As filed with the Securities and Exchange Commission on January 12, 1999.
Registration Statement No. 333-_____
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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. 1993 Omnibus Stock Plan
(Full title of the Plan)
----------------------
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
(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, 2,000,000 shares $31.75 $63,500,000 $17,653
$.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 January 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.
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<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 persona 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 1993 Omnibus Stock Plan (incorporated herein by reference to the
Company's Registration Statement on Form S-11, File No.
33-74072, as amended).
4.2 Amendment No. 3 to 1993 Stock Omnibus 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.
II-3
<PAGE>
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.
(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 6th day of
January, 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 January 6, 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 1993 Omnibus Stock Plan (incorporated herein by
reference to the Company's Registration Statement on
Form S-11, File No. 33-74072, as amended).
4.2 Amendment No. 3 to 1993 Stock Omnibus 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 Coopers & Lybrand, L.L.P.
24.1 Power of Attorney (included on signature page).
Exhibit 4.2
STORAGE USA, INC.
AMENDMENT NO. 3 TO
1993 OMNIBUS STOCK PLAN
This Amendment No. 3, dated as of May 6, 1998, to the Storage USA, Inc.
1993 Omnibus Stock Plan recites and provides as follows:
WHEREAS, the Board of Directors of Storage USA, Inc. (the "Company")
previously adopted the Company's 1993 Omnibus Stock Plan (as amended through the
date hereof, the "Plan"); and
WHEREAS, the Board of Directors of the Company determined to further
amend the Plan to increase the number of shares of Common Stock issuable
thereunder from 2,000,000 to 4,000,000 ("Amendment No. 3"); and
WHEREAS, the holders of a majority of the Company's outstanding shares
of Common Stock approved Amendment No. 3 at the annual meeting of the
shareholders held May 6, 1998, pursuant to paragraph 19 of the Plan.
NOW, THEREFORE, the first sentence of paragraph 3 of the Plan is struck
out and the following substituted therefor:
The Company may grant awards under the Plan with respect to not more
than a total of 4,000,000 shares of $.01 par value common stock of the
Company (the "Shares") (subject, however, to adjustment as provided in
paragraph 18, below).
IN WITNESS WHEREOF, the Company has caused this Amendment No. 3 to be
executed as of the date first above written.
STORAGE USA, INC.
By: /s/ Christopher P. Marr
-------------------------------
Christopher P. Marr
Chief Financial Officer
Exhibit 5.1
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Plaza - East Tower
Richmond, Virginia 23229
January 12, 1999
Board of Directors
Storage USA, Inc.
165 Madison Avenue
Suite 1300
Memphis, Tennessee
Registration Statement on Form S-8
Storage USA, Inc. 1993 Omnibus Stock 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 2,000,000
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. 1993 Omnibus Stock 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,
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.
We also consent to the reference to our firm under the caption of "Experts".
PricewaterhouseCoopers LLP
Baltimore, Maryland
January 6, 1999
