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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.
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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.
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The date of this Prospectus is November 1, 2000.
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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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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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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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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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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,
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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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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.
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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.
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STORAGE USA LOGO
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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.
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<S> <C>
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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.
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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.
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BUSINESS REPLY MAIL CARD
EQUITY SERVICES PLAN ADMINISTRATION
FIRST UNION NATIONAL BANK
1525 WEST WT HARRIS BLVD 3C3
CHARLOTTE NC 28245-3435