STORAGE USA INC, S-3, 2000-04-25

STORAGE USA INC
S-3, 2000-04-25
REAL ESTATE INVESTMENT TRUSTS

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As filed with the Securities and Exchange Commission on April 25, 2000
Registration No. 333-______

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-3
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 No.)

165 Madison Avenue
Suite 1300
Memphis, Tennessee 38103
(901) 252-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

John W. McConomy
Executive Vice President and General Counsel
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 23219-4074
(804) 788-8200

Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement in light of market
conditions and other factors.

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:[_]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box:[x]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering:[_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering:[_]

If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act, please check the following box:[_]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================

Proposed Maximum Proposed Maximum Aggregate
Title of Each Class of Aggregate Amount Offering Price Per Offering Price(1) Amount of Registration
Securities to be Registered to be Registered Unit(1) Fee

<S> <C> <C> <C> <C>
Common Stock, $.01 par value, per share 73,228 $31.3125 $2,292,951.75 $605
====================================================================================================================================

</TABLE>
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the prices of the Common Stock on the New York Stock
Exchange on April 20, 2000.
--------------------

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>

The information is this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities, and it is not soliciting an offer to buy these
securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL __, 2000

Prospectus

73,228 Shares
Storage USA, Inc.
Common Stock
------------

Our common stock trades on the New York Stock Exchange under the symbol
"SUS."

We are the general partner of SUSA Partnership, L.P. At various times from
December 1994 through December 1999, SUSA Partnership issued a total of 73,228
units of limited partnership interest to certain owners of self-storage
facilities ("Sellers"). The Sellers have the option of redeeming all or a
portion of those partnership units for cash or shares of our common stock. If
they choose to redeem all or a portion of their partnership units, and if we
choose to acquire those units in exchange for common stock, then they will
receive one share of our common stock for each unit redeemed. This prospectus
relates to resales of those shares by the Sellers.

The shares may be offered and sold by the Sellers or their transferees from
time to time in open-market or privately-negotiated transactions that may
involve underwriters or brokers.

We will not receive any of the proceeds from the sale of the shares covered
by this prospectus, and the registration of the shares does not necessarily mean
that any of them will be offered or sold by the Sellers.

In part so that we can continue to qualify as a "real estate investment
trust" under the Internal Revenue Code, our Charter does not permit anyone to
own more than 9.8% of our outstanding common stock. This limitation and other
limits on who can own our common stock are described in this prospectus under
"Restrictions on Ownership and Transfer."

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

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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.
- --------------------------------------------------------------------------------

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

The date of this Prospectus is April __, 2000
<PAGE>

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION ........................................1
A WARNING ABOUT FORWARD-LOOKING STATEMENTS .................................1
STORAGE USA, INC. ..........................................................2
DESCRIPTION OF COMMON STOCK ................................................2
RESTRICTIONS ON OWNERSHIP AND TRANSFER .....................................3
FEDERAL INCOME TAX CONSEQUENCES OF
STORAGE USA'S STATUS AS A REIT ........................................4
USE OF PROCEEDS ...........................................................26
THE SELLING SHAREHOLDERS ..................................................26
PLAN OF DISTRIBUTION ......................................................26
LEGAL OPINIONS ............................................................27
EXPERTS ...................................................................27
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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. 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:

. Annual Report on Form 10-K for the year ended December 31, 1999; and

. 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.
165 Madison Avenue
Suite 1300
Memphis, Tennessee 38101
Attention: Secretary
Telephone: 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. The Sellers 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.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

This prospectus, and the documents incorporated by reference, may contain
"forward-looking" statements. These forwarding 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.
<PAGE>

STORAGE USA, INC.

Storage USA, Inc. is a self-managed, self-advised real estate investment
trust ("REIT"). We manage, acquire, develop and franchise self-storage
facilities. We do business through SUSA Partnership, L.P. ("SUSA Partnership"),
of which we are the sole general partner and in which we owned an 88.6304%
partnership interest as of December 31, 1999. 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. All of our facilities 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 or are being upgraded to those
standards.

We are a Tennessee corporation. Our executive offices are located at 165
Madison Avenue, Memphis, Tennessee 38103, and our telephone number is (901) 252-
2000.

DESCRIPTION OF COMMON STOCK

We are authorized to issue 150,000,000 shares of common stock, $.01 par
value, and 5,000,000 shares of preferred stock, $.01 par value. As of December
31, 1999, there were 27,865,932 shares of common stock outstanding. No shares
of preferred stock were outstanding. The following is only a summary of some of
the rights of stockholders that might be important to you. You should refer to
our Charter and By-laws for a complete statement of your rights as a
shareholder. Both the Charter and the By-laws are filed with the SEC as
exhibits to the registration statement of which this prospectus is a part.

Common Stock

As a holder of common stock you will have one vote per share on all matters
voted on by stockholders, including elections of directors. Except as otherwise
required by law or provided in any resolution adopted by the Board of Directors
with respect to any series of preferred stock, only holders of common stock have
voting rights. The Charter does not provide for cumulative voting in the
election of directors or for preemptive rights to acquire new shares issued by
Storage USA. Holders of common stock will receive dividends if the Board
declares them out of available funds.

The Transfer Agent for the common stock is First Union National Bank of
North Carolina, Charlotte, North Carolina. The common stock is traded on the
NYSE under the symbol "SUS."

Preferred Stock

Under the Charter, the Board of Directors is authorized, without further
stockholder action, to issue up to 5,000,000 shares of preferred stock. The
Board may issue preferred stock in series, with different preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications or other provisions.

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The Board has designated 650,000 shares of preferred stock as 8 7/8% Series
A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"). Series A
Preferred Stock is issuable in certain circumstances in exchange for units of
8 7/8% Series A Cumulative Redeemable Preferred partnership interest in SUSA
Partnership, which have terms essentially identical to those of the Series A
Preferred Stock. If issued, the Series A Preferred Stock will be entitled to
receive cumulative preferential dividends at the rate of $8.78 per share per
year and will have a liquidation preference of $100 per share. Series A
Preferred Stock will be redeemable at the option of Storage USA beginning
November 1, 2003 at a redemption price of $100 per share, plus accrued but
unpaid dividends. The Series A Preferred Stock has voting rights only with
respect to certain matters that would adversely affect its rights.

RESTRICTIONS ON OWNERSHIP AND TRANSFER

The Charter provides that, subject to certain exceptions specified in the
Charter, no stockholder may own, or be deemed to own by virtue of the
attribution provisions of the federal income tax laws, more than 9.8% of the
outstanding shares of common stock or 9.8% of the outstanding shares of any
series of preferred stock (the "Ownership Limitation"). Pursuant to a Strategic
Alliance Agreement, dated as of March 19, 1996, as amended, among Storage USA,
Security Capital U.S. Realty and Security Capital Holdings S.A. (together with
Security Capital U.S. Realty, "Security Capital"), Security Capital and its
affiliates may beneficially own, in the aggregate, up to 42.5% of the common
stock outstanding (the "Special Stockholder Limit"). At December 31, 1999,
Security Capital held 11,765,654 shares, or approximately 42.22% of the common
stock outstanding. The Ownership Limitation prevents any non-U.S. holder (other
than Security Capital and its affiliates) from acquiring additional shares of
Storage USA's capital stock if, as a result of such acquisition, non-U.S.
persons would own 50% or more of Storage USA's capital stock (determined
assuming that Security Capital owns the maximum percentage of Storage USA's
capital stock that it is permitted to own under the Special Stockholder Limit).

The Charter provides that if any holder of capital stock of Storage USA
purports to transfer shares to a person or there is a change in the capital
structure of Storage USA, and either the purported transfer or the change in
capital structure would result in Storage USA failing to qualify as a REIT, or
such transfer or change in capital structure would cause the transferee to hold
shares in excess of the applicable ownership limit, then the capital stock being
transferred (or in the case of an event other than a transfer, the capital stock
beneficially owned) that would cause one or more of the restrictions on
ownership or transfer to be violated shall be automatically transferred to a
trust for the benefit of a designated charitable beneficiary. The purported
transferee of such shares shall have no right to receive dividends or other
distributions with respect to such shares and shall have no right to vote such
shares. Any dividends or other distributions paid to such purported transferee
prior to the discovery by Storage USA that the shares have been transferred to a
trust shall be paid upon demand to the trustee of the trust for the benefit of
the charitable beneficiary. The trustee of the trust will have all rights to
dividends with respect to shares of capital stock held in trust, which rights
will be exercised for the exclusive benefit of the charitable beneficiary. Any
dividends or distributions paid over to the trustee will be held in trust for
the charitable beneficiary. The trustee shall designate a transferee of such
stock so long as the ownership of such shares of stock by the transferee would
not violate the

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restrictions on ownership or transfer. Upon the sale of such shares, the
purported transferee shall receive the lesser of (A)(i) the price per share such
purported transferee paid for the capital stock in the purported transfer that
resulted in the transfer of shares of capital stock to the trust, or (ii) if the
transfer or other event that resulted in the transfer of shares of capital stock
to the trust was not a transaction in which the purported record transferee gave
full value for such shares, a price per share equal to the market price on the
date of the purported transfer or other event that resulted in the transfer of
the shares to the trust, and (B) the price per share received by the trustee
from the sale or other disposition of the shares held in the trust.

The Board of Directors may grant an exemption from the Ownership Limitation
to any person so requesting, so long as (A) the Board has determined that such
exemption will not result in Storage USA being "closely held" within the meaning
of the federal income tax laws, and (B) such person provides to the Board such
representations and undertakings as the Board may require.

In addition, the Charter restricts certain transfers of common stock to
persons who are not U.S. citizens, partnerships or corporations. Any transfer
to any of these non-U.S. persons is void if it would result in non-U.S. persons
holding 50% or more of the fair market value of Storage USA's capital stock.
Security Capital is treated as a non-U.S. person for purposes of this
restriction.

FEDERAL INCOME TAX CONSEQUENCES OF
STORAGE USA'S STATUS AS A REIT

This section summarizes the federal income tax issues that you, as a
stockholder, may consider relevant. Because this section is a summary, it does
not address all of the tax issues that may be important to you. In addition,
this section does not address the tax issues that may be important to certain
types of stockholders that are subject to special treatment under the federal
income tax laws, such as insurance companies, tax-exempt organizations (except
to the extent discussed in "--Taxation of Tax-Exempt Stockholders" below),
financial institutions or broker-dealers, and non-U.S. individuals and foreign
corporations (except to the extent discussed in "--Taxation of Non-U.S.
Stockholders" below).

The statements in this section are based on the current federal income tax
laws governing qualification as a REIT. We cannot assure you that new laws,
interpretations thereof, or court decisions, any of which may take effect
retroactively, will not cause any statement in this section to be inaccurate.

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We urge you to consult your own tax advisor regarding the specific tax
consequences to you of investing in the common stock and of Storage USA's
election to be taxed as a REIT. Specifically, you should consult your own tax
advisor regarding the federal, state, local, foreign, and other tax consequences
of such investment and election, and regarding potential changes in applicable
tax laws.
- --------------------------------------------------------------------------------

Taxation of Storage USA

Storage USA elected to be taxed as a REIT under the federal income tax laws
commencing with its taxable year ended December 31, 1994. Storage USA believes
that it has operated in a manner intended to qualify as a REIT since its
election to be a REIT and it intends to continue to so operate. This section
discusses the laws governing the federal income tax treatment of a REIT and its
stockholders. These laws are highly technical and complex.

Storage USA's qualification as a REIT depends on its ability to meet on a
continuing basis qualification tests set forth in the federal tax laws. Those
qualification tests involve the percentage of income that Storage USA earns from
specified sources, the percentage of its assets that fall within specified
categories, the diversity of its share ownership, and the percentage of its
earnings that it distributes. We describe the REIT qualification tests in more
detail below. For a discussion of the tax treatment of Storage USA and its
stockholders if Storage USA fails to qualify as a REIT, see "--Failure to
Qualify."

If Storage USA qualifies as a REIT, it generally will not be subject to
federal income tax on the taxable income that it distributes to its
stockholders. The benefit of that tax treatment is that it avoids the "double
taxation," or taxation at both the corporate and stockholder levels, that
generally results from owning stock in a corporation. However, Storage USA will
be subject to federal tax in the following circumstances:

. Storage USA will pay federal income tax on taxable income, including net
capital gain, that it does not distribute to its stockholders during, or
within a specified time period after, the calendar year in which the
income is earned.

. Storage USA may be subject to the "alternative minimum tax" on any items
of tax preference that it does not distribute or allocate to its
stockholders.

. Storage USA will pay income tax at the highest corporate rate on (1) net
income from the sale or other disposition of property acquired through
foreclosure ("foreclosure property") that it holds primarily for sale to
customers in the ordinary course of business and (2) other non-qualifying
income from foreclosure property.

. Storage USA will pay a 100% tax on net income from sales or other
dispositions of property, other than foreclosure property, that it holds
primarily for sale to customers in the ordinary course of business.

. If Storage USA fails to satisfy the 75% gross income test or the 95%
gross income test, as described below under "--Requirements for
Qualification--Income Tests," and nonetheless

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continues to qualify as a REIT because it meets other requirements, it will
pay a 100% tax on (1) the gross income attributable to the greater of the
amounts by which it fails the 75% and 95% gross income tests, multiplied by
(2) a fraction intended to reflect its profitability.

. If Storage USA fails to distribute during a calendar year at least the sum
of (1) 85% of its REIT ordinary income for such year, (2) 95% of its REIT
capital gain net income for such year, and (3) any undistributed taxable
income from prior periods, it will pay a 4% excise tax on the excess of
such required distribution over the amount it actually distributed.

. Storage USA may elect to retain and pay income tax on its net long-term
capital gain.

. If Storage USA acquires any asset from a C corporation, or a corporation
generally subject to full corporate-level tax, in a merger or other
transaction in which it acquires a basis in the asset that is determined by
reference to the C corporation's basis in the asset, or another asset, it
will pay tax at the highest regular corporate rate applicable if it
recognizes gain on the sale or disposition of such asset during the 10-year
period after it acquires such asset. The amount of gain on which it will
pay tax is the lesser of (1) the amount of gain that it recognizes at the
time of the sale or disposition and (2) the amount of gain that it would
have recognized if it had sold the asset at the time it acquired the asset.
The rule described in this paragraph will apply assuming that Storage USA
makes an election under IRS Notice 88-19 upon its acquisition of an asset
from a C corporation.

Requirements for Qualification

A REIT is a corporation, trust, or association that meets the following
requirements:

1. it is managed by one or more trustees or directors;

2. its beneficial ownership is evidenced by transferable shares, or by
transferable certificates of beneficial interest;

3. it would be taxable as a domestic corporation, but for the REIT
provisions of the federal income tax laws;

4. it is neither a financial institution nor an insurance company subject
to special provisions of the federal income tax laws;

5. at least 100 persons are beneficial owners of its shares or ownership
certificates;

6. not more than 50% in value of its outstanding shares or ownership
certificates is owned, directly or indirectly, by five or fewer
individuals, as defined in the federal income tax laws to include
certain entities, during the last half of any taxable year;

7. it elects to be a REIT, or has made such election for a previous
taxable year, and satisfies all relevant filing and other
administrative requirements established by the Internal Revenue
Service that must be met to elect and maintain REIT status;

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8. it uses a calendar year for federal income tax purposes and complies
with the recordkeeping requirements of the federal income tax laws;
and

9. it meets certain other qualification tests, described below, regarding
the nature of its income and assets.

Storage USA must meet requirements 1 through 4 during its entire taxable
year and must meet requirement 5 during at least 335 days of a taxable year of
12 months, or during a proportionate part of a taxable year of less than 12
months. If Storage USA complies with all the requirements for ascertaining the
ownership of its outstanding shares in a taxable year and has no reason to know
that it violated requirement 6, it will be deemed to have satisfied requirement
6 for such taxable year. For purposes of determining share ownership under
requirement 6, an "individual" generally includes a supplemental unemployment
compensation benefits plan, a private foundation, or a portion of a trust
permanently set aside or used exclusively for charitable purposes. An
"individual," however, generally does not include a trust that is a qualified
employee pension or profit sharing trust under the federal income tax laws, and
beneficiaries of such a trust will be treated as holding shares of Storage USA
in proportion to their actuarial interests in the trust for purposes of
requirement 6.

Storage USA believes that it has issued sufficient common stock with
sufficient diversity of ownership to satisfy requirements 5 and 6 set forth
above. In addition, Storage USA's Charter restricts the ownership and transfer
of the common stock so that Storage USA should continue to satisfy requirements
5 and 6. The provisions of the Charter restricting the ownership and transfer
of the common stock are described in "Restrictions on Ownership and Transfer."

Storage USA currently has one direct corporate subsidiary, Storage USA
Trust, a Maryland real estate investment trust (the "Trust"), and may have
additional corporate subsidiaries in the future. A corporation that is a
"qualified REIT subsidiary" is not treated as a corporation separate from its
parent REIT. All assets, liabilities, and items of income, deduction, and
credit of a "qualified REIT subsidiary" are treated as assets, liabilities, and
items of income, deduction, and credit of the REIT. A "qualified REIT
subsidiary" is a corporation, all of the capital stock of which is owned by the
REIT. Thus, in applying the requirements described herein, any "qualified REIT
subsidiary" of Storage USA will be ignored, and all assets, liabilities, and
items of income, deduction, and credit of such subsidiary will be treated as
assets, liabilities, and items of income, deduction, and credit of Storage USA.
The Trust is a qualified REIT subsidiary. Accordingly, it is not subject to
federal corporate income taxation, though it may be subject to state and local
taxation.

In the case of a REIT that is a partner in a partnership, the REIT is
treated as owning its proportionate share of the assets of the partnership and
as earning its allocable share of the gross income of the partnership for
purposes of the applicable REIT qualification tests. Thus, Storage USA's
proportionate share of the assets, liabilities, and items of income of SUSA
Partnership and of any other partnership in which Storage USA has acquired or
will acquire an interest, directly or indirectly (a "Subsidiary Partnership"),
are treated as assets and gross income of Storage USA for purposes of applying
the various REIT qualification requirements.

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Income Tests

Storage USA must satisfy two gross income tests annually to maintain its
qualification as a REIT. First, at least 75% of its gross income for each
taxable year must consist of defined types of income that it derives, directly
or indirectly, from investments relating to real property or mortgages on real
property or temporary investment income. Qualifying income for purposes of that
75% gross income test includes:

. rents from real property;

. interest on debt secured by mortgages on real property or on interests in
real property; and

. dividends or other distributions on and gain from the sale of shares in
other REITs.

Second, in general, at least 95% of its gross income for each taxable
year must consist of income that is qualifying income for purposes of the 75%
gross income test, dividends, other types of interest, gain from the sale or
disposition of stock or securities, or any combination of the foregoing. Gross
income from Storage USA's sale of property that it holds primarily for sale to
customers in the ordinary course of business is excluded from both income tests.
The following paragraphs discuss the specific application of these tests to
Storage USA.

Rent that Storage USA receives from real property that it owns and
leases to tenants will qualify as "rents from real property," which is
qualifying income for purposes of the 75% and 95% gross income tests, only if
the following conditions are met:

. First, the rent must not be based, in whole or in part, on the income or
profits of any person, but may be based on a fixed percentage or
percentages of receipts or sales.

. Second, neither Storage USA nor a direct or indirect owner of 10% or more
of its stock may own, actually or constructively, 10% or more of a tenant
from whom it receives rent.

. Third, all of the rent received under a lease of real property will not
qualify as "rents from real property" unless the rent attributable to the
personal property leased in connection with such lease is no more than
15% of the total rent received under the lease.

. Finally, Storage USA generally must not operate or manage its real
property or furnish or render services to its tenants, other than through
an "independent contractor" who is adequately compensated and from whom
Storage USA does not derive revenue. However, Storage USA need not
provide services through an "independent contractor," but instead may
provide services directly, if the services are "usually or customarily
rendered" in connection with the rental of space for occupancy only and
are not considered to be provided for the tenants' convenience. In
addition, Storage USA may provide a minimal amount of "non- customary"
services to the tenants of a property, other than through an independent
contractor, as long as its income from the services does not exceed 1% of
its income from the related property. President Clinton has signed into
law legislation that will allow Storage USA to own up to 100% of the
stock of a "taxable REIT subsidiary," which

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can provide customary and noncustomary services to Storage USA's tenants,
see "--Taxable Subsidiaries."

Storage USA, through SUSA Partnership, derives most of its revenues from
rent from storage unit leases, additional first month rent, and late charges
attributable to such rents. We believe that, other than the late charges
attributable to rent, which are treated as interest that qualifies for the 95%
gross income test, but not the 75% gross income test, those revenues qualify as
rents from real property for purposes of both gross income tests. Additional
revenues are derived from ancillary services such as moving truck rental
commissions, packing and shipping commissions, rent from leasing space utilized
for sales of locks and packing supplies to SUSA Management, Inc., a Tennessee
corporation, 5% of whose voting stock and 100% of whose nonvoting stock are
owned by SUSA Partnership, rent from vehicle and boat storage leases, including
additional first month rent and late charges attributable thereto, and similar
items. We believe that those revenues and other types of potentially
nonqualifying gross income earned by Storage USA in each taxable year are equal
to, and will continue to be equal to, less than 5% of Storage USA's total gross
income and, thus, that such items of income do not adversely affect Storage
USA's qualification as a REIT. Storage USA also receives dividends from SUSA
Management, Inc. and Storage USA Franchise Corp., a Tennessee corporation of
which SUSA Partnership owns 100% of the nonvoting stock. We believe that those
dividends are qualifying income for purposes of the 95% test.

Storage USA does not receive any rent that is based on the income or
profits of any person. In addition, other than with respect to its leasing
arrangement with SUSA Management, Inc. with respect to the sale of lock and
packing supplies, the revenue from which Storage USA will treat as nonqualifying
income for purposes of the 75% and 95% tests, Storage USA does not own, directly
or indirectly, 10% or more of any tenant or receive any rent based on the income
or profits of any tenant. Furthermore, we believe that any personal property
rented in connection with our storage facilities is well within the 15%
restriction. However, in order for our rental income to constitute "rents from
real property," Storage USA must not provide services, other than within the 1%
de minimis exception described above, to its tenants that are not customarily
furnished or rendered in connection with the rental of the self-storage units,
other than through an independent contractor.

Storage USA, through SUSA Partnership, which is not an independent
contractor, provides certain services with respect to the facilities and will
provide certain services with respect to any newly acquired self-storage
facilities. Such services include:

. common area services, such as cleaning and maintaining public entrances,
exits, stairways, walkways, lobbies and rest rooms, removing snow and
debris, collecting trash, and painting the exteriors of the facilities and
common areas;

. providing general security for the facilities;

. cleaning and repairing of units at the facilities as tenants move in and
out;

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. at the request of the tenant, and without additional charge, accepting
delivery of goods from carriers or unlocking a particular unit when goods
are delivered to a facility (however, SUSA Partnership does not otherwise
assist tenants in the storage or removal of goods or belongings from the
units);

. permitting tenants to use the fax machine at a facility for occasional
local faxes without additional charge and for occasional long-distance
faxes for a nominal charge;

. maintaining underground utilities and structural elements of the
facilities;

. paying real and personal property taxes or the cost of replacing or
refurbishing personal property with respect to real and personal property
owned by SUSA Partnership at a facility;

. for a fee, acting as an agent for moving truck rental companies for tenants
of certain facilities and walk-in customers;

. for a fee, providing packing and shipping services to tenants of certain
facilities and walk-in customers; and

. at a few facilities, allowing tenants to use trucks owned by Storage USA or
SUSA Partnership to move their goods and belongings into and out of the
units without additional charge.

Storage USA believes that the services provided by SUSA Partnership are
customarily furnished or rendered in connection with the rental of space for
occupancy only by self-storage facilities in the geographic areas in which its
facilities are located.

Storage USA's investment, through SUSA Partnership, in the facilities in
major part gives rise to rental income that is qualifying income for purposes of
both gross income tests. Gains on sales of the facilities or of Storage USA's
interest in SUSA Partnership generally will be qualifying income for purposes of
both gross income tests. Storage USA anticipates that income on its other
investments, including its indirect investments in SUSA Management, Inc. and
Storage USA Franchise Corp., will not result in Storage USA failing either gross
income test for any year.

A REIT will incur a 100% tax on the net income derived from any sale or
other disposition of property, other than foreclosure property, that the REIT
holds primarily for sale to customers in the ordinary course of a trade or
business. We believe that none of Storage USA's or SUSA Partnership's assets is
held for sale to customers and that a sale of any such asset would not be in the
ordinary course of its business. Whether a REIT holds an asset "primarily for
sale to customers in the ordinary course of a trade or business" depends,
however, on the facts and circumstances in effect from time to time, including
those related to a particular asset. Nevertheless, we will attempt to comply
with the terms of safe-harbor provisions in the federal income tax laws
prescribing when an asset sale will not be characterized as a prohibited
transaction. We cannot provide assurance, however, that we can comply with such
safe-harbor

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provisions or that Storage USA or SUSA Partnership will avoid owning property
that may be characterized as property that it holds "primarily for sale to
customers in the ordinary course of a trade or business."

From time to time, Storage USA or SUSA Partnership may enter into hedging
transactions with respect to one or more of its assets or liabilities. Its
hedging activities may include entering into interest rate swaps, caps, and
floors, options to purchase such items, and futures and forward contracts. To
the extent that Storage USA or SUSA Partnership enters into an interest rate
swap or cap contract, option, futures contract, forward rate agreement, or any
similar financial instrument to hedge its indebtedness incurred to acquire or
carry "real estate assets," any periodic income or gain from the disposition of
such contract should be qualifying income for purposes of the 95% gross income
test, but not the 75% gross income test. To the extent that Storage USA or SUSA
Partnership hedges with other types of financial instruments, or in other
situations, it is not entirely clear how the income from those transactions will
be treated for purposes of the gross income tests. We intend to structure any
hedging transactions in a manner that does not jeopardize Storage USA's status
as a REIT.

If Storage USA fails to satisfy one or both of the gross income tests for
any taxable year, it nevertheless may qualify as a REIT for such year if it
qualifies for relief under certain provisions of the federal income tax laws.
Those relief provisions generally will be available if:

. its failure to meet such tests is due to reasonable cause and not due to
willful neglect;

. we attach a schedule of the sources of its income to its tax return; and

. any incorrect information on the schedule was not due to fraud with intent
to evade tax.

We cannot predict, however, whether in all circumstances Storage USA would
qualify for the relief provisions. In addition, as discussed above in "--
Taxation of Storage USA," even if the relief provisions apply, Storage USA would
incur a 100% tax on the gross income attributable to the greater of the amounts
by which it fails the 75% and 95% gross income tests, multiplied by a fraction
intended to reflect its profitability.

Asset Tests

To maintain its qualification as a REIT, Storage USA also must satisfy two
asset tests at the close of each quarter of each taxable year. First, at least
75% of the value of its total assets must consist of:

. cash or cash items, including certain receivables;

. government securities;

. interests in real property, including leaseholds and options to acquire
real property and leaseholds;

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. interests in mortgages on real property;

. stock in other REITs; and

. investments in stock or debt instruments during the one-year period
following Storage USA's receipt of new capital that it raises through
equity offerings or offerings of debt with at least a five-year term.

The second asset test has two components:

. First, of Storage USA's investments not included in the 75% asset class,
the value of its interest in any one issuer's securities may not exceed 5%
of the value of its total assets; and

. Second, Storage USA may not own more than 10% of any one issuer's
outstanding voting securities.

For purposes of both components of the second asset test, "securities" does
not include Storage USA's stock in any qualified REIT subsidiary or in other
REITs or its interest in any partnership.

SUSA Partnership owns 5% of the voting stock and 100% of the nonvoting
stock of SUSA Management, Inc., which together constitute 99% of the beneficial
economic interest therein. In addition, SUSA Partnership owns 100% of the
nonvoting stock of Storage USA Franchise Corp., which represents 97.5% of the
beneficial economic interest therein. By virtue of its partnership interest in
SUSA Partnership, Storage USA is deemed to own its pro rata share of the assets
of SUSA Partnership, including the stock of SUSA Management, Inc. and Storage
USA Franchise Corp. held by SUSA Partnership.

SUSA Partnership does not own more than 10% of the voting securities of
SUSA Management, Inc. or Storage USA Franchise Corp. In addition, based upon
its analysis of the estimated value of the stock of each of SUSA Management,
Inc. and Storage USA Franchise Corp. relative to the estimated value of the
other assets owned by Storage USA, Storage USA believes that neither its pro
rata share of the stock of SUSA Management, Inc. nor its pro rata share of the
stock of Storage USA Franchise Corp. exceeds 5% of the total value of Storage
USA's assets. No independent appraisals have been obtained to support this
conclusion. This 5% limitation must be satisfied at the end of each quarter in
which Storage USA or SUSA Partnership increases its interest in SUSA Management,
Inc. or Storage USA Franchise Corp., including as a result of Storage USA
increasing its interest in SUSA Partnership in connection with a stock offering
or as limited partners of SUSA Partnership exercise their rights to redeem their
partnership units for cash or shares of Storage USA's common stock. Although
Storage USA plans to take steps to ensure that it satisfies the 5% asset test
for any quarter with respect to which retesting is to occur, there can be no
assurance that such steps will always be successful.

President Clinton recently signed into law legislation (the "Tax Bill")
that allows Storage USA to own up to 100% of the stock of taxable REIT
subsidiaries ("TRSs"), which can perform activities unrelated to Storage USA's
tenants, such as third-party management, development, and

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<PAGE>

other independent business activities, as well as provide services to Storage
USA's tenants. Storage USA and its taxable subsidiary must elect for the
subsidiary to be treated as a TRS. A corporation of which a TRS directly or
indirectly owns more than 35% of the voting power or value of the stock will
automatically be treated as a TRS. The Tax Bill limits the deductibility of
interest paid or accrued by a TRS to Storage USA to assure that the TRS is
subject to an appropriate level of corporate taxation. Further, the Tax Bill
imposes a 100% excise tax on transactions between a TRS and Storage USA or its
tenants that are not conducted on an arm's-length basis. The Tax Bill also
prevents Storage USA from owning more than 10% of the voting power or value of
the stock of a taxable subsidiary -- that is not treated as a TRS. Prior to the
Tax Bill, Storage USA only was prohibited from owning more than 10% of the
voting stock of a taxable subsidiary. Overall, no more than 20% of Storage USA's
assets can consist of securities of TRSs under the Tax Bill.

If Storage USA should fail to satisfy the asset tests at the end of a
calendar quarter, it would not lose its REIT status if (1) it satisfied the
asset tests at the close of the preceding calendar quarter and (2) the
discrepancy between the value of its assets and the asset test requirements
arose from changes in the market values of its assets and was not wholly or
partly caused by the acquisition of one or more non-qualifying assets. If
Storage USA did not satisfy the condition described in clause (2) of the
preceding sentence, it still could avoid disqualification as a REIT by
eliminating any discrepancy within 30 days after the close of the calendar
quarter in which the discrepancy arose.

Distribution Requirements

Each taxable year, Storage USA must distribute dividends, other than
capital gain dividends and deemed distributions of retained capital gain, to its
stockholders in an aggregate amount at least equal to:

. the sum of (1) 95% of its "REIT taxable income," computed without regard to
the dividends paid deduction and its net capital gain or loss, and (2) 95%
of its after-tax net income, if any, from foreclosure property; minus

. the sum of certain items of non-cash income.

Storage USA must pay such distributions in the taxable year to which they
relate, or in the following taxable year if it declares the distribution before
it timely files its federal income

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<PAGE>

tax return for such year and pays the distribution on or before the first
regular dividend payment date after such declaration. Under the Tax Bill, the
95% distribution requirement discussed above was reduced to 90% for taxable
years beginning after December 31, 2000.

Storage USA will pay federal income tax on taxable income, including net
capital gain, that it does not distribute to stockholders. Furthermore, if it
fails to distribute during a calendar year, or by the end of January following
such calendar year in the case of distributions with declaration and record
dates falling in the last three months of the calendar year, at least the sum
of:

. 85% of its REIT ordinary income for such year;

. 95% of its REIT capital gain income for such year; and

. any undistributed taxable income from prior periods,

it will incur a 4% nondeductible excise tax on the excess of such required
distribution over the amounts it actually distributed. Storage USA may elect to
retain and pay income tax on the net long-term capital gain it receives in a
taxable year. See "--Taxation of Taxable U.S. Stockholders." If it so elects,
it will be treated as having distributed any such retained amount for purposes
of the 4% excise tax described above. Storage USA has made, and Storage USA
intends to continue to make, timely distributions sufficient to satisfy the
annual distribution requirements.

It is possible that, from time to time, Storage USA may experience timing
differences between (1) the actual receipt of income and actual payment of
deductible expenses and (2) the inclusion of that income and deduction of such
expenses in arriving at its REIT taxable income. For example, Storage USA may
not deduct recognized capital losses from its "REIT taxable income." Further,
it is possible that, from time to time, Storage USA may be allocated a share of
net capital gain attributable to the sale of depreciated property that exceeds
its allocable share of cash attributable to that sale. As a result of the
foregoing, Storage USA may have less cash than is necessary to distribute all of
its taxable income and thereby avoid corporate income tax and the excise tax
imposed on certain undistributed income. In such a situation, it may need to
borrow funds or issue preferred stock or additional common stock.

Under certain circumstances, Storage USA may be able to correct a failure
to meet the distribution requirement for a year by paying "deficiency dividends"
to its stockholders in a later year. Storage USA may include such deficiency
dividends in its deduction for dividends paid for the earlier year. Although
Storage USA may be able to avoid income tax on amounts distributed as deficiency
dividends, it will be required to pay interest to the Internal Revenue Service
based upon the amount of any deduction it takes for deficiency dividends.

Recordkeeping Requirements

Storage USA must maintain certain records in order to qualify as a REIT.
In addition, to avoid a monetary penalty, it must request on an annual basis
information from its stockholders

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<PAGE>

designed to disclose the actual ownership of its outstanding stock. Storage USA
has complied, and Storage USA intends to continue to comply, with such
requirements.

Failure to Qualify

If Storage USA failed to qualify as a REIT in any taxable year, and no
relief provision applied, it would be subject to federal income tax and any
applicable alternative minimum tax on its taxable income at regular corporate
rates. In calculating its taxable income in a year in which it failed to
qualify as a REIT, Storage USA would not be able to deduct amounts paid out to
stockholders. In fact, Storage USA would not be required to distribute any
amounts to stockholders in such year. In such event, to the extent of its
current and accumulated earnings and profits, all distributions to stockholders
would be taxable as ordinary income. Subject to certain limitations of the
federal income tax laws, corporate stockholders might be eligible for the
dividends received deduction. Unless Storage USA qualified for relief under
specific statutory provisions, it also would be disqualified from taxation as a
REIT for the four taxable years following the year during which it ceased to
qualify as a REIT. We cannot predict whether in all circumstances Storage USA
would qualify for such statutory relief.

Taxation of Taxable U.S. Stockholders

As long as Storage USA qualifies as a REIT, a taxable "U.S. stockholder"
must take into account distributions made out of Storage USA's current or
accumulated earnings and profits and that Storage USA does not designate as
capital gain dividends or retained long-term capital gain as ordinary income. A
U.S. stockholder will not qualify for the dividends received deduction generally
available to corporations. As used herein, the term "U.S. stockholder" means a
holder of common stock that for U.S. federal income tax purposes is:

. a citizen or resident of the United States;

. a corporation, partnership, or other entity created or organized in or
under the laws of the United States or of an political subdivision thereof;

. an estate whose income from sources without the United States is includible
in gross income for U.S. federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United
States; or

. any trust with respect to which (1) a U.S. court is able to exercise
primary supervision over the administration of such trust and (2) one or
more U.S. persons have the authority to control all substantial decisions
of the trust.

A U.S. stockholder generally will recognize distributions that Storage USA
designates as capital gain dividends as long-term capital gain without regard to
the period for which the U.S. stockholder has held its common stock. Storage
USA generally will designate its capital gain dividends as either 20% or 25%
rate distributions. A corporate U.S. stockholder, however, may be required to
treat up to 20% of certain capital gain dividends as ordinary income.

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<PAGE>

Storage USA may elect to retain and pay income tax on the net long-term
capital gain that it receives in a taxable year. In that case, a U.S.
stockholder would be taxed on its proportionate share of Storage USA's
undistributed long-term capital gain. The U.S. stockholder would receive a
credit or refund for its proportionate share of the tax Storage USA paid. The
U.S. stockholder would increase the basis in its stock by the amount of its
proportionate share of Storage USA's undistributed long-term capital gain, minus
its share of the tax Storage USA paid.

A U.S. stockholder will not incur tax on a distribution in excess of
Storage USA's current and accumulated earnings and profits if such distribution
does not exceed the adjusted basis of the U.S. stockholder's common stock.
Instead, such distribution will reduce the adjusted basis of such common stock.
A U.S. stockholder will recognize a distribution in excess of both Storage USA's
current and accumulated earnings and profits and the U.S. stockholder's adjusted
basis in its common stock as long-term capital gain, or short-term capital gain
if the common stock has been held for one year or less, assuming the common
stock is a capital asset in the hands of the U.S. stockholder. In addition, if
Storage USA declares a distribution in October, November, or December of any
year that is payable to a U.S. stockholder of record on a specified date in any
such month, such distribution shall be treated as both paid by Storage USA and
received by the U.S. stockholder on December 31 of such year, provided that
Storage USA actually pays the distribution during January of the following
calendar year.

Stockholders may not include in their individual income tax returns any net
operating losses or capital losses of Storage USA. Instead, such losses would
be carried over by Storage USA for potential offset against its future income
generally. Taxable distributions from Storage USA and gain from the disposition
of the common stock will not be treated as passive activity income and,
therefore, stockholders generally will not be able to apply any "passive
activity losses," such as losses from certain types of limited partnerships in
which the shareholder is a limited partner, against such income. In addition,
taxable distributions from Storage USA and gain from the disposition of common
stock generally will be treated as investment income for purposes of the
investment interest limitations. Storage USA will notify stockholders after the
close of the its taxable year as to the portions of the distributions
attributable to that year that constitute ordinary income, return of capital,
and capital gain.

Taxation of U.S. Stockholders on the Disposition of the Common Stock

In general, a U.S. stockholder who is not a dealer in securities must treat
any gain or loss realized upon a taxable disposition of the common stock as
long-term capital gain or loss if the U.S. stockholder has held the common stock
for more than one year and otherwise as short-term capital gain or loss.
However, a U.S. stockholder must treat any loss upon a sale or exchange of
common stock held by such shareholder for six months or less as a long-term
capital loss to the extent of capital gain dividends and other distributions
from Storage USA that such U.S. stockholder treats as long-term capital gain.
All or a portion of any loss that a U.S. stockholder realizes upon a taxable
disposition of the common stock may be disallowed if the U.S. stockholder
purchases other shares of common stock within 30 days before or after the
disposition.

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Capital Gains and Losses

A taxpayer generally must hold a capital asset for more than one year for
gain or loss derived from its sale or exchange to be treated as long-term
capital gain or loss. The highest marginal individual income tax rate is 39.6%.
The maximum tax rate on long-term capital gain applicable to non-corporate
taxpayers is 20% for sales and exchanges of assets held for more than one year.
The maximum tax rate on long-term capital gain from the sale or exchange of
"section 1250 property," or depreciable real property, is 25% to the extent that
such gain would have been treated as ordinary income if the property were
"section 1245 property." With respect to distributions that Storage USA
designates as capital gain dividends and any retained capital gain that it is
deemed to distribute, Storage USA generally may designate whether such a
distribution is taxable to its non-corporate stockholders at a 20% or 25% rate.
Thus, the tax rate differential between capital gain and ordinary income for
non-corporate taxpayers may be significant. In addition, the characterization
of income as capital gain or ordinary income may affect the deductibility of
capital losses. A non-corporate taxpayer may deduct capital losses not offset
by capital gains against its ordinary income only up to a maximum annual amount
of $3,000. A non-corporate taxpayer may carry forward unused capital losses
indefinitely. A corporate taxpayer must pay tax on its net capital gain at
ordinary corporate rates. A corporate taxpayer can deduct capital losses only
to the extent of capital gains, with unused losses being carried back three
years and forward five years.

Information Reporting Requirements and Backup Withholding

Storage USA will report to its stockholders and to the Internal Revenue
Service the amount of distributions it pays during each calendar year, and the
amount of tax it withholds, if any. Under the backup withholding rules, a
stockholder may be subject to backup withholding at the rate of 31% with respect
to distributions unless such holder (1) is a corporation or comes within certain
other exempt categories and, when required, demonstrates this fact or (2)
provides a taxpayer identification number, certifies as to no loss of exemption
from backup withholding, and otherwise complies with the applicable requirements
of the backup withholding rules. A stockholder who does not provide Storage USA
with its correct taxpayer identification number also may be subject to penalties
imposed by the Internal Revenue Service. Any amount paid as backup withholding
will be creditable against the stockholder's income tax liability. In addition,
Storage USA may be required to withhold a portion of capital gain distributions
to any stockholders who fail to certify their non-foreign status to Storage USA.
The U.S. Treasury Department has issued final regulations regarding the backup
withholding rules as applied to non-U.S. stockholders. Those regulations alter
certain procedural aspects of backup withholding compliance and are effective
for distributions made after December 31, 2000. See "--Taxation of Non-U.S.
Stockholders."

Taxation of Tax-Exempt Stockholders

Tax-exempt entities, including qualified employee pension and profit
sharing trusts and individual retirement accounts and annuities generally are
exempt from federal income taxation. However, they are subject to taxation on
their unrelated business taxable income. While many

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<PAGE>

investments in real estate generate unrelated business taxable income, the
Internal Revenue Service has issued a published ruling that dividend
distributions from a REIT to an exempt employee pension trust do not constitute
unrelated business taxable income, provided that the exempt employee pension
trust does not otherwise use the shares of the REIT in an unrelated trade or
business of the pension trust. Based on that ruling, amounts that Storage USA
distributes to tax-exempt stockholders generally should not constitute unrelated
business taxable income. However, if a tax-exempt shareholder were to finance
its acquisition of the common stock with debt, a portion of the income that it
receives from Storage USA would constitute unrelated business taxable income
pursuant to the "debt- financed property" rules. Furthermore, social clubs,
voluntary employee benefit associations, supplemental unemployment benefit
trusts, and qualified group legal services plans that are exempt from taxation
under special provisions of the federal income tax laws are subject to different
unrelated business taxable income rules, which generally will require them to
characterize distributions that they receive from Storage USA as unrelated
business taxable income. Finally, in certain circumstances, a qualified employee
pension or profit sharing trust that owns more than 10% of Storage USA's stock
is required to treat a percentage of the dividends that it receives from Storage
USA as unrelated business taxable income. Such percentage is equal to the gross
income Storage USA derives from an unrelated trade or business, determined as if
it were a pension trust, divided by its total gross income for the year in which
it pays the dividends. That rule applies to a pension trust holding more than
10% of Storage USA's stock only if:

. the percentage of its dividends that the tax-exempt trust must treat as
unrelated business taxable income is at least 5%;

. Storage USA qualifies as a REIT by reason of the modification of the rule
requiring that no more than 50% of Storage USA's shares be owned by five or
fewer individuals that allows the beneficiaries of the pension trust to be
treated as holding Storage USA's stock in proportion to their actuarial
interests in the pension trust; and

. either (1) one pension trust owns more than 25% of the value of Storage
USA's stock or (2) a group of pension trusts individually holding more than
10% of the value of Storage USA's stock collectively owns more than 50% of
the value of Storage USA's stock.

Taxation of Non-U.S. Stockholders

The rules governing U.S. federal income taxation of nonresident alien
individuals, foreign corporations, foreign partnerships, and other foreign
stockholders (collectively, "non-U.S. stockholders") are complex. This section
is only a summary of such rules. We urge non-U.S. stockholders to consult their
own tax advisors to determine the impact of federal, state, and local income tax
laws on ownership of the common stock, including any reporting requirements.

A non-U.S. stockholder that receives a distribution that is not
attributable to gain from Storage USA's sale or exchange of U.S. real property
interests, as defined below, and that Storage USA does not designate as a
capital gain dividend or retained capital gain will recognize

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<PAGE>

ordinary income to the extent that Storage USA pays such distribution out of its
current or accumulated earnings and profits. A withholding tax equal to 30% of
the gross amount of the distribution ordinarily will apply to such distribution
unless an applicable tax treaty reduces or eliminates the tax. However, if a
distribution is treated as effectively connected with the non-U.S. stockholder's
conduct of a U.S. trade or business, the non-U.S. stockholder generally will be
subject to federal income tax on the distribution at graduated rates, in the
same manner as U.S. stockholders are taxed with respect to such distributions
and also may be subject to the 30% branch profits tax in the case of a non-U.S.
stockholder that is a non-U.S. corporation. Storage USA plans to withhold U.S.
income tax at the rate of 30% on the gross amount of any such distribution paid
to a non-U.S. stockholder unless either:

. a lower treaty rate applies and the non-U.S. stockholder files the required
form evidencing eligibility for that reduced rate with Storage USA; or

. the non-U.S. stockholder files an IRS Form 4224 with Storage USA claiming
that the distribution is effectively connected income.

The U.S. Treasury Department has issued final regulations that modify the
manner in which Storage USA will comply with the withholding requirements.
Those regulations are effective for distributions made after December 31, 2000.

A non-U.S. stockholder will not incur tax on a distribution in excess of
Storage USA's current and accumulated earnings and profits if such distribution
does not exceed the adjusted basis of its common stock. Instead, such a
distribution will reduce the adjusted basis of such common stock. A non-U.S.
stockholder will be subject to tax on a distribution that exceeds both Storage
USA's current and accumulated earnings and profits and the adjusted basis of its
common stock, if the non-U.S. stockholder otherwise would be subject to tax on
gain from the sale or disposition of its common stock, as described below.
Because Storage USA generally cannot determine at the time it makes a
distribution whether or not the distribution will exceed its current and
accumulated earnings and profits, it normally will withhold tax on the entire
amount of any distribution at the same rate as it would withhold on a dividend.
However, a non-U.S. stockholder may obtain a refund of amounts that Storage USA
withholds if it later determines that a distribution in fact exceeded its
current and accumulated earnings and profits.

Storage USA must withhold 10% of any distribution that exceeds its current
and accumulated earnings and profits. Consequently, although it intends to
withhold at a rate of 30% on the entire amount of any distribution, to the
extent that it does not do so, it will withhold at a rate of 10% on any portion
of a distribution not subject to withholding at a rate of 30%.

For any year in which Storage USA qualifies as a REIT, a non-U.S.
Stockholder will incur tax on distributions that are attributable to gain from
its sale or exchange of "U.S. real property interests" under special provisions
of the federal income tax laws ("FIRPTA"). The term "U.S. real property
interests" includes certain interests in real property and stock in corporations
at least 50% of whose assets consists of interests in real property. Under
those rules, a non-U.S. stockholder is taxed on distributions attributable to
gain from sales of U.S. real

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<PAGE>

property interests as if such gain were effectively connected with a U.S.
business of the non-U.S. stockholder. A non-U.S. stockholder thus would be taxed
on such a distribution at the normal capital gain rates applicable to U.S.
stockholders, subject to applicable alternative minimum tax and a special
alternative minimum tax in the case of a nonresident alien individual. A
non-U.S. corporate stockholder not entitled to treaty relief or exemption also
may be subject to the 30% branch profits tax on such a distribution. Storage USA
must withhold 35% of any distribution that it could designate as a capital gain
dividend. A non-U.S. stockholder may receive a credit against its tax liability
for the amount Storage USA withholds.

A non-U.S. stockholder generally will not incur tax under FIRPTA as long as
at all times non-U.S. persons hold, directly or indirectly, less than 50% in
value of Storage USA's stock. We cannot assure you that that test will be met.
However, a non-U.S. stockholder that owned, actually or constructively, 5% or
less of the common stock at all times during a specified testing period will not
incur tax under FIRPTA if the common stock is "regularly traded" on an
established securities market. If the gain on the sale of the common stock were
taxed under FIRPTA, a non-U.S. stockholder would be taxed in the same manner as
U.S. stockholders with respect to such gain, subject to applicable alternative
minimum tax, a special alternative minimum tax in the case of nonresident alien
individuals, and the possible application of the 30% branch profits tax in the
case of non-U.S. corporations. Furthermore, a non-U.S. stockholder will incur
tax on gain not subject to FIRPTA if (1) the gain is effectively connected with
the non-U.S. stockholder's U.S. trade or business, in which case the non-U.S.
stockholder will be subject to the same treatment as U.S. stockholders with
respect to such gain, or (2) the non-U.S. stockholder is a nonresident alien
individual who was present in the U.S. for 183 days or more during the taxable
year and has a "tax home" in the United States, in which case the non-U.S.
stockholder will incur a 30% tax on his capital gains.

Other Tax Consequences

State and Local Taxes

Storage USA and/or you may be subject to state and local tax in various
states and localities, including those states and localities in which Storage
USA or you transact business, own property, or reside. The state and local tax
treatment in such jurisdictions may differ from the federal income tax treatment
described above. Consequently, you should consult your own tax advisor
regarding the effect of state and local tax laws upon an investment in the
common stock.

Tax Aspects of the Company's Investments in SUSA Partnership and Subsidiary
Partnerships

The following discussion summarizes certain federal income tax
considerations applicable to our direct or indirect investments in SUSA
Partnership and the Subsidiary Partnerships (each individually a "Partnership"
and, collectively, the "Partnerships"). The discussion does not cover state or
local tax laws or any federal tax laws other than income tax laws.

20
<PAGE>

Classification as Partnerships

Storage USA is entitled to include in its income its distributive share of
each Partnership's income and to deduct its distributive share of each
Partnership's losses only if the Partnerships are classified for federal income
tax purposes as partnerships rather than as corporations or associations taxable
as corporations. An organization will be classified as a partnership, rather
than as a corporation, for federal income tax purposes if it (1) is treated as a
partnership under Treasury regulations, effective January 1, 1997, relating to
entity classification (the "check-the-box regulations") and (2) is not a
"publicly traded" partnership.

Under the check-the-box regulations, an unincorporated entity with at least
two members may elect to be classified either as an association taxable as a
corporation or as a partnership. If such an entity fails to make an election,
it generally will be treated as a partnership for federal income tax purposes.
The federal income tax classification of an entity that was in existence prior
to January 1, 1997, such as the Partnerships, will be respected for all periods
prior to January 1, 1997 if:

. the entity had a reasonable basis for its claimed classification;

. the entity and all members of the entity recognized the federal tax
consequences of any changes in the entity's classification within the 60
months prior to January 1, 1997; and

. neither the entity nor any member of the entity was notified in writing by
a taxing authority on or before May 8, 1996 that the classification of the
entity was under examination.

Each Partnership reasonably claimed partnership classification under the
Treasury regulations relating to entity classification in effect prior to
January 1, 1997. In addition, the Partnerships intend to continue to be
classified as partnerships for federal income tax purposes and no Partnership
will elect to be treated as an association taxable as a corporation under the
check-the-box regulations.

A publicly traded partnership is a partnership whose interests are traded
on an established securities market or are readily tradable on a secondary
market or the substantial equivalent thereof. A publicly traded partnership
will not, however, be treated as a corporation for any taxable year if 90% or
more of the partnership's gross income for such year consists of certain
passive-type income, including real property rents, gains from the sale or other
disposition of real property, interest, and dividends (the "90% passive income
exception").

Treasury regulations (the "PTP regulations") provide limited safe harbors
from the definition of a publicly traded partnership. Pursuant to one of those
safe harbors (the "private placement exclusion"), interests in a partnership
will not be treated as readily tradable on a secondary market or the substantial
equivalent thereof if (1) all interests in the partnership were issued in a
transaction or transactions that were not required to be registered under the
Securities Act of 1933, as amended, and (2) the partnership does not have more
than 100 partners at any time during the partnership's taxable year. In
determining the number of partners in a partnership, a person owning an interest
in a partnership, grantor trust, or S corporation that owns

21
<PAGE>

an interest in the partnership is treated as a partner in such partnership only
if (1) substantially all of the value of the owner's interest in the entity is
attributable to the entity's direct or indirect interest in the partnership and
(2) a principal purpose of the use of the entity is to permit the partnership to
satisfy the 100-partner limitation. Each Partnership qualifies for the private
placement exclusion.

If a Partnership is considered a publicly traded partnership under the PTP
regulations because it is deemed to have more than 100 partners, such
Partnership should not be treated as a corporation because it should be eligible
for the 90% passive income exception. If, however, for any reason a
Partnership were taxable as a corporation, rather than as a partnership, for
federal income tax purposes, Storage USA would not be able to qualify as a REIT.
See "Federal Income Tax Consequences of Storage USA's Status as a REIT --
Requirements for Qualification -- Income Tests" and "-- Requirements for
Qualification -- Asset Tests." In addition, any change in a Partnership's
status for tax purposes might be treated as a taxable event, in which case
Storage USA might incur tax liability without any related cash distribution.
See "Federal Income Tax Consequences of Storage USA's Status as a REIT --
Requirements for Qualification -- Distribution Requirements." Further, items of
income and deduction of such Partnership would not pass through to its partners,
and its partners would be treated as stockholders for tax purposes.
Consequently, such Partnership would be required to pay income tax at corporate
tax rates on its net income, and distributions to its partners would constitute
dividends that would not be deductible in computing such Partnership's taxable
income.

Income Taxation of the Partnerships and their Partners

Partners, Not the Partnerships, Subject to Tax. A partnership is not a
taxable entity for federal income tax purposes. Rather, Storage USA is required
to take into account its allocable share of each Partnership's income, gains,
losses, deductions, and credits for any taxable year of such Partnership ending
within or with the taxable year of Storage USA, without regard to whether
Storage USA has received or will receive any distribution from such Partnership.

Partnership Allocations. Although a partnership agreement generally will
determine the allocation of income and losses among partners, such allocations
will be disregarded for tax purposes if they do not comply with the provisions
of the federal income tax laws governing partnership allocations. If an
allocation is not recognized for federal income tax purposes, the item subject
to the allocation will be reallocated in accordance with the partners' interests
in the partnership, which will be determined by taking into account all of the
facts and circumstances relating to the economic arrangement of the partners
with respect to such item. Each Partnership's allocations of taxable income,
gain, and loss are intended to comply with the requirements of the federal
income tax laws governing partnership allocations.

Tax Allocations With Respect to Contributed Properties. Income, gain,
loss, and deduction attributable to appreciated or depreciated property that is
contributed to a partnership in exchange for an interest in the partnership must
be allocated in a manner such that the contributing partner is charged with, or
benefits from, respectively, the unrealized gain or unrealized loss associated
with the property at the time of the contribution. The amount of such

22
<PAGE>

unrealized gain or unrealized loss is generally equal to the difference between
the fair market value of contributed property at the time of contribution, and
the adjusted tax basis of such property at the time of contribution (a "book-tax
difference"). Such allocations are solely for federal income tax purposes and
do not affect the book capital accounts or other economic or legal arrangements
among the partners. SUSA Partnership was formed by way of contributions of
appreciated property and has received contributions of appreciated property
since Storage USA's initial public offering. SUSA Partnership's partnership
agreement requires such allocations to be made in a manner consistent with the
federal income tax laws governing partnership allocations.

In general, the carryover basis of the facilities contributed by Storage
USA to SUSA Partnership will cause Storage USA to be allocated lower
depreciation and other deductions, and possibly amounts of taxable income, in
the event of a sale of such a facility, in excess of the economic or book income
allocated to it as a result of such sale. While this will tend to eliminate the
book-tax differences over the life of the Partnership, the federal income tax
laws governing partnership allocations do not always entirely rectify the book-
tax difference on an annual basis or with respect to a specific taxable
transaction such as a sale. Therefore, elimination of book-tax differences with
respect to the facilities contributed by Storage USA may cause Storage USA to
recognize taxable income in excess of its proportionate share of the cash
proceeds, which might adversely affect Storage USA's ability to comply with the
REIT distribution requirements. See "Federal Income Tax Consequences of Storage
USA's Status as a REIT -- Requirements for Qualification -- Distribution
Requirements."

Under SUSA Partnership's partnership agreement, depreciation or
amortization deductions of SUSA Partnership generally will be allocated among
the partners in accordance with their respective interests in SUSA Partnership,
except to the extent that SUSA Partnership is required under the federal income
tax laws governing partnership allocations to use a method for allocating tax
depreciation deductions attributable to contributed properties that results in
Storage USA receiving a disproportionate share of such deductions. In addition,
gain on sale of a facility that has been contributed, in whole or in part, to
SUSA Partnership will be specially allocated to the contributing partners to the
extent of any "built-in" gain with respect to such facility for federal income
tax purposes.

Basis in Partnership Interest. Storage USA's adjusted tax basis in its
partnership interest in SUSA Partnership generally is equal to (1) the amount of
cash and the basis of any other property contributed to SUSA Partnership by
Storage USA, (2) increased by (A) its allocable share of SUSA Partnership's
income and (B) its allocable share of indebtedness of SUSA Partnership, and (3)
reduced, but not below zero, by (A) Storage USA's allocable share of SUSA
Partnership's loss and (B) the amount of cash distributed to Storage USA, and by
constructive distributions resulting from a reduction in Storage USA's share of
indebtedness of SUSA Partnership.

If the allocation of Storage USA's distributive share of SUSA Partnership's
loss would reduce the adjusted tax basis of Storage USA's partnership interest
in SUSA Partnership below zero, the recognition of such loss will be deferred
until such time as the recognition of such loss

23
<PAGE>

would not reduce Storage USA's adjusted tax basis below zero. To the extent that
SUSA Partnership's distributions, or any decrease in Storage USA's share of the
indebtedness of SUSA Partnership, which is considered a constructive cash
distribution to the partners, would reduce Storage USA's adjusted tax basis
below zero, such distributions constitute taxable income to Storage USA. Such
distributions and constructive distributions normally will be characterized as
capital gain, and, if Storage USA's partnership interest in SUSA Partnership has
been held for longer than one year, the distributions and constructive
distributions will constitute long-term capital gain.

Sale of a Partnership's Property

Generally, any gain realized by a Partnership on the sale of property held
by the Partnership for more than one year will be long-term capital gain, except
for any portion of such gain that is treated as depreciation or cost recovery
recapture. Any gain recognized by a Partnership on the disposition of
contributed properties will be allocated first to the partners of the
Partnership to the extent of their "built-in gain" on those properties for
federal income tax purposes. The partners' "built-in gain" on the contributed
properties sold will equal the excess of the partners' proportionate share of
the book value of those properties over the partners' tax basis allocable to
those properties at the time of the sale. Any remaining gain recognized by the
Partnership on the disposition of the contributed properties, and any gain
recognized by the Partnership or the disposition of the other properties, will
be allocated among the partners in accordance with their respective percentage
interests in the Partnership.

Storage USA's share of any gain realized by a Partnership on the sale of
any property held by the Partnership as inventory or other property held
primarily for sale to customers in the ordinary course of the Partnership's
trade or business will be treated as income from a prohibited transaction that
is subject to a 100% penalty tax. Such prohibited transaction income also may
have an adverse effect upon Storage USA's ability to satisfy the income tests
for REIT status. See "Federal Income Tax Consequences of Storage USA's Status
as a REIT -- Requirements for Qualification -- Income Tests." Storage USA,
however, does not presently intend to allow any Partnership to acquire or hold
any property that represents inventory or other property held primarily for sale
to customers in the ordinary course of Storage USA's or such Partnership's trade
or business.

Taxable Subsidiaries

SUSA Partnership owns 100% of the nonvoting stock, and 5% of the voting
stock, of SUSA Management, Inc., representing in the aggregate a 99% economic
interest therein. In addition, SUSA Partnership owns 100% of the nonvoting
stock of Storage USA Franchise Corp. which represents a 97.5% economic interest
therein. By virtue of its ownership of SUSA Partnership, Storage USA is
considered to own its pro rata share of the stock of SUSA Management, Inc. and
Storage USA Franchise Corp. held by SUSA Partnership.

As noted above, for Storage USA to qualify as a REIT, Storage USA's
proportionate share of the value of the securities of each of SUSA Management,
Inc. and Storage USA Franchise Corp. may not exceed 5% of the total value of
Storage USA's assets. In addition,

24
<PAGE>

Storage USA's proportionate share of the equity securities of each of SUSA
Management, Inc. and Storage USA Franchise Corp. may not constitute more than
10% of the voting securities of such entity. Storage USA does not own, directly
or indirectly, more than 10% of the voting securities of SUSA Management, Inc.
or Storage USA Franchise Corp., and it believes that its proportionate share of
the value of the securities of each of SUSA Management, Inc. and Storage USA
Franchise Corp. does not exceed 5% of the total value of Storage USA's assets.
If the Internal Revenue Service were to challenge successfully those
determinations, however, Storage USA likely would fail to qualify as a REIT.

SUSA Management, Inc. and Storage USA Franchise Corp. are organized as
corporations and pay federal, state, and local income taxes on their taxable
income at normal corporate rates. Any such taxes reduce amounts available for
distribution by SUSA Management, Inc. and Storage USA Franchise Corp., which in
turn will reduce amounts available for distribution to Storage USA's
stockholders.

As described above, the Tax Bill allows Storage USA to own up to 100% of the
stock of taxable REIT subsidiaries ("TRSs"), which can perform activities
unrelated to Storage USA's tenants, such as third-party management, development,
and other independent business activities, as well as provide services to
Storage USA's tenants. Storage USA and its subsidiary must elect for the
subsidiary to be treated as a TRS. A corporation of which a TRS directly or
indirectly owns more than 35% of the voting power or value of the stock will
automatically be treated as a TRS. The Tax Bill limits the deductibility of
interest paid or accrued by a TRS to Storage USA to assure that the TRS is
subject to an appropriate level of corporate taxation. Further, the Tax Bill
imposes a 100% excise tax on transactions between a TRS and Storage USA or its
tenants that are not conducted on an arm's-length basis. The Tax Bill also
prevents Storage USA from owning more than 10% of the voting power or value of
--
the stock of a taxable subsidiary that is not treated as a TRS. Prior to the
Tax Bill, Storage USA only was prohibited from owning more than 10% of the
voting stock of a taxable subsidiary. Overall, no more than 20% of Storage
USA's assets can consist of securities of TRSs under the Tax Bill.

The TRS provisions of the Tax Bill will apply for taxable years beginning
after December 31, 2000. However, a taxable subsidiary in existence on July 12,
1999, such as SUSA Management, Inc. and Storage USA Franchise Corp., will be
grandfathered unless and until (1) it engages in a new line of business or
acquires a substantial new asset, other than in certain tax-free transactions or
pursuant to a binding contract in effect on July 12, 1999, or (2) Storage USA
acquires, directly or indirectly, additional stock in the taxable subsidiary,
other than in certain tax-free transactions or pursuant to a binding contract in
effect on July 12, 1999. Such existing taxable subsidiaries can be converted
into TRSs on a tax-free basis prior to January 1, 2004. Accordingly, SUSA
Management, Inc. and Storage USA Franchise Corp. will be grandfathered after the
Tax Bill unless and until either (1) they engage in a new line of business or
acquire a substantial new asset or (2) Storage USA acquires additional stock in
either such subsidiary (e.g., as a result of an increase in Storage USA's
- -
percentage interest in SUSA Partnership due to limited partners' exercise of
redemption rights). If SUSA Management, Inc. or Storage USA Franchise Corp.
were to acquire a substantial new asset or Storage USA were to acquire
additional stock in either such entity, such entity no longer would be
grandfathered and Storage

25
<PAGE>

USA would not be able to satisfy the provision in the Tax Bill that prevents
Storage USA from owning more than 10% of the voting power or value of the stock
--
of a taxable subsidiary that is not treated as a TRS.

USE OF PROCEEDS

Storage USA will not receive any proceeds from the sale of the common
stock.

THE SELLING SHAREHOLDERS

This prospectus relates to the offer and sale of up to a total of 73,228
shares of common stock by the Sellers or donees, pledgees, transferees or other
successors in interest.

SUSA Partnership issued units of partnership interest to the following
unitholders in connection with its acquisition of self-storage facilities:
Richard Crocker, 1,696 and 257 units on December 15, 1994 and July 1, 1995,
respectively, and Kurt O'Brien, 71,275 units on December 31, 1999. They may
choose to redeem any or all of those units, at Storage USA's option, for cash or
shares of our common stock. If either Richard Crocker or Kurt O'Brien chooses
to redeem his shares, and if Storage USA chooses to acquire the units in
exchange for shares of its common stock, rather than cash, they will receive one
share of our common stock for each unit redeemed. We agreed to register those
shares of common stock.

As of December 31, 1999, Messrs. Crocker and O'Brien owned 0 and 71,275
shares of our common stock, respectively. We do not know if, when or in what
amounts the Sellers will sell shares. Consequently, we cannot estimate how many
shares will be held by them after completion of the offering.

PLAN OF DISTRIBUTION

The Sellers, or their donees, pledgees, transferees or other successors in
interest, may sell the common stock in transactions on the NYSE or in privately
negotiated transactions, including transactions with exchange funds, through the
writing of options on the shares or a combination of such methods of sale, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Alternatively, the shares may be offered to or through underwriters,
brokers or dealers who may act solely as agents, or who may acquire shares as
principals. The distribution of the shares through such persons may be effected
in one or more transactions that may take place on the NYSE, including block
trades or ordinary broker's transactions, or through privately negotiated
transactions or sales to one or more brokers or dealers for resale of such
securities as principals, or otherwise at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. The Sellers may pay usual and customary or specifically negotiated
brokerage fees or commissions in connection with such sales. In connection with
such sales, the Sellers and any participating brokers or dealers may be deemed
"underwriters" as such term is defined in the Securities Act and the commissions
paid or discounts allowed to any of such underwriters, brokers, dealers or
agents, in addition to any profits received on resale of the shares if any such
underwriters, brokers, dealers or

26
<PAGE>

agents should purchase any shares as a principal, may be deemed to be
underwriting discounts or commissions under the Securities Act.

Storage USA has agreed to pay the expenses of registering all of the shares
of common stock offered hereby under the Securities Act, including all
registration, filing and exchange listing fees, blue sky expenses, fees of its
own counsel and accountants, and underwriters' fees customarily paid by issuers
(excluding underwriting discounts, commissions and transfer taxes).

LEGAL OPINIONS

Hunton & Williams, Richmond, Virginia, has delivered to Storage USA a legal
opinion as to the validity of the common stock covered by this prospectus.

EXPERTS

The consolidated balance sheets of Storage USA, Inc. as of December 31,
1999 and 1998, the consolidated statements of operations, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1999, and the financial statement schedule of Storage USA as of December 31,
1999 have been incorporated herein in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

27
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The estimated expenses in connection with the offering are as follows:

Securities and Exchange Commission registration fee $ 605.00
Legal fees 3,000.00
Accounting fees and expenses 2,000.00
---------
TOTAL $5,605.00

Item 15. Indemnification of Officers and Directors.

Storage USA'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 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 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.

Any indemnification by Storage USA pursuant to the provisions of the
Charter described above shall be paid out of the assets of Storage USA 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 Securities and
Exchange Commission such indemnification is contrary to public policy and,
therefore, unenforceable. Storage USA 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. Storage USA's Charter
contains a provision eliminating the personal liability of its directors or
officers to Storage USA or its shareholders for money damages to the maximum
extent permitted by Tennessee law from time to time.

II-1
<PAGE>

The Second Amended and Restated Agreement of Limited Partnership of SUSA
Partnership 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
SUSA Partnership unless it is established that (i) the act or omission of the
Indemnitee was material and either was committed in bad faith or pursuant to
active and deliberate dishonesty, (ii) the Indemnitee actually received an
improper personal benefit in money, property or services, or (iii) in the case
of any criminal proceeding, the Indemnitee had reasonable cause to believe that
the act or omission was unlawful. For this purpose, the term "Indemnitee"
includes any person made a party to a proceeding by reason of his status as a
director or officer of SUSA Partnership, SUSA Management, Inc. or Storage USA,
and such other persons (including affiliates of Storage USA or SUSA Partnership)
as Storage USA, may designate from time to time in its discretion. Any such
indemnification will be made only out of assets of SUSA Partnership, and in no
event may an Indemnitee subject the limited partners of SUSA 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, SUSA Partnership has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and, therefore, unenforceable. SUSA Partnership has purchased liability
insurance for the purpose of providing a source of funds to pay the
indemnification described above.

Item 16. Exhibits.

4.1* Form of Common Stock Certificate

4.2** Amended Charter of Storage USA

4.3*** Articles of Amendment to the Amended Charter of Storage USA, Inc.,
designating and fixing the rights and preferences of the 8 7/8% Series
A Cumulative Redeemable Preferred Stock, as filed with the Secretary of
State of the State of Tennessee on November 12, 1998.

4.4* Restated and Amended Bylaws of Storage USA

5 Opinion of Hunton & Williams

8 Tax Opinion of Hunton & Williams

23.1 Consent of Hunton & Williams (included in Exhibits 5 and 8)

23.2 Consent of PricewaterhouseCoopers LLP

_______________________
* Filed as an Exhibit to Storage USA's Registration Statement on Form
S-11, File No. 33-74072, as amended, and incorporated by reference
herein.

II-2
<PAGE>

** Filed as an Exhibit to Storage USA's Amendment No. 1 to Registration
Statement on Form S-3, File No. 333-4556, and incorporated by reference
herein.

*** Filed as an Exhibit to Storage USA's current report on Form 8-K, filed
with the Commission on November 20, 1998, and incorporated by reference
herein.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 the 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 and 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 to such information in the registration statement; provided,
however, that the undertakings set forth in subparagraphs (i) and (ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby further 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 Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this 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

II-3
<PAGE>

offering thereof; and 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 foregoing provisions or
otherwise, the registrant has been advised that the in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 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 against the registrant 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 Act and will be governed by the final adjudication of such
issue.

The undersigned registrant further hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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-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-3 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 24th day of
April, 2000.

STORAGE USA, INC.

By: /s/ John W. McConomy
----------------------------
John W. McConomy
Secretary

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 April 24, 2000. Each of the undersigned officers and
directors of the registrant hereby constitutes Christopher P. Marr and John W.
McConomy, either of whom may act as his/her true and lawful attorneys-in-fact
with full power to sign for him/her and in his/her 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/her
name and behalf in his/her 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.

Signature Title & Capacity
--------- ----------------
Chairman of the Board, Chief Executive
Officer and Director
/s/ Dean Jernigan (Principal Executive Officer)
- ---------------------------------
Dean Jernigan

Chief Financial Officer
/s/ Christopher P. Marr (Principal Financial and Accounting Officer)
- ---------------------------------
Christopher P. Marr

/s/ C. Ronald Blankenship Director
- ---------------------------------
C. Ronald Blankenship

/s/ Howard P. Colhoun Director
- ---------------------------------
Howard P. Colhoun

<PAGE>

/s/ Alan B. Graf, Jr. Director
- ---------------------------------
Alan B. Graf, Jr.

/s/ Mark Jorgensen Director
- ---------------------------------
Mark Jorgensen

/s/ John P. McCann Director
- ---------------------------------
John P. McCann

/s/ Caroline S. McBride Director
- ---------------------------------
Caroline S. McBride

/s/ William D. Sanders Director
- ---------------------------------
William D. Sanders

/s/ Harry J. Thie Director
- ---------------------------------
Harry J. Thie
<PAGE>

EXHIBIT INDEX

Exhibit
- -------
Number Exhibit
- ------- -------

4.1* Form of Common Stock Certificate

4.2** Amended Charter of Storage USA

4.3*** Articles of Amendment to the Amended Charter of Storage USA, Inc.,
designating and fixing the rights and preferences of the 8 7/8%
Series A Cumulative Redeemable Preferred Stock, as filed with the
Secretary of State of the State of Tennessee on November 12, 1998.

4.4* Restated and Amended Bylaws of Storage USA

5 Opinion of Hunton & Williams

8 Tax Opinion of Hunton & Williams

23.1 Consent of Hunton & Williams (included in Exhibits 5 and 8)

23.2 Consent of PricewaterhouseCoopers LLP

________________
* Filed as an Exhibit to Storage USA's Registration Statement on Form S-11,
File No. 33-74072, as amended, and incorporated by reference herein.

** Filed as an Exhibit to Storage USA's Amendment No. 1 to Registration
Statement on Form S-3, File No. 333-4556, and incorporated by reference
herein.

*** Filed as an Exhibit to Storage USA's current report on Form 8-K, filed with
the Commission on November 20, 1998, and incorporated by reference herein.

<PAGE>

Exhibit 5
---------

April 25, 2000

Board of Directors
Storage USA, Inc.
165 Madison Avenue, Suite 1300
Memphis, Tennessee 38103

Registration Statement on Form S-3
----------------------------------
Storage USA, Inc.
-----------------

Ladies and Gentlemen:

We are counsel for Storage USA, Inc. (the "Company") in connection with its
registration under the Securities Act of 1933 of 73,228 shares of its common
stock (the "Shares") that are proposed to be offered and sold by certain selling
shareholders as described in the Company's Registration Statement on Form S-3
(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 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 and reference to our firm under the
heading "Legal Opinions" in the Registration Statement.

Very truly yours,

/s/ Hunton & Williams

<PAGE>

Exhibit 8
---------

April 25, 2000

Storage USA, Inc.
165 Madison Avenue, Suite 1300
Memphis, Tennessee 38103

Storage USA, Inc.
-----------------
Qualification as Real Estate Investment Trust
---------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Storage USA, Inc., a Tennessee corporation (the
"Company"), in connection with the preparation of a Form S-3 registration
statement filed with the Securities and Exchange Commission ("SEC") on April 25,
2000 (the "Registration Statement") with respect to the offer and sale from time
to time in open-market or privately-negotiated transactions that may involve
underwriters or brokers of up to 73,228 shares (the "Secondary Shares") of the
common stock, par value $0.01 per share, of the Company (the "Common Stock") by
selling shareholders named in the prospectus contained as a part of the
Registration Statement (the "Prospectus"). You have requested our opinion
regarding certain U.S. federal income tax matters.

The Company, through SUSA Partnership, L.P., a Tennessee limited
partnership (the "Operating Partnership"), owns interests in self-storage
facilities directly and through various subsidiary partnerships and limited
liability companies (the "Subsidiary Entities"). The Operating Partnership also
owns 100% of the nonvoting stock, and 5% of the voting stock, of SUSA
Management, Inc., a Tennessee corporation ("Management"), representing 99% of
the economic interests in Management. In addition, the Operating Partnership
owns 100% of the nonvoting stock of Storage USA Franchise Corp., a Tennessee
corporation ("Franchise"), representing 97.5% of the equity interests in
Franchise.

In giving the opinions set forth below, we have examined the following:

1. the Company's Charter, as amended and restated;

2. the Company's Bylaws;

3. the Prospectus;

4. the Second Amended and Restated Agreement of Limited Partnership
of the Operating Partnership, dated as of September 21, 1994, among the Company,
as general
<PAGE>

partner, and several limited partners, as amended on March 19, 1996, June 14,
1996, August 14, 1996, and November 12, 1998 (the "Operating Partnership
Agreement");

5. the governing documents of the Subsidiary Entities; and

6. such other documents as we have deemed necessary or appropriate
for purposes of this opinion.

In connection with the opinions rendered below, we have assumed generally
that:

1. Each of the documents referred to above has been duly authorized,
executed, and delivered; is authentic, if an original, or is accurate, if a
copy; and has not been amended.

2. Each partner or member (each, a "Partner") of the Operating
Partnership and the Subsidiary Entities (together with the Operating
Partnership, the "Partnerships") that is a corporation or other entity has a
valid legal existence.

3. Each Partner has full power, authority, and legal right to enter
into and to perform the terms of the Operating Partnership Agreement and the
governing documents of the Subsidiary Entities (together with the Operating
Partnership Agreement, the "Partnership Agreements"), and the transactions
contemplated thereby.

4. Each Partnership operates in accordance with the governing law of
the state in which it was formed and the Partnership Agreement pursuant to which
it was formed.

5. Each Partnership Agreement has remained in substantially the same
form as it was upon the most recent amendment and restatement thereof, and has
not been amended in any material respect (except upon the substitution of
partners in accordance with the terms of such Partnership Agreement).

6. During its taxable year ending December 31, 2000, and subsequent
taxable years, the Company has operated and will continue to operate in such a
manner that makes and will continue to make the representations contained in a
certificate, dated April 24, 2000 and executed by a duly appointed officer of
the Company (the "Officer's Certificate"), true for such years.

7. The Company will not make any amendments to its organizational
documents or the organizational documents of Storage USA Trust, a wholly-owned
subsidiary of the Company (the "Trust"), SUSA Finance Corp., a wholly-owned
subsidiary of the Company ("Finance"), the Operating Partnership, the
Subsidiary Entities, Management, or Franchise after the date of this opinion
that would affect its qualification as a real estate investment trust ("REIT")
for any taxable year.

<PAGE>

8. No action will be taken by the Company, the Trust, Finance, the
Operating Partnership, the Subsidiary Entities, the Partners, Management, or
Franchise after the date hereof that would have the effect of altering the facts
upon which the opinions set forth below are based.

In connection with the opinions rendered below, we also have relied upon
the correctness of the representations contained in the Officer's Certificate.

Based on the factual matters in the documents and assumptions set forth
above, the representations set forth in the Officer's Certificate, the
discussions in the Prospectus under the caption "Federal Income Tax Consequences
of Storage USA's Status as a REIT" (which are incorporated herein by reference),
and without further investigation as to such factual matters, we are of the
opinion that:

(a) the Company qualified to be taxed as a REIT pursuant to sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the "Code"),
for its taxable years ended December 31, 1995 through December 31, 1999,
and the Company's organization and current and proposed method of operation
will enable it to continue to qualify as a REIT for its taxable year ending
December 31, 2000, and in the future; and

(b) the descriptions of the law contained in the Prospectus under the
caption "Federal Income Tax Consequences of Storage USA's Status as a REIT"
are correct in all material respects, and the discussions thereunder fairly
summarize the federal income tax considerations that are likely to be
material to a holder of the Secondary Shares.

We have performed no due diligence and have made no efforts to verify the
accuracy and genuineness of the documents and assumptions set forth above, or
the representations set forth in the Officer's Certificate. We will not review
on a continuing basis the Company's compliance with the documents or assumptions
set forth above, or the representations set forth in the Officer's Certificate.
Accordingly, no assurance can be given that the actual results of the Company's
operations for its 2000 and subsequent taxable years will satisfy the
requirements for qualification and taxation as a REIT.

The foregoing opinions are based on current provisions of the Code and the
Treasury regulations thereunder (the "Regulations"), published administrative
interpretations thereof, and published court decisions. The Internal Revenue
Service has not issued Regulations or administrative interpretations with
respect to various provisions of the Code relating to REIT qualification. No
assurance can be given that the law will not change in a way that will prevent
the Company from qualifying as a REIT.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder by
the SEC.
<PAGE>

The foregoing opinions are limited to the U.S. federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any other
country, or any state or locality. We undertake no obligation to update the
opinions expressed herein after the date of this letter. This opinion letter is
solely for the information and use of the addressee and the holders of Secondary
Shares, and it may not be distributed, relied upon for any purpose by any other
person, quoted in whole or in part or otherwise reproduced in any document, or
filed with any governmental agency without our express written consent.

Very truly yours,

/s/ Hunton & Williams

<PAGE>

Exhibit 23.2
------------

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 26, 2000, relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders of
Storage USA, Inc. (the "Company"), which is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999. We
also consent to the incorporation by reference of our report dated January 26,
2000, relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.

We also consent to the reference to us made under the heading "Experts" in
such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Memphis, Tennessee
April 19, 2000