STORAGE USA INC
424B3, 2000-11-08
REAL ESTATE INVESTMENT TRUSTS
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                                                Filed Pursuant to Rule 424(b)(3)
                                                               File No. 33-93886


Prospectus

                                STORAGE USA LOGO


                                Storage USA, Inc.
                            Dividend Reinvestment and
                               Stock Purchase Plan

         Storage USA,  Inc.  hereby offers to holders of its Common Stock (NYSE:
SUS) the opportunity to purchase  additional  shares of its Common Stock through
reinvestment  of dividends or optional cash payments,  subject to the conditions
and at the prices herein stated.

    Dividends  reinvested  will be applied to the  purchase  of shares of Common
Stock at average market value (as described in "Purchases and Price of Shares").
Subject  to  the  discretion  of the  Company  to  limit  or  reject  additional
purchases,  participants may make additional  optional cash payments of not less
than $50 and not more than $25,000 per quarter; such payments will be applied to
the purchase of shares at average  market value (as described in "Purchases  and
Price of Shares").

    This  Prospectus  relates to shares of the Company's  Common Stock that have
been  registered  for sale under the Dividend  Reinvestment  and Stock  Purchase
Plan. Please retain this Prospectus for future reference.

    The executive offices of the Company are located at 175 Toyota Plaza,  Suite
700, Memphis, Tennessee 38103, and the telephone number is 901-252-2000.

                               ------------------



    Neither  the  Securities  and  Exchange   Commission  nor  any  other  state
securities commission has approved or disapproved these securities or determined
if this Prospectus is truthful and complete.  Any representation to the contrary
is a crime.


                               ------------------

                The date of this Prospectus is November 1, 2000.
<PAGE>

                                TABLE OF CONTENTS


A WARNING ABOUT FORWARD-LOOKING STATEMENTS..................................   2
THE COMPANY.................................................................   3
THE PLAN....................................................................   3
  Eligibility ..............................................................   3
  Administration ...........................................................   4
  Enrollment................................................................   4
  Costs.....................................................................   4
  Purchases and Price of Shares.............................................   4
  Dividends on Shares Held in the Plan......................................   5
  Account Statements........................................................   5
  Certificates for Shares...................................................   5
  Termination of Participation..............................................   6
  Voting of Shares Held Under the Plan......................................   7
  Stock Dividends, Stock Splits and Rights Offerings........................   7
  Responsibility of the Plan Administrator and the Company Under the Plan...   7
  Interpretation and Regulation of the Plan.................................   7
  Change in or Discontinuance of the Plan...................................   7
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN................   8
  Reinvested Dividends......................................................   8
  Optional Cash Payments....................................................   8
  Receipt of Share Certificates and Cash....................................   8
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY....................   9
EXPERTS.....................................................................   9
ADDRESS OF THE PLAN ADMINISTRATOR...........................................  10
INQUIRIES REGARDING THE PLAN................................................  10
WHERE YOU CAN FIND MORE INFORMATION.........................................  10


                   A WARNING ABOUT FORWARD-LOOKING STATEMENTS

         This  Prospectus,  and the documents  incorporated  by  reference,  may
contain "forward-looking"  statements.  These forward-looking statements usually
include  words like  "believes,"  "anticipates"  and  "expects" and describe our
expectations  for the future.  Of course,  these  expectations may not be met in
important ways for a variety of reasons.  We have described these reasons in our
most recent Annual Report on Form 10-K under the heading "Risk  Factors" and the
other reports we file with the SEC, and you should review them before you decide
to buy our stock. We are not required to update any  forward-looking  statements
we make, and we may not.


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THE COMPANY

         Storage USA, Inc. (the "Company") is a self-managed,  self-advised real
estate investment trust ("REIT") incorporated in Tennessee.  We manage, acquire,
develop and  franchise  self-storage  facilities.  We do business  through  SUSA
Partnership,  L.P.  (the  "Operating  Partnership"),  of  which  we are the sole
general partner and in which we owned an 88.8%  partnership  interest as of June
30, 2000. Our self-storage  facilities  operate under the "Storage USA" name and
offer low-cost,  easily  accessible and enclosed  storage space for personal and
business use, primarily on a month-to-month  basis. Our facilities typically are
fenced,  have locked  gates,  are lighted at night and have  computer-controlled
gates that permit certain  tenants to access their storage units 24 hours a day.
The Company's  stock is traded on the New York Stock  Exchange  under the symbol
"SUS".

THE PLAN

     The Plan  provides  you with a simple  and  convenient  way to invest  your
Storage USA, Inc.  Common Stock cash  dividends in  additional  shares of Common
Stock.  As a participant in the Plan, your cash dividends will be applied toward
the purchase of additional  shares at average market value, as herein described.
You may also choose to make optional cash  investment  payments of not less than
$50 or more than  $25,000 per quarter to purchase  additional  shares  under the
Plan at average  market  value.  The Company,  in its  discretion,  may limit or
reject such optional cash purchases.  You receive free custodial service for the
shares you hold through the Plan.

     Shares for the Plan may be  purchased,  at the  discretion  of the Company,
either  (i)  directly  from  the  Company,  or (ii) in the open  market.  Shares
purchased from the Company will be previously  unissued shares. The Company will
contribute  the net proceeds  from the sale of any such shares to the  Operating
Partnership in exchange for additional units of general partnership interest and
such  net  proceeds  will be  used  by the  Operating  Partnership  for  general
corporate purposes.

Eligibility
     Registered  Shareholders  of  record  who own at  least  one  share  of the
Company's  Common Stock are eligible to  participate in the Plan with respect to
any whole number of their shares.  If your shares are held of record by a broker
or nominee  (i.e.  in street name through the broker or nominee) and you want to
participate in the Plan, you must make appropriate arrangements with your broker
or  nominee  to have at least  one  share  issued  in your  name.  If you do not
currently own registered  shares in the Company,  you may purchase  Storage USA,
Inc.  Common Stock (NYSE:  SUS) through your local stock broker or an individual
investor program.

     The Company may refuse  participation in the Plan to shareholders  residing
in states whose  securities  laws do not exempt shares  offered  pursuant to the
Plan from registration.


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<PAGE>

Administration
    First  Union  National  Bank is the  Administrator  of the Plan  (the  "Plan
Administrator"). The Plan Administrator makes open market purchases or purchases
from the Company, holds certificates for shares held in your Plan account, keeps
records and sends  statements  of your  account to you.  Shares of Common  Stock
purchased  under the Plan are registered in the name of Divrein & Co. or another
of the Plan Administrator's  nominees, as agent, and credited to the accounts of
participants.

Enrollment
     You may  join  the Plan by  completing  and  signing  the  enrollment  card
included with this Prospectus and returning it to the Plan Administrator,  First
Union National Bank.

     Your  participation  in the Plan will begin with the first dividend payment
after your signed card is received,  provided your card is received on or before
the record date  established for that dividend.  Record dates are customarily in
March,  June,  September  and  December,  but such  dates  may  change.  If your
enrollment  card is received  after the record date for any  dividend and before
payment  of that  dividend,  that  dividend  will  be  paid  to you in cash  and
reinvestment  of your dividends  will not begin until the next dividend  payment
date.

Costs
     Participants in the Plan pay no service charges or other fees for purchases
made  under the Plan.  All costs of  administration  of the Plan are paid by the
Company.  The Company will pay all brokerage  costs for shares  purchased in the
open market.  If you terminate  participation  in the Plan or ask that your Plan
shares be sold,  you will pay certain  charges as explained in  "Termination  of
Participation" below.

Purchases and Price of Shares
     Dividends,  as well as any optional cash payments,  will be invested on the
date on which the  dividends  are paid each  quarter  (the  "Investment  Date").
Dividend  payment  dates are  ordinarily  in early  January,  April,  July,  and
October,  but such dates may  change.  You  become an owner of shares  purchased
under the Plan as of the Investment  Date. No shares will be purchased under the
Plan at less than their par value ($.01 per share).

     Reinvested  Dividends.  You may elect dividend reinvestment with respect to
any whole  number  of  shares  registered  in your  name on the  records  of the
Company.  Specify on the enrollment  card the initial number of shares for which
you want dividends reinvested. Dividends on all shares purchased pursuant to the
Plan will be automatically reinvested. The number of shares purchased for you as
a  participant  in the Plan  depends  on the amount of your  dividends  on these
shares (less any required  withholding tax) and the purchase price of the Common
Stock.  Your  account  will be  credited  with the number of  shares,  including
fractional  shares,  equal to the total amount invested  divided by the purchase
price per share.

     Shares of Common Stock for participants  under the Plan may be purchased by
the  Plan   Administrator   from  the   Company  or  on  the  open  market  (see
"Administration"  above). For Plan shares purchased from the Company,  the price
per share will be the greater of (i) the average of the high and low sale prices
of the Company's Common Stock on the NYSE on the Investment Date (or, if that is
not a trading day, the next following trading day), or (ii) the average reported

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closing  sale price (but not greater than 105% of (i) above) on the NYSE for the
10 trading days prior to the Investment  Date. For shares  purchased in the open
market,  the price per share  will be 100% of the  average  price of all  shares
purchased for the Plan in all transactions in which such shares are purchased on
the Investment Date.

     Optional Cash  Purchases.  As a Plan  participant,  you may make additional
cash payments for the purchase of Common Stock, subject to the discretion of the
Company to limit or reject optional cash purchases.  Generally, payments must be
at least $50 and not more than  $25,000 per  quarter.  You are not  obligated to
make any cash  payments,  and if you  choose to do so, you need not pay the same
amount each quarter.  The price of shares  purchased with optional cash payments
will be  determined  in the same  manner as the price of shares  purchased  with
reinvested dividends.

     Cash  payments  must be  received  at least five  business  days before the
Investment Date in order to be used to purchase shares on that Investment  Date.
Remember,  the  investment and dividend  payment dates are  customarily in early
January,  April,  July and  October.  Cash  payments  received  fewer  than five
business days before the Investment Date will be held,  without interest,  until
the next  Investment  Date.  Any payments  not yet invested  will be refunded on
written  request  if  received  by the Plan  Administrator  no later  than  five
business days before the next Investment Date.

     When you join the Plan,  you may make your first  optional cash purchase by
enclosing a check or money order  payable to First Union  National Bank with the
enrollment card. After you are enrolled,  please use the form provided with your
account statement when you elect to make additional cash purchases.

Dividends on Shares Held in the Plan
     Dividends  paid on shares held in the Plan (less any  required  withholding
tax) will be credited to your Plan account.  Dividends are paid on both full and
fractional shares held in your account and are automatically reinvested.

Account Statements
     You will receive a statement of your account as soon as  practicable  after
each Investment  Date. The statements will contain a report of all  transactions
since the last statement,  including  information  with respect to the number of
shares  allocated to your account,  the amount of dividends  received  which are
allocable to you, the amount of Common Stock  purchased  therewith and the price
paid. These  statements are your continuing  record of the cost of your purchase
and should be retained for income tax purposes.

Certificates for Shares
     The  certificates for shares purchased for your account will be held in the
name of the Plan  Administrator  or its nominee.  The number of shares purchased
will be shown on your statement of account.  This feature  permits  ownership of

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fractional  shares,  protects  against  loss,  theft  or  destruction  of  stock
certificates,  and  reduces  the  costs of the  Plan.  Any  certificated  shares
contributed to the Plan will be surrendered to the Plan  Administrator  and will
be shown on your statement of account as uncertificated shares.

         Certificates  for any number of whole  shares  credited to your account
will be issued in your name upon your written request to the Plan Administrator.
Certificates  for  fractional  shares  will not be issued.  Should you want your
certificates  issued in a different name, you must notify the Plan Administrator
in writing and comply with applicable transfer requirements. If you wish to sell
any whole  shares  credited to your  account  under the Plan,  you will have the
option of either (i) receiving a certificate for such whole number of shares, or
(ii) requesting that such shares held in your account be sold, in which case the
shares  will be sold  on the  open  market  as  soon as  practicable.  Brokerage
commissions  on such sales will not be paid by the  Company and will be deducted
from the sales proceeds (see  "Termination  of  Participation").  If you wish to
pledge shares credited to your account,  you must first have the certificate for
those shares issued in your name.

Termination of Participation
     You may  discontinue  reinvestment of dividends under the Plan with respect
to any of your  shares  (including  shares  held  in the  Plan)  at any  time by
notifying the Plan Administrator in writing. A notice of termination received by
the Plan Administrator  after the record date for an Investment Date will not be
effective until the next following Investment Date.

     If you notify the Plan  Administrator  of your termination of participation
in the Plan with respect to all of your shares, or if your  participation in the
Plan is deemed to have been terminated or is terminated by the Company,  you may
elect  either (i) to receive a  certificate  for whole  shares  credited to your
account  under the Plan, or (ii) to request that any shares held in your account
be sold,  in which  case the shares  will be sold on the open  market as soon as
practicable.  In either case you will be sent a check  representing the value of
any  fractional  share  computed on the basis of the average of the high and low
sale  prices  of the  Common  Stock  on the  NYSE on the date  your  account  is
terminated.  Brokerage  commissions on sales will not be paid by the Company and
will be  deducted  from  the  sales  proceeds.  In  addition,  if you  terminate
participation  in the Plan or liquidate with respect to any of your shares,  you
will be subject to a $10.00 service  charge  imposed by the Plan  Administrator,
which will not be paid by the Company.

     If the Company  terminates the Plan, you will receive a certificate for the
number of whole shares  credited to your account  under the Plan and a check for
the value of any  fractional  shares  (computed as  described  in the  preceding
paragraph).

     If you change  your  mailing  address,  you must  promptly  notify the Plan
Administrator.  If you move  your  residence  to a state  where  shares  offered
pursuant  to the Plan are not  registered  or  exempt  from  registration  under
applicable  securities  laws,  the  Company  may  deem  you to  have  terminated
participation in the Plan.

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<PAGE>

Voting of Shares Held Under the Plan
     You will be able to vote all shares of Common Stock  (including  fractional
shares)  credited to your account  under the Plan at the same time that you vote
the shares registered in your name on the records of the Company.

Stock Dividends, Stock Splits and Rights Offerings
     Any stock  dividends  or splits  distributed  by the  Company in respect to
shares held in the Plan for you will be credited  to your Plan  account.  If the
Company  issues to its  shareholders  rights to subscribe to additional  shares,
such rights will be issued to you based on your total share holdings,  including
shares held in your Plan account.

Responsibility of the Plan Administrator and the Company Under the Plan
     The Plan  Administrator  will not be liable  for any claim  based on an act
done in good faith or a good  faith  omission  to act.  This  includes,  without
limitation,  any claim of  liability  arising  out of  failure  to  terminate  a
participant's account upon a participant's death, the prices at which shares are
purchased,  the times when  purchases  are made, or  fluctuations  in the market
price of Common Stock.

     All notices from the Plan  Administrator to a participant will be mailed to
the participant at the last address of record with the Plan Administrator, which
will satisfy the Plan  Administrator's  duty to give notice.  Participants  must
promptly notify the Plan Administrator of any change in address.



YOU SHOULD  RECOGNIZE  THAT NEITHER THE COMPANY NOR THE PLAN  ADMINISTRATOR  CAN
PROVIDE  ANY  ASSURANCE  OF A PROFIT OR  PROTECTION  AGAINST  LOSS ON ANY SHARES
PURCHASED UNDER THE PLAN.



Interpretation and Regulation of the Plan
     The  Company  reserves  the  right,  without  notice  to  participants,  to
interpret and regulate the Plan as it deems necessary or desirable in connection
with its operation. Any such interpretation and regulation shall be conclusive.

Change in or Discontinuance of the Plan
     While the Company hopes to continue the Plan indefinitely,  it reserves the
right to  suspend  or  discontinue  the Plan at any time,  including  the period
between a dividend  record date and the related  dividend  payment date. It also
reserves the right to make  modifications  to the Plan.  You will be notified of
any such suspension,  discontinuance or material modification.  The Company also
reserves the right to terminate any  participant's  participation in the Plan at
any time.

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<PAGE>

FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN

     The  following  discussion  summarizes  the  principal  federal  income tax
consequences,  under  current  law, of  participation  in the Plan.  It does not
address  all  potentially   relevant  federal  income  tax  matters,   including
consequences peculiar to persons subject to special provisions of federal income
tax law (such as  tax-exempt  organizations,  insurance  companies,  and foreign
persons).  The  discussion is based on various  rulings of the Internal  Revenue
Service  regarding  several  types of dividend  reinvestment  plans.  No ruling,
however,  has been  issued  or  requested  regarding  the  Plan.  The  following
discussion is for your general  information  only, and you must consult your own
tax advisor to determine the  particular tax  consequences  that may result from
your  participation  in the Plan and the  disposition  of any  shares  purchased
pursuant to the Plan.

Reinvested Dividends
     When your  dividends  are  reinvested  to  acquire  shares  (including  any
fractional  shares)  of Common  Stock from the  Company,  you will be treated as
having  received a distribution  equal to the fair market value of the shares on
the Investment  Date, which will be the average of the high and low sales prices
of the Common Stock on the NYSE on the Investment  Date. When your dividends are
reinvested to acquire  additional  shares  (including any fractional  shares) of
Common  Stock in the open  market,  you will be  treated  as having  received  a
distribution  equal to the average price of all shares purchased for the Plan in
all transactions in which such shares are purchased on the Investment Date, plus
any  brokerage  costs  incurred  by  the  Company.   The  amount  treated  as  a
distribution  to you will  constitute a dividend for federal income tax purposes
to the same extent as a cash distribution.

     The initial tax basis of shares you acquire with reinvested  dividends will
equal the amount of the  distribution  you are treated as having  received.  The
holding period for shares acquired with reinvested  dividends will begin the day
after the dividend payment date. A whole share resulting from the acquisition of
two or more fractional  shares on different  dividend  payment dates will have a
split holding  period,  with the holding  period for each  fractional  component
beginning  the day  after  the  dividend  payment  date  when the  fraction  was
acquired.

Optional Cash Payments
     The Company  currently  intends to take the  position  that the purchase of
shares  under the Plan with your  optional  cash  payments  will not result in a
distribution to you for federal income tax purposes.  The initial tax basis in a
share  acquired  with an optional  cash payment will be the amount paid for such
shares. The holding period for shares acquired with optional cash payments under
the Plan will begin the day after the purchase date, which is to be the dividend
payment date. A share  consisting of  fractional  shares  purchased on different
dates  will  have a split  holding  period,  with the  holding  period  for each
fractional component beginning the day after its purchase date.

Receipt of Share Certificates and Cash
     You will not realize any income  when you  receive  certificates  for whole
shares  credited  to your  account  under  the  Plan.  Any cash  received  for a
fractional  share held in your account will be treated as an amount  realized on

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<PAGE>

the sale of the fractional  share. You will,  therefore,  recognize gain or loss
equal to any  difference  between the amount of cash  received  for a fractional
share  and  your tax  basis  in the  fractional  share.  Similarly,  if the Plan
Administrator  sells your shares  pursuant to your request upon  termination  of
your  participation  in the Plan,  you will  recognize gain or loss equal to the
difference  between the amount you realize on the sale and your tax basis in the
shares.  Gain or loss  recognized  on a sale of shares  (including  a fractional
share) from your account generally will be capital gain or loss if you hold your
Plan shares as capital assets.

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     The Company's Amended Charter (the "Charter") obligates it to indemnify and
advance  expenses to present and former  directors  and  officers to the maximum
extent  permitted by  Tennessee  law and  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.  Indemnification  is permitted by Tennessee  law if: (i) such
persons conducted  themselves in good faith; (ii) they reasonably  believed,  in
the case of conduct in their official  capacities  with the Company,  that their
conduct was in its 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.  Indemnification of a director is not permitted: (i) in connection
with a  proceeding  by or in the right of the Company in which the  director was
adjudged liable to the Company;  or (ii) in connection with any other proceeding
charging  improper  personal  benefit to the director,  whether or not involving
action in the director's  official capacity,  in which the director was adjudged
liable on the  basis  that  personal  benefit  was  improperly  received  by the
director.

     The Second  Amended and  Restated  Agreement  of Limited  Partnership  (the
"Partnership  Agreement")  of the Operating  Partnership,  as amended,  provides
generally for the  indemnification  of the Company and its officers,  directors,
employees and agents unless it is established  that such person(s)  acted in bad
faith or was (were) dishonest, that such person(s) actually received an improper
personal benefit in money, property or services; or, in the case of any criminal
proceeding,  that such person(s) had reasonable cause to believe that the act or
omission was unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers,  or controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against   public   policy  as  expressed  in  the  1933  Act  and  is  therefore
unenforceable.

EXPERTS

     The  consolidated  financial  statements  of the  Company  incorporated  by
reference in its annual  report on Form 10-K for the period  ended  December 31,
1999, have been audited by PricewaterhouseCoopers  LLP, independent accountants,

                                       9
<PAGE>

as set forth in their report thereon included therein and incorporated herein by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.

ADDRESS OF THE PLAN ADMINISTRATOR

     Optional cash payments,  changes in name or address, notices of termination
and requests  for refunds of payments to purchase  shares,  certificates  or the
sale of shares held in the Plan, and questions  regarding your account should be
directed to:

                            First Union National Bank
                              Equity Services Group
                        1525 West W. T. Harris Blvd., 3C3
                      Charlotte, North Carolina 26288-1153

                             or call (800) 829-8432

INQUIRIES REGARDING THE PLAN

       Please address questions about the Plan to:

                                Storage USA, Inc.
                            Investor Relations Dept.
                           175 Toyota Plaza, Suite 700
                                Memphis, TN 38103

                             or call (901) 252-2000

WHERE YOU CAN FIND MORE INFORMATION

         The  Company  files  annual,   quarterly  and  special  reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "SEC").  You may read and copy any  document  we file at the SEC's  public
reference rooms in Washington DC, New York, NY and Chicago,  IL. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available on the SEC's Website at  http://www.sec.gov.  The
SEC allows us to  "incorporate  by reference"  information  from other documents
that we file with them, which means that we can disclose  important  information
by referring to those  documents.  The information  incorporated by reference is
considered to be part of this  Prospectus,  and  information  that we file later
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange  Act of  1934  prior  to the  sale of all the  shares  covered  by this
Prospectus:

      o     Annual Report on Form 10-K for the year ended December 31, 1999;
      o     Quarterly  Reports on Form 10-Q for the three months ended March 31,
            2000 and June 30, 2000;

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<PAGE>

      o     Current Report on Form 8-K filed May 2, 2000; and
      o     The  description of the common stock  contained in our  Registration
            Statement on Form 8-A, filed with the SEC on March 15, 1994.


You may request a copy of these filings, at no cost, by writing or telephoning:

                                Storage USA, Inc.
                            Investor Relations Dept.
                           175 Toyota Plaza, Suite 700
                                Memphis, TN 38103

                                 (901) 252-2000

         You should rely only on the  information  incorporated  by reference or
provided in this  Prospectus or any  supplement.  We have not authorized  anyone
else to provide  you with  different  information.  We will not make an offer of
these  shares in any state  where the offer is not  permitted.  You  should  not
assume that the  information in this Prospectus or any supplement is accurate as
of any date other than the date on the front of those documents.


                               ------------------


No person has been authorized to give any information or to make representations
not  contained in this  Prospectus  regarding  the Company or the offering  made
hereby and, if given or made, such  information or  representations  must not be
relied upon as having been  authorized by the Company.  This Prospectus does not
constitute an offer to sell or a solicitation  of an offer to buy any securities
other than the  securities to which it relates,  nor does it constitute an offer
to or  solicitation  of any  person in any  jurisdiction  in which such offer or
solicitation would be unlawful. Neither delivery of this Prospectus nor any sale
made hereunder shall create an implication that information  contained herein is
correct as of any time subsequent to the date hereof.

                               ------------------

                                       11
<PAGE>

                                STORAGE USA LOGO
<PAGE>

                                STORAGE USA, INC.
                  DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
                                 ENROLLMENT CARD

To Join the Plan:

1.    Complete  this  card.  Be sure to  include  your  social  security  or tax
      identification number and signature.
2.    Fold the card in half and tape the card closed so that your  signature  is
      concealed.


I hereby  appoint First Union  National  Bank (or any  successor) as my agent to
receive cash  dividends  that may  hereafter  become  payable to me on shares of
Common Stock of Storage USA, Inc.  registered in my name as set forth below, and
authorize First Union National Bank to apply such  dividends,  together with any
optional cash payments I make toward the purchase of full shares and  fractional
interests in shares of the Company's Common Stock.

I understand  that the purchases  will be made under the terms and conditions of
the Dividend Reinvestment and Stock Purchase Plan as described in the Prospectus
and that I may revoke this  authorization  at any time by notifying  First Union
National Bank, in writing of my desire to terminate my participation.
<TABLE>
<S> <C>
------------------------------------------------------ --------------------------------------------------------
Please indicate your participation below:              Check one box only:

                                                       [ ] Full  Dividend  Reinvestment  - I wish to  reinvest
Please enroll me in the Dividend Reinvestment Plan         all cash  dividends  on all shares of Storage  USA,
of Storage USA, Inc. as indicated on this Enrollment       Inc.  Common Stock now or hereafter  registered  in
Card.                                                      my name in additional shares of such stock.

Name as shown on Stock Certificate:

                                                       [ ] Partial  Dividend  Reinvestment  - I wish to receive
                                                           cash dividends on _____ shares of Storage USA Common
--------------------------------------------------         Stock and reinvest dividends on all other shares now
(Please Print)                                             or  hereafter  registered  in my name in  additional
                                                           shares of such stock.

                                                       --------------------------------------------------------

Signature(s):                                          Optional Cash Purchase:

                                                       Please purchase  additional  shares of Storage USA, Inc.
----------------------------------                     Common  Stock.  Enclosed  is my check  or  money  order,
                            (date)                     payable to First Union National Bank, in the amount of:

----------------------------------
                            (date)                     $_______________

                                                       Note:  A  minimum  of $50  investment  is  required  to
----------------------------------                     participate   in  Optional   Cash   Purchase   program.
   Social Security Number                              Maximum  investment  is $25,000 per  calendar  quarter.
     or Tax Identification Number                      Shareholder  must  be a  registered  shareholder  of at
                                                       least one (1) share of Storage USA,  Inc.  Common Stock
                                                       to participate.
------------------------------------------------------ --------------------------------------------------------
</TABLE>
<PAGE>

BUSINESS REPLY MAIL CARD

EQUITY SERVICES PLAN ADMINISTRATION
FIRST UNION NATIONAL BANK
1525 WEST WT HARRIS BLVD 3C3
CHARLOTTE NC 28245-3435


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