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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 001-12910
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [x] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
Full Name of Registrant Storage USA, Inc. Profit Sharing and 401K Plan
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
165 Madison Avenue, Suite 1300
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City, State and Zip Code: Memphis, Tennessee 38103
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PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III--NARRATIVE
State below in reasonable detail the reasons why Form 11-K could not be
filed within the prescribed period.
Registrant, Plan Administrator and the Registrant's auditors,
PricewaterhouseCoopers, LLP ("PWC"), require additional time to
analyze information in order for PWC to prepare their audit
report. Registrant expects PWC to be able to analyze such data
and prepare its audit report by July 15, 1999.
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Christopher P. Marr (410) 884-8757
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
A Voluntary Compliance Request dated April 15, 1999, concerning
the Plan (the "VCR") was filed with the Internal Revenue Service,
and was amended on June 21, 1999. Although PWC is diligently
conducting an inquiry into the financial impact of the issues
raised by the VCR, the financial impact is not yet
quantifiable.
Date: June 29, 1999 By: /s/ Christopher P. Marr
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Name: Christopher P. Marr
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Title: Chief Financial Officer
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