personal liability of its directors or
officers to the Company or its shareholders for money damages to the maximum
extent permitted by Tennessee law from time to time.
The Second Amended and Restated Agreement of Limited Partnership of the
Partnership, as amended, provides, generally, for the indemnification of an
"indemnitee" against losses, claims, damages, liabilities, judgments, fines,
settlements and other amounts (including reasonable expenses) that relate to the
operations of the Partnership unless it is established that (i) the act or
omission of the Indemnitee was material and either was committed in bad faith or
pursuant to active and deliberate dishonesty, (ii) the Indemnitee actually
received an improper personal benefit in money, property or services, or (iii)
in the case of any criminal proceeding, the Indemnitee had reasonable cause to
believe that the act or omission was unlawful. For this purpose, the term
"Indemnitee" includes any person made a party to a proceeding by reason of his
status as a director or officer of the Partnership, SUSA Management, Inc. or the
Company, and such other persons (including affiliates of the Company or the
Partnership) as the Company, may designate from time to time in its discretion.
Any such indemnification will be made only out of assets of the Partnership, and
in no event may an Indemnitee subject the limited partners of the Partnership to
personal liability by reason of the indemnification provisions in the
Partnership Agreement. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted pursuant to the foregoing provisions
or otherwise, the Partnership has been advised that, in the opinion of the
Commission, such indemnification is against public policy and, therefore,
unenforceable. The Partnership has purchased liability insurance for the
purposes of providing a source of funds to pay the indemnification described
above.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
Exhibit No.
4.1 1998 Non-Executive Employee Stock Option Plan.
5.1 Opinion of Hunton & Williams (as to the legality of the securities
being registered).
23.1 Consent of Hunton & Williams (included in the opinion filed as of
Exhibit 5.1 to the Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change in
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act, and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee on this 18th day of
February, 1999.
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
registration statement has been signed by the following persons in the
capacities indicated on February 3, 1999. Each of the undersigned officers and
directors of the registrant hereby constitutes Christopher P. Marr, John W.
McConomy and Randall S. Parks, any of whom may act, his true and lawful
attorneys-in-fact with full power to sign for him and in his name in the
capacities indicated below and to file any and all amendments to the
registration statement filed herewith, making such changes in the registration
statement as the registrant deems appropriate, and generally to do all such
things in his name and behalf in his capacity as an officer and director to
enable the registrant to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission.
<TABLE>
<CAPTION>
Signature Title & Capacity
--------- ----------------
<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
/s/ John P. McCann Director
------------------------------------------
John P. McCann
II-5
<PAGE>
/s/ Caroline S. McBride Director
------------------------------------------
Caroline S. McBride
/s/ William D. Sanders Director
------------------------------------------
William D. Sanders
/s/ Harry J. Thie Director
------------------------------------------
Harry J. Thie
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 1998 Non-Executive Employee Stock Option Plan.
5.1 Opinion of Hunton & Williams (as to the legality of the
securities being registered).
23.1 Consent of Hunton & Williams (included in the opinion
filed as of Exhibit 5.1 to the Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page).
Exhibit 4.1
STORAGE USA, INC.
1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
1. Purpose.
The purpose of the STORAGE USA, INC. 1998 NON-EXECUTIVE EMPLOYEE STOCK
OPTION PLAN (the "Plan") is to further the earnings of STORAGE USA, INC., a
Tennessee corporation, SUSA PARTNERSHIP, L.P., a Tennessee limited partnership,
and their subsidiaries, including any corporations, partnerships or other
business associations in which Storage USA, Inc. owns a 50% or greater economic
interest, (collectively, the "Company") by assisting the Company in attracting,
retaining and motivating employees of high caliber and potential. The Plan
provides for the award of long-term incentives to those employees who are not
officers or directors who make, in the sole discretion of the Company,
substantial contributions to the Company by their loyalty, industry and
invention.
2. Administration.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Company's Board of Directors (the "Board of Directors").
Each Committee member shall be ineligible to receive awards under the Plan. The
Committee shall have full and final authority in its discretion to interpret the
provisions of the Plan and to decide all questions of fact arising in its
application. Subject to the provisions hereof, the Committee shall have full and
final authority in its discretion to determine the employees to whom awards
shall be made under the Plan; to determine the type of awards to be made and the
amount, size and terms and conditions of each such award; to determine the time
when awards shall be granted; to determine the provisions of each agreement
evidencing an award; and to make all other determinations necessary or advisable
for the administration of the Plan.
3. Stock Subject to the Plan.
The Company may grant awards under the Plan with respect to not more
than a total of 250,000 shares of $.01 par value common stock of the Company
(the "Shares") (subject, however, to adjustment as provided in paragraph 15,
below). Such Shares may be authorized and unissued Shares or treasury Shares.
Except as otherwise provided herein, any Shares subject to an option or right
which for any reason is surrendered before exercise or expires or is terminated
unexercised as to such Shares shall again be available for the granting of
awards under the Plan. Similarly, if any Shares granted pursuant to restricted
stock awards are forfeited, such forfeited Shares shall again be available for
the granting of awards under the Plan.
<PAGE>
4. Eligibility to Receive Awards.
Persons eligible to receive awards under the Plan shall be limited to
employees of the Company who are not officers or directors and who are selected
from time to time by the Committee.
5. Form of Awards.
Awards may be made from time to time by the Committee in the form of
stock options which qualify as incentive stock options ("Incentive Stock
Options") within the meaning of Section 422(b) of the Internal Revenue Code of
1986, as amended (the "Code") or options which are not intended to be so
qualified ("Nonqualified Stock Options").
6. Stock Options.
Stock options for the purchase of Shares shall be evidenced by written
agreements in such form not inconsistent with the Plan as the Committee shall
approve from time to time. Such agreement shall contain the terms and conditions
applicable to the options, including in substance the following terms and
conditions:
(a) Option Type. Each option agreement shall identify the options
represented thereby as Incentive Stock Options or Nonqualified
Stock Options, as the case may be, and shall set forth the
number of Shares subject to the options.
(b) Option Price. The option exercise price to be paid by the
optionee to the Company for each Share purchased upon the
exercise of an option shall be determined by the Committee,
but shall in no event be less than the par value of a Share.
(c) Exercise Term. Each option agreement shall state the period or
periods of time within which the option may be exercised, in
whole or in part, as determined by the Committee and subject
to such terms and conditions as are prescribed for such
purpose by the Committee, provided that no option shall be
exercisable after ten years from the date of grant thereof.
The Committee, in its discretion, may provide in the option
agreement circumstances under which the option shall become
immediately exercisable, in whole or in part, and,
notwithstanding the foregoing, may accelerate the
exercisability of any option, in whole or in part, at any
time.
<PAGE>
(d) Payment for Shares. The purchase price of the Shares with
respect to which an option is exercised shall be payable in
full at the time of exercise in cash, Shares at fair market
value, or a combination thereof, as the Committee may
determine and subject to such terms and conditions as may be
prescribed by the Committee for such purpose. If the purchase
price is paid by tendering Shares, the Committee in its
discretion may grant the optionee a new stock option for the
number of Shares used to pay the purchase price.
(e) Rights Upon Termination. In the event of Termination (as
defined below) of an optionee's status as an employee or
director of the Company for any cause other than death or
Disability (as defined below), all unexercised options shall
terminate immediately unless the Committee shall determine
otherwise at the time of Termination. (As used herein,
"Termination" means, the cessation of the grantee's employment
by the Company for any reason, and "Terminates" has the
corresponding meaning. As used herein, "Disability" means a
condition that, in the judgment of the Committee, has rendered
a grantee completely and presumably permanently unable to
perform any and every duty of his regular occupation, and
"Disabled" has the corresponding meaning). In the event that
an optionee dies or becomes Disabled prior to the expiration
of his option and without having fully exercised his option,
the optionee or his Beneficiary (as defined below) shall have
the right to exercise the option during its term within a
period of one year after Termination due to death or
Disability, to the extent that the option was exercisable at
the time of Termination, or within such other period, and
subject to such terms and conditions, as may be specified by
the Committee. (As used herein, "Beneficiary" means the person
or persons designated in writing by the grantee as his
Beneficiary with respect to an award under the Plan; or, in
the absence of an effective designation or if the designated
person or persons predecease the grantee, the grantee's
Beneficiary shall be the person or persons who acquire by
bequest or inheritance the grantee's rights in respect of an
award). In order to be effective, a grantee's designation of a
Beneficiary must be on file with the Committee before the
grantee's death, but any such designation may be revoked and a
new designation substituted therefor at any time before the
grantee's death.
7. General Restrictions.
Each award under the Plan shall be subject to the requirement that if
at any time the Company shall determine that (i) the listing, registration or
qualification of the Shares subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any regulatory body, or (iii) an agreement by the recipient of an award with
respect to the disposition of Shares, or (iv) the satisfaction of withholding
tax or other withholding liabilities is necessary or desirable as a condition of
or in connection with the granting of such award or the issuance or purchase of
Shares thereunder, such award shall not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval, agreement,
or withholding shall have been effected or obtained free of any conditions not
acceptable to the Company. Any such restriction affecting an award shall not
extend the time within which the award may be exercised; and neither the Company
nor its directors or officers nor the Committee shall have any obligation or
liability to the grantee or to a Beneficiary with respect to any Shares with
respect to which an award shall lapse or with respect to which the grant,
issuance or purchase of Shares shall not be effected, because of any such
restriction.
8. Single or Multiple Agreements.
Multiple awards, multiple forms of awards, or combinations thereof may
be evidenced by a single agreement or multiple agreements, as determined by the
Committee.
9. Rights of the Shareholder.
The recipient of any award under the Plan, shall have no rights as a
shareholder with respect thereto unless and until certificates for Shares are
issued to him, and the issuance of Shares shall confer no retroactive right to
dividends.
10. Rights to Terminate.
Nothing in the Plan or in any agreement entered into pursuant to the
Plan shall confer upon any person the right to continue in the employment of the
Company or affect any right which the Company may have to terminate the
employment of such person.
11. Withholding.
(a) Prior to the issuance or transfer of Shares under the Plan,
the recipient shall remit to the Company an amount sufficient
to satisfy any federal, state or local withholding tax
requirements. The recipient may satisfy the withholding
requirement in whole or in part by electing to have the
Company withhold Shares having a value equal to the amount
required to be withheld. The value of the Shares to be
withheld shall be the fair market value, as determined by the
Committee, of the stock on the date that the amount of tax to
be withheld is determined (the "Tax Date"). Such election must
be made prior to the Tax Date, must comply with all applicable
securities law and other legal requirements, as interpreted by
the Committee, and may not be made unless approved by the
Committee, in its discretion.
<PAGE>
(b) Whenever payments to a grantee in respect of an award under
the Plan to be made in cash, such payments shall be net of the
amount necessary to satisfy any federal, state or local
withholding tax requirements.
12. Non-Assignability.
No award under the Plan shall be sold, assigned, transferred,
exchanged, pledged, hypothecated, or otherwise encumbered, other than by will or
by the laws of descent and distribution, or by such other means as the Committee
may approve. Except as otherwise provided herein, during the life of the
recipient, such award shall be exercisable only by such person or by such
person's guardian or legal representative.
13. Non-Uniform Determinations.
The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the form, amount and
timing of such awards, the terms and provisions of such awards and the
agreements evidencing same, and the establishment of values and performance
targets) need not be uniform and may be made selectively among persons who
receive, or are eligible to receive, awards under the Plan, whether or not such
persons are similarly situated.
14. Change In Control Provisions.
(a) In the event of a Change in Control (as defined), but only if
and to the extent so determined by the Board of Directors at
or after grant (subject to any right of approval expressly
reserved by the Board of Directors at the time of such
determination), any stock options awarded under the Plan not
previously exercisable and vested shall become fully
exercisable and vested.
(b) As used herein, the term "Change in Control" means the
happening after the date of this Plan of any of the following:
(i) The acquisition of the power to direct, or cause the
direction of, the management and policies of the Company
by a person who did not previously possess such power,
acting alone or in conjunction with others, whether
through the ownership of Shares, by contract or
otherwise; or
<PAGE>
(ii) The acquisition, directly or indirectly, of the power to
vote more than 20 percent of the outstanding Shares by
any person or by two or more persons acting together,
except an acquisition from the Company or by the
Company, the Company's management or a Company-sponsored
employee benefit plan;
(iii) Provided,however, that customary agreements with or
between underwriters and selling group members with
respect to a bonafide public offering of Shares shall be
disregarded for purposes of this definition.
(c) As used in this paragraph 14, the term "person" means natural
person, corporation, partnership, joint venture, trust,
government, or instrumentality of a government.
15. Adjustments.
In the event of any change in the outstanding common stock of the
Company, by reason of a stock dividend or distribution, recapitalization,
merger, consolidation, reorganization, split-up, combination, exchange or Shares
or the like, the Board of Directors, in its discretion, may adjust
proportionately the number of Shares which may be issued under the Plan, the
number of Shares subject to outstanding awards, and the option exercise price of
each outstanding option, and may make such other changes in outstanding options
and restricted stock awards, as it deems equitable in its absolute discretion to
prevent dilution or enlargement of the rights of grantees, provided that any
fractional Shares resulting from such adjustments shall be eliminated.
16. Amendment.
The Board of Directors may terminate, amend, modify or suspend the Plan
at any time, except that the Board shall not, without the authorization of the
holders of a majority of Company's outstanding Shares, increase the maximum
number of Shares which may be issued under the Plan (other than increases
pursuant to paragraph 15 hereof), extend the last date on which awards may be
granted under the Plan, extend the date on which the Plan expires, change the
class of persons eligible to receive awards, or change the minimum option price.
No termination, modification, amendment or suspension of the Plan shall
adversely affect the rights of any grantee or Beneficiary under an award
previously granted, unless the grantee or Beneficiary shall consent; but it
shall be conclusively presumed that any adjustment pursuant to paragraph 15
hereof does not adversely affect any such right.
<PAGE>
17. Effect on Other Plans.
Participation in this Plan shall not affect a grantee's eligibility to
participate in any other benefit or incentive plan of the Company. Any awards
made pursuant to this Plan shall not be used in determining the benefits
provided under any other plan of the Company unless specifically provided
therein.
18. Effective Date and Duration of the Plan.
The Plan shall become effective when adopted by the Board of Directors,
provided that the Plan is approved by the holders of a majority of the
outstanding Shares on the date of its adoption by the Board or before the first
anniversary of that date. Unless it is sooner terminated in accordance with
paragraph 16 hereof, the Plan shall remain in effect until all awards under the
Plan have been satisfied by the issuance of Shares or payment of cash or have
expired or otherwise terminated, but no award shall be granted more than ten
years after the earlier of the date the Plan is adopted by the Board of
Directors or is approved by the Company's shareholders.
19. Unfunded Plan.
The Plan shall be unfunded, except to the extent otherwise provided in
accordance with Section 7 hereof. Neither the Company nor any affiliate shall be
required to segregate any assets that may be represented any award, and neither
the Company nor any affiliate shall be deemed to be a trustee of any amounts to
be paid under any award. Any liability of the Company or any affiliate to pay
any grantee or Beneficiary with respect to an option shall be based solely upon
any contractual obligations created pursuant to the provisions of the Plan; no
such obligations will be deemed to be secured by a pledge or encumbrance on any
property of the Company or an affiliate.
20. Governing Law.
The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the State of Tennessee except to the
extent that such laws may be superseded by any federal law.
DEEMED ADOPTED BY THE BOARD OF DIRECTORS OF STORAGE USA, INC. AS OF THE 4TH DAY
OF NOVEMBER, 1998.
By:
------------------------------
Exhibit 5.1
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Plaza - East Tower
Richmond, Virginia 23229
February 18, 1999
Board of Directors
Storage USA, Inc.
165 Madison Avenue
Suite 1300
Memphis, Tennessee
Registration Statement on Form S-8
Storage USA, Inc. 1998 Non-Executive Employee Stock Option Plan
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 500,000
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-8 for the
Storage USA, Inc. 1998 Non-Executive Employee Stock Option Plan (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 have been
offered and sold as described in the Registration Statement, 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.
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-8, 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.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 17, 1999
