<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
[X] Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box: [_]Confidential,for Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_]Preliminary Proxy Statement
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
STORAGE USA, INC.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
[LOGO OF STORAGE USA]
STORAGE USA, INC.
Suite 1300
165 Madison Ave.
Memphis, TN 38103
March 31, 2000
Dear Storage USA, Inc. Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Storage USA, Inc. ("Storage USA") to be held on May 3, 2000, at 4:30 p.m.
local time, at 165 Madison Avenue, Memphis, Tennessee 38103. The Annual
Meeting will be held in the auditorium on the lower level. The business to be
conducted at the meeting is set forth in the formal notice that follows.
We rely upon all shareholders to execute and return their proxies in order
to avoid costly proxy solicitation. Therefore, in order to save Storage USA
the unnecessary expense of further proxy solicitation, I ask that you promptly
sign and return the enclosed proxy card in the envelope provided. If you
attend the Annual Meeting, you may withdraw your proxy at the meeting and vote
your shares in person.
I look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Dean Jernigan
Dean Jernigan
Chairman of the Board, Chief
Executive Officer and President
<PAGE>
[LOGO OF STORAGE USA]
STORAGE USA, INC.
Suite 1300
165 Madison Avenue
Memphis, Tennessee 38103
(901) 252-2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 3, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Storage
USA, Inc., a Tennessee corporation, will be held on May 3, 2000, at 4:30 p.m.
local time, at 165 Madison Avenue, Memphis, Tennessee 38103, in the lower-level
auditorium, for the following purposes:
1. To elect nine directors (Proposal 1);
2. To ratify the selection of the auditors for the fiscal year ending
December 31, 2000 (Proposal 2);
3. To approve an amendment to Storage USA's 1995 Employee Stock Purchase
and Loan Plan (the "Plan") increasing the number of shares available
under the Plan from 750,000 to 1,250,000 (Proposal 3); and
4. To transact such other business as may properly come before the meeting
and any adjournments thereof.
Pursuant to the bylaws of Storage USA, its Board of Directors has fixed the
close of business on March 24, 2000, as the record date for the determination
of shareholders of Storage USA entitled to notice of and to vote at the Annual
Meeting. Therefore, only record holders of Storage USA Common Stock at the
close of business on that date are entitled to notice of and to vote shares
held on the record date at the Annual Meeting and any adjournments thereof.
As you review the Proxy Statement, you will notice that it has been
simplified and is easier to understand. The Securities and Exchange Commission
is encouraging companies to adopt "plain English" to facilitate better
communication between companies and their shareholders. We are committed to
communicating with you clearly and effectively.
We urge you to review carefully the enclosed materials. Your vote is
important. All shareholders are urged to attend the meeting in person or by
proxy. If you receive more than one proxy card because your shares are
registered in different names or at different addresses, please indicate your
vote, sign, date and return each proxy card so that all of your shares will be
represented at the Annual Meeting.
By Order of the Board of Directors
John W. McConomy
Executive Vice President, General
Counsel and Secretary
Memphis, Tennessee
March 31, 2000
IT IS IMPORTANT THAT ALL PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE INDICATE YOUR VOTE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS
VOTED, INCLUDING BY VOTING AT THE MEETING.
<PAGE>
STORAGE USA, INC.
Suite 1300
165 Madison Avenue
Memphis, Tennessee 38103
(901) 252-2000
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
May 3, 2000
This Proxy Statement contains information regarding the 2000 Annual Meeting
of shareholders of Storage USA, Inc. The Annual Meeting will be held on
Wednesday, May 3, 2000, beginning at 4:30p.m. local time, at 165 Madison Avenue,
Memphis, TN 38103, in the auditorium on the lower level. Voting material for the
Annual Meeting, which includes this Proxy Statement, the enclosed proxy card and
our 1999 Annual Report, will be mailed to our shareholders on or about March 31,
2000.
ABOUT THE ANNUAL MEETING
Why am I Receiving this Proxy Statement and Proxy Card?
You are receiving a Proxy Statement and proxy card because you own shares
of common stock in Storage USA. This Proxy Statement describes the issues on
which we would like you, as a shareholder, to vote. It also gives you
information on these issues so that you can make an informed decision.
When you sign the proxy card, you appoint Dean Jernigan and Christopher P.
Marr as your representatives at the meeting. Mr. Jernigan and Mr. Marr will
vote your shares as you have instructed them on the proxy card at the Annual
Meeting. This way, your shares will be voted whether or not you attend the
Annual Meeting. Even if you plan to attend the meeting, it is a good idea to
complete, sign and return your proxy card in advance of the meeting just in
case your plans change.
If an issue comes up for vote at the Annual Meeting that is not on the
proxy card, Mr. Jernigan and Mr. Marr will vote your shares, under your proxy,
in accordance with their best judgment.
Who is Soliciting this Proxy?
The proxy card enclosed with this Proxy Statement is being solicited by the
Storage USA Board of Directors.
What is the Purpose of the Annual Meeting?
At the Annual Meeting, shareholders will act on the matters outlined in the
accompanying Notice of Meeting. These matters include:
. the election of all nine of Storage USA's directors;
. the ratification of the appointment of Storage USA's independent
accountants; and
. the amendment of Storage USA's 1995 Employee Stock Purchase and Loan
Plan to increase the number of shares available to be purchased under it
from 750,000 to 1,250,000.
1
<PAGE>
Who is Entitled to Vote?
Only shareholders of record at the close of business on the record date,
March 24, 2000, are entitled to receive notice of the Annual Meeting and to
vote the shares of Common Stock that they held on that date at the meeting, or
any postponement or adjournment of the Annual Meeting. At the close of business
on the record date, [ ] shares of Storage USA's Common Stock were outstanding
and entitled to vote at the Annual Meeting.
How Many Votes Does Each Share of Common Stock Entitle its Holder to Cast?
Each share of Storage USA Common Stock is entitled to one vote per share at
the Annual Meeting.
Who Can Attend the Annual Meeting?
Only shareholders as of the record date, or their duly appointed proxies,
may attend the Annual Meeting. Registration and seating will begin at 4:00 p.m.
Each shareholder may be asked to present valid picture identification, such as
a driver's license or passport. Cameras, recording devices and other electronic
devices will not be permitted at the Annual Meeting.
Please note that if you hold your shares in "street name" (that is, through
a broker or other nominee), you must bring a copy of a brokerage statement
reflecting your stock ownership as of the record date and check in at the
registration desk at the meeting.
How Many Votes Do We Need to Hold the Meeting?
In order to conduct business at the meeting, the Storage USA Bylaws require
the presence in person or by proxy of shareholders entitled to cast a majority
of all the votes entitled to be cast on the matters to be presented at the
Annual Meeting. This is called a "quorum". Proxy cards received by us but
marked "ABSTAIN" will be included in the calculation of the number of shares
considered to be present at the meeting; but shares held by a broker that are
not voted on any matter will not be included in the calculations of whether a
quorum is present.
How Do I Vote?
You May Vote by Mail. You do this by signing your proxy card and mailing it
in the enclosed, prepaid and addressed envelope. If you mark your voting
instructions on the proxy card, your shares will be voted as you instruct. If
you return a signed card but do not provide voting instructions, your shares
will be voted:
. for the nine named nominees for director;
. for the ratification of the appointment of PricewaterhouseCoopers LLP as
our independent accountants; and
. for the amendment to the 1995 Employee Stock Purchase and Loan Plan
increasing the number of shares available for purchase under the Plan
from 750,000 to 1,250,000.
You May Vote in Person at the Meeting. Written ballots will be passed out to
anyone who wants to vote at the meeting. If you hold your shares in "street
name" (through a broker or other nominee), you must request a legal proxy from
your stockbroker to vote at the meeting.
2
<PAGE>
Can I Change My Vote After I Return My Proxy Card?
Yes. Even after you have submitted your proxy card, you may change your vote
at any time before the proxy is exercised at the Annual Meeting by Messrs.
Jernigan and Marr by filing with John W. McConomy, the Secretary of Storage
USA, either a notice of revocation or an executed proxy card with a later date
than the one you previously submitted. Mr. McConomy can be reached at Storage
USA's offices, 165 Madison Avenue, Memphis, TN 38103, (901) 252-2000. The
powers of Messrs. Jernigan and Marr as proxy holders will not be suspended if
you attend the Annual Meeting in person, since attendance at the Annual Meeting
will not by itself revoke a previously granted proxy.
What If I Wish to Abstain?
If you wish to abstain, you may do so by specifying that your vote in any
matter be withheld in the manner provided in the enclosed proxy card.
What If I Wish to Revoke My Proxy?
Your proxy may be revoked at any time prior to voting by notifying Mr.
Jernigan or Mr. Marr in writing at 165 Madison Avenue, Suite 1300, Memphis, TN
38103, ATTN: Corporate Secretary. You can also revoke your proxy at the Annual
Meeting on a form which we will provide at the meeting, or you can appear in
person at the Annual Meeting and vote, in person, the shares to which your
proxy relates.
Will My Shares Be Voted If I Do Not Sign and Return My Proxy Card?
If your shares are held in street name, your brokerage firm may vote your
shares under certain circumstances. These circumstances include certain
"routine" matters, such as the election of directors. Therefore, if you do not
vote your proxy, your brokerage firm may either vote your shares on routine
matters or leave your shares unvoted. When a brokerage firm votes its
customers' unvoted shares on routine matters, these shares are counted for
purposes of establishing a quorum to conduct business at the meeting.
A brokerage firm cannot vote customers' shares on non-routine matters.
Therefore, if your shares are held in street name and you do not vote your
proxy, your shares will not be voted on non-routine matters and will not be
counted in determining the number of shares necessary for approval. Shares
represented by such "broker non-votes" will not be counted in determining
whether there is a quorum. The matters presented at the Annual Meeting are all
"routine."
What Are The Board's Recommendations?
Unless you give other instructions on your proxy card, Messrs. Jernigan and
Marr will vote in accordance with the recommendations of the Board of
Directors. The Board's recommendations are set forth together with the
description of each item in this Proxy Statement. In summary, the Board
recommends a vote:
. for election of the nominated slate of nine directors (which constitutes
the entire Storage USA Board of Directors) (see page 4);
. for ratification of the appointment of PricewaterhouseCoopers LLP as
Storage USA's independent accountants (see page 7); and
. for approval of an amendment to Storage USA's 1995 Employee Stock
Purchase and Loan Plan increasing the number of shares available for
purchase under the Plan from 750,000 to 1,250,000 (see page 8).
3
<PAGE>
With respect to any other matter that properly comes before the meeting, the
proxy holders will vote in their own discretion.
What Vote Is Required to Approve Each Item?
Election of Directors. The affirmative vote of a plurality of the votes cast
at the Annual Meeting is required for the election of directors. "Plurality"
means that the individuals who receive the largest number of votes cast are
elected as directors. Consequently, shares that are not voted, whether by
marking "ABSTAIN" on your proxy card, or held by a broker and are not voted,
have no impact on the election of directors. Unless a properly executed proxy
card is marked "WITHHOLD AUTHORITY," the proxy given will be voted "FOR" the
nine nominees for director.
Ratification of the Appointment of the Auditors. The affirmative vote of a
majority of the votes cast at the Annual Meeting is required for ratification
of the appointment of Storage USA's auditors. A properly executed proxy card
marked "ABSTAIN" with respect to the ratification of the appointment of the
auditors will not be voted. Accordingly, abstentions will not be counted on the
vote concerning this proposal. Abstentions and shares not voted by brokers will
have no impact on the ratification of the appointment of the auditors.
Approval of the Amendment to Storage USA's 1995 Employee Stock Purchase and
Loan Plan. The affirmative vote of a majority of the votes cast is required for
approval of the amendment increasing the number of shares available for
purchase under the Plan. A properly executed proxy card marked "ABSTAIN" with
respect to the ratification of the appointment of the auditors will not be
voted. Accordingly, abstentions will not be counted on the vote concerning this
proposal. Abstentions and shares not voted by brokers will have no impact on
approval of the amendment.
PROPOSAL TO ELECT NINE DIRECTORS
(PROPOSAL 1)
ELECTION OF DIRECTORS
How Many Directors Are To Be Elected and How Long Will Each Person Serve?
At the Annual Meeting, nine directors (all of Storage USA's directors) are
to be elected, each to hold office until the next Annual Meeting of
Shareholders and until his or her successor is duly elected and qualified,
except in the event of death, resignation or removal.
If I Deliver My Proxy, for Whom Will My Shares Be Voted?
Unless otherwise specified, your proxy will be voted "FOR" the election of
the nominees listed below, except that in the event any of those named should
not continue to be available for election, discretionary authority may be
exercised to vote for a substitute. However, Storage USA knows of no
circumstances that would make any nominee named herein unavailable. All of the
nominees are now members of the Board of Directors, and were elected at the
1999 Annual Meeting of Shareholders.
4
<PAGE>
What Is the Background of the Nominees?
<TABLE>
<CAPTION>
Present Principal Occupation or
Name Age Employment and Five-Year Employment History
---- --- -------------------------------------------
<C> <C> <S>
C. Ronald Blankenship(1).... 50 Director since November 5, 1997. Mr.
Blankenship has been a Director and Vice
Chairman and Chief Operating Officer of
Security Capital Group Incorporated since
March 1991, and Advisory Trustee of Archstone
Communities Trust since 1991.
Howard P. Colhoun(2)(3)(4).. 64 Director since March 23, 1994. Mr. Colhoun
has been General Partner of Emerging Growth
Partners, Baltimore, Maryland, a venture
capital/small public company investment
partnership, since 1982.
Alan B. Graf, Jr.(1)(2)(4).. 46 Director since August 6, 1997. Mr. Graf has
been Executive Vice President & Chief
Financial Officer of FDX Corporation and
Federal Express Corp. since 1998. Mr. Graf
was Sr. Vice President & Chief Financial
Officer of Federal Express Corporation from
1991 to 1998. Mr. Graf is also a director of
Kimball International, Inc.
Dean Jernigan............... 54 Director and Board Chairman since 1985. Mr.
Jernigan has been the Chief Executive Officer
of Storage USA since its inception in 1985
and has been President since May, 1998. Mr.
Jernigan has, since 1999, been a Director of
Thomas & Betts, Inc.
Mark Jorgensen(3)(4)........ 59 Director since January 25, 1995. Mr.
Jorgensen is a private real estate investor
and serves as a real estate consultant to the
pension fund industry.
Caroline S. McBride......... 46 Director since May 7, 1997. Ms. McBride has
been the Managing Director of the Capital
Division of Security Capital Investment
Research Incorporated since June 1996. From
January 1995 to June 1996, Ms. McBride was
the director of private market investments
for the IBM Retirement Fund. Ms. McBride is
also a director of CarrAmerica Realty Corp.
John P. McCann(1)(4)........ 55 Director since March 23, 1994. Mr. McCann
has, since 1978, been the Chief Executive
Officer and a Director of United Dominion
Realty Trust, Inc., Richmond, Virginia and
since 1997 has been a Director of Land
America Financial Group, Inc.
William D. Sanders(3)....... 58 Director since November 6, 1996. Mr. Sanders
has, since 1990, been Chairman of the Board
and Chief Executive Officer of Security
Capital Group Incorporated. Mr. Sanders is
also a Director of Regency Realty
Corporation, Carr America Realty Corp. and
Security Capital U.S. Realty, an affiliate of
Storage USA.
Harry J. Thie(1)(2)(4)...... 57 Director since March 23, 1994. Mr. Thie has
been a senior researcher with the RAND
Corporation, a non-profit research institute,
since 1991.
</TABLE>
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(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Corporate Governance Committee
(4) Independent Director, as defined in Section 8.3 of Storage USA's Charter;
which provides, among other qualifications, that an Independent Director
is someone other than a person who is an officer or employee of Storage
USA or an officer, director or employee of any entity that owns,
beneficially, directly or indirectly, five percent or more of Storage
USA's common stock.
5
<PAGE>
BOARD ACTIVITY
How Often Does the Board Meet and How Often Did It Meet in 1999?
Regular meetings of the Board are held quarterly. The Board had two
additional special meetings during 1999. All of the Directors attended at least
75% of the aggregate number of meetings of the Board and committees of the
Board during the period in which they served in 1999.
What Committees Has the Board Established?
Audit Committee
The Audit Committee, which met four times in 1999, consists of Messrs. Graf,
Thie and Colhoun, each an Independent Director. Mr. Graf serves as Chairman.
The Audit Committee makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the plans and results of the audit engagement, approves professional services
provided by the independent public accountants, reviews the independence of the
independent public accountants, considers the range of audit and non-audit fees
and reviews the adequacy of Storage USA's internal accounting controls.
Compensation Committee
The Compensation Committee, which met five times in 1999, consists of three
Independent Directors (Messrs. Thie, Graf, and McCann) and Mr. Blankenship. Mr.
Thie serves as Chairman. The Compensation Committee determines compensation for
Storage USA's Chief Executive Officer and President, reviews and approves
Storage USA's benefit plans and the compensation of the other executive
officers and administers the 1993 Omnibus Stock Plan, 1995 Employee Stock
Purchase and Loan Plan and other executive officer benefit plans.
Compensation Committee Interlocks and Insider Participation
Mr. Blankenship, a member of the Compensation Committee, is the Vice
Chairman and Chief Operating Officer of Security Capital Group, Incorporated.
Storage USA paid its affiliates a total of $3,857,474 in 1999 for the services
outlined under the heading "Transactions with Management and Others; Certain
Business Relationships" on page 23 of this Proxy Statement.
Governance Committee
The Governance Committee, which met two times in 1999, is comprised of two
Independent Directors (Messrs. Jorgensen and Colhoun) and Mr. Sanders. Mr.
Jorgensen serves as Chairman. The Governance Committee evaluates Storage USA's
corporate governance policies and procedures and monitors related matters of
current concern to investors and the Board of Directors.
Which Nominees Are Nominated As a Result of an Agreement Between Such Nominee
and Another Person?
Ms. McBride and Messrs. Blankenship and Sanders are not Independent
Directors and have been nominated for election as directors by Security Capital
U.S. Realty ("SC-USREALTY") pursuant to the terms of the Strategic Alliance
Agreement, dated March 19, 1996, among Storage USA, SUSA Partnership, L.P.,
Security Capital Holdings S.A. and SC-USREALTY, as amended. The Strategic
Alliance Agreement generally
6
<PAGE>
provides that SC-USREALTY may nominate a number of directors proportionate to
its ownership of Storage USA's Common Stock, but not fewer than two, for so
long as it owns at least 20% of Storage USA's Common Stock. The Strategic
Alliance Agreement also provides that SC-USREALTY is required to vote its
shares of Storage USA Common Stock in accordance with the recommendation of
Storage USA's Board of Directors or proportionally in accordance with the vote
of the other holders of Storage USA Common Stock, except with respect to the
election of its nominees to Storage USA's Board (as to which SC-USREALTY can
vote its shares in its sole discretion) and with respect to any amendment to
Storage USA's Charter or Bylaws that would reasonably be expected to materially
adversely affect SC-USREALTY and certain extraordinary matters. Consequently,
SC-USREALTY must vote its shares of Storage USA Common Stock at the Annual
Meeting for the Board of Directors' nominees (other than SC-USREALTY's
representatives) or vote proportionally for such nominees in accordance with
the vote of the other shareholders.
How Are Directors Compensated?
Directors who are not employees of Storage USA (that is, each Director other
than Mr. Jernigan) are paid an annual fee of $20,000, which is paid in Storage
USA's Common Stock under the 1993 Omnibus Stock Plan, plus $1,500 cash for each
Board meeting attended, and $350 cash for each teleconference meeting attended.
Committee chairpersons are paid an additional $5,000 in cash per year. In
addition, non-employee Directors are reimbursed for expenses incurred in
connection with their activities on Storage USA's behalf.
Each non-employee Director who is serving on the date of the last regularly
scheduled quarterly meeting each year receives a grant of options under Storage
USA's 1993 Omnibus Stock Plan to purchase 2,000 shares of Storage USA's Common
Stock at a price equal to the closing stock price per share on the day of our
third quarter earnings release. The options vest on the date of the grant.
Directors who are Storage USA employees (that is, Mr. Jernigan) are not paid
any directors' fees, either in stock or in cash.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE TO
ELECT EACH OF THE NOMINEES AS DIRECTORS.
PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 2)
Who Are Storage USA's Auditors?
Storage USA has engaged PricewaterhouseCoopers LLP as its independent public
accountants since September 1993. The Board of Directors has selected
PricewaterhouseCoopers LLP as auditors for the fiscal year ended December 31,
2000. Representatives of PricewaterhouseCoopers LLP will be present at the
meeting to respond to appropriate questions and to make such statements as they
may desire.
What Is The Board's Recommendation?
The Board unanimously recommends a vote "FOR" the proposal to ratify the
selection of PricewaterhouseCoopers LLP as Storage USA's independent public
accountants for the fiscal year ended December 31, 2000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2.
7
<PAGE>
PROPOSAL TO AMEND THE STORAGE USA 1995 EMPLOYEE
STOCK PURCHASE AND LOAN PLAN
(PROPOSAL 3)
What Is the Board's Recommendation?
The Board of Directors has unanimously recommended amending the Storage USA
1995 Employee Stock Purchase and Loan Plan (the "Plan") to increase the number
of shares of Storage USA Common Stock issuable under the Plan from 750,000 to
1,250,000.
What Is the Purpose of the Plan?
The purpose of the Plan is to assist Storage USA in recruiting and retaining
key executives with ability and initiative by enabling executives who
contribute significantly to Storage USA to participate in its future success
and to align their interests with those of Storage USA and its shareholders
through the purchase of Storage USA Common Stock.
How Is the Plan Administered?
The Plan is administered by the Compensation Committee (see page 6), which
has complete authority to interpret all of its provisions; to prescribe the
form of agreements with participants; to adopt, amend and rescind rules and
regulations pertaining to the administration of the Stock Purchase Plan; and to
make all other determinations necessary or advisable for its administration of
the Stock Purchase Plan. Any decision made or action taken by the Compensation
Committee or in connection with the administration of the Plan is final and
conclusive.
Who Is Eligible?
Any officer of Storage USA (or of any affiliate, including Storage USA
Franchise Corp. through which we conduct franchising activities) who is
selected by the Compensation Committee is eligible to participate in the Plan.
Non-employee Directors are not eligible to participate in the Plan. The
Compensation Committee determines, from time to time, the number of shares of
Storage USA Common Stock that an executive may purchase.
The following table sets forth the authorized maximum number of shares
allowed for each Named Officer and all officers as a group.
8
<PAGE>
AUTHORIZED MAXIMUM SHARES ALLOWED TO OFFICERS
<TABLE>
<CAPTION>
Number of
Dollar Shares
Value of Number of Purchased
Shares Shares Under the
Authorized Authorized Plan
Name Title ($)(2) (#) (#)(3)
- ---- ----- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Dean Jernigan........... Chief Executive Officer and President 4,537,500 150,000 150,000
Christopher P. Marr..... Chief Financial Officer 907,500 30,000 10,000
John W. McConomy........ Executive Vice President, General Counsel
& Secretary 605,000 20,000 15,000
Karl T. Haas............ Executive Vice President, Operations 605,000 20,000 10,000
Morris J. Kriger(1)..... Executive Vice President, Acquisitions 605,000 20,000 20,000
All Executive Officers Senior Vice President Level & Above
as a Group(3)(4)....... (12 persons) 10,436,250 345,000 253,000
All Non-Executive
Officers as a
Group(3)(4)............ Vice President (16 persons) 4,840,000 160,000 65,000
</TABLE>
As of December 31, 1999, there were 28 such persons eligible to participate
in the Plan inclusive of officers of Storage USA Franchise Corp.
- --------
(1) Mr. Kriger retired as an executive officer of Storage USA on December 31,
1999.
(2) Based on the NYSE closing price of $30.25 for Storage USA Common Stock on
December 31, 1999.
(3) As of December 31, 1999.
(4) Includes officers of Storage USA, Inc. and Storage USA Franchise Corp.
How Many Shares Will Be Available for Purchase Under the Plan If the Amendment
Is Approved?
Under the Plan, as proposed to be amended, a total of 1,250,000 shares of
Storage USA Common Stock will be available for sale (subject to adjustment in
the event of stock dividends, stock splits or similar changes in the number of
outstanding shares of Storage USA Common Stock) to executives as approved by
the Compensation Committee. The price per share is equal to the closing sale
price of Storage USA Common Stock on the New York Stock Exchange (the "NYSE")
on the date on which an executive executes and delivers an agreement to
purchase Storage USA Common Stock under the Plan (an "Agreement"), or, if the
NYSE is closed on that date, the next succeeding date on which the NYSE is
open. The Plan was last amended by the shareholders at the 1999 Annual Meeting,
at which time the shares authorized under the Plan were increased from 500,000
to 750,000.
How Many Shares Have Been Issued Thus Far under the Plan?
As of December 31, 1999, a total of 523,000 shares had been sold to 28
employees of Storage USA or its affiliate, Storage USA Franchise Corp. (of whom
21 were still employed by Storage USA or Storage USA Franchise Corp. as of
December 31, 1999) under the Plan. As of December 31, 1999, 28 persons were
eligible to participate in the Plan.
9
<PAGE>
Why Are the Directors Recommending an Increase in the Number of Shares
Available for Purchase under the Plan?
Storage USA believes that ownership of Storage USA Common Stock by its
executives aligns the executive's interests with those of other shareholders.
At current levels, if each eligible executive currently employed by Storage USA
and Storage USA Franchise Corp. purchased all shares allocated to them under
the Plan, 705,000 would be issued, leaving only 45,000 shares remaining to be
issued in the future. In addition, shares that have been purchased by
executives who are no longer employed are counted against the total shares
authorized under the Plan and therefore reduce the number of shares available.
The additional 500,000 shares proposed to be added gives the Compensation
Committee flexibility with respect to levels of ownership permitted for
existing executives and gives the Compensation Committee additional shares to
allot to new executives as they are hired or existing executives as they are
promoted.
How Are Shares Purchased Under the Plan Paid For by Executives?
At the option of the executive, payment of the purchase price of Storage USA
Common Stock acquired under the Plan is made in full in cash or a cash
equivalent acceptable to the Compensation Committee, at the time of execution
and delivery of the executive's Agreement. Payment may also be made by delivery
to Storage USA of a note ("Note"), provided that the initial principal amount
of the Note may in no event exceed the "Good Faith Loan Value" of such Storage
USA Common Stock. "Good Faith Loan Value" means "good faith loan value" as
defined in Section 207.2(e) of Regulation G of the Board of Governors of the
Federal Reserve System, 12 CFR 207.2(e).
If an Executive Borrows the Purchase Price From Storage USA, What Are the
Repayment Terms?
Each Note is executed and delivered by the executive; is due and payable
seven years after the date of purchase; bears interest at rates to be
determined by the Compensation Committee; becomes due and payable on the 90th
day following termination of the executive's employment by Storage USA; and is
secured by a pledge of all Storage USA Common Stock purchased by the executive
under the Plan. The Compensation Committee has the discretion to release
pledged shares of Storage USA Common Stock on such terms and conditions as it
may specify, provided that the release does not cause the principal amount of
the Note then outstanding to exceed the Good Faith Loan Value of the remaining
pledged shares.
What Rights in the Shares Does an Executive Have?
Until a default under the Note, all pledged Storage USA Common Stock is
registered in the executive's name and the executive has all rights of a
shareholder of Storage USA with respect to the Storage USA Common Stock,
including the receipt of dividends. The executive agrees to pay to Storage USA
all dividends paid on Storage USA Common Stock, to be applied first towards
payment of interest on the Note accrued to the dividend payment date, and then
towards reduction of principal of the Note. Any balance of any applied dividend
payment remaining after prepayment of the Note in full is delivered to the
executive. Any partial prepayments of principal before the second anniversary
of the Note do not release any stock from the pledge securing the note.
Instead, the payment will be applied, pro rata, against the entire purchase
price. After the second anniversary, an executive may prepay part of the full
amount of the Note and have the corresponding amount of stock released from the
pledge. At the request of the executive, shares deemed paid for in full are
released from pledge, but only if the principal amount of the Note then
outstanding will not exceed the Good Faith Loan Value of the remaining pledged
Storage USA Common Stock.
10
<PAGE>
How Can the Plan Be Amended?
The Board of Directors may amend the Plan from time to time, provided that
shareholder approval is required for any amendment that would increase the
number of shares of Storage USA Common Stock that may be sold pursuant to the
Stock Purchase Plan or change the class of individuals eligible to participate.
Unless it is terminated sooner by the Board of Directors, the Stock Purchase
Plan will terminate on May 3, 2005.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 3.
11
<PAGE>
BENEFICIAL OWNERSHIP OF STORAGE USA COMMON STOCK
The following table sets forth information regarding the beneficial
ownership of shares of Storage USA Common Stock outstanding as of January 20,
2000 (the total shares outstanding on January 20, 2000 was 27,877,302), by (i)
each person or group known to Storage USA who owns more than 5% of the
outstanding shares of Storage USA Common Stock, and (ii) each of the Directors,
the Chief Executive Officer and the other four most highly compensated
executive officers of Storage USA. The Chief Executive Officer and the other
four most highly compensated officers of Storage USA are sometimes referred to
in the Proxy Statement as "Named Officers". Unless otherwise indicated in the
footnotes, all of such interests are owned directly, and the indicated person
or entity has sole voting and investment power. The number of shares represents
the number of shares of Storage USA Common Stock the person holds, including
shares that may be issued upon the exercise of options that are exercisable
within 60 days of January 20, 2000.
BENEFICIAL OWNERSHIP TABLE
<TABLE>
<CAPTION>
Shares of Common Percent of Shares
Stock Beneficially Outstanding
Owned on as of
January 20, 2000 (1) January 20, 2000
-------------------- -----------------
<S> <C> <C>
Security Capital U.S. Realty............ 11,765,654 42.20%
Security Capital Holdings S.A.
25B, Boulevard Royal L-2449 Luxembourg
Karl T. Haas............................ 61,442 (2) (7)
Dean Jernigan........................... 645,534 (3) 2.3%
Morris J. Kriger *...................... 91,372 (7)
Christopher P. Marr..................... 43,344 (4) (7)
John W. McConomy........................ 27,863 (5) (7)
C. Ronald Blankenship................... 6,175 (7)
Howard P. Colhoun....................... 12,622 (7)
Alan B. Graf, Jr........................ 8,290 (7)
Mark Jorgensen.......................... 21,294 (6) (7)
Caroline S. McBride..................... 7,355 (7)
John P. McCann.......................... 16,884 (7)
William D. Sanders...................... 7,077 (7)
Harry J. Thie........................... 15,652 (7)
All Directors and Executive Officers as 1,052,337 3.77%
a Group (18 persons)...................
c/o Storage USA, Inc.
165 Madison Avenue, Suite 1300
Memphis, TN 38103
</TABLE>
- --------
* Mr. Kriger retired as an executive officer of Storage USA on December 31,
1999.
(1) Includes shares, in the amounts indicated, which the following Directors
and Named Officers own subject to immediately exercisable options: Haas,
46,505 shares; Jernigan, 160,031 shares; Kriger, 59,505 shares; Marr,
33,238 shares; McConomy, 11,630 shares; Blankenship, 5,000 shares;
Colhoun, 8,318 shares; Graf, 5,000 shares; Jorgensen, 7,376 shares;
McBride, 6,000 shares; McCann 8,318 shares; Sanders, 5,722 shares; Thie,
8,318 shares.
(2) Also includes 36 shares owned indirectly, as custodian for his minor
children.
(3) Also includes 3,594 shares owned indirectly, as custodian for his minor
children.
12
<PAGE>
(4) Also includes 1 share owned indirectly, as custodian for his minor child.
(5) Also includes 2 shares owned indirectly, as custodian for his child.
(6) All shares are owned by the Jorgensen Family Trust, Mark and Wilhemina
Jorgensen, Trustees.
(7) Less than 1%.
13
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual
compensation for services in all capacities to Storage USA and its subsidiaries
for the period from January 1, 1997 through December 31, 1999, of those persons
who were, at December 31, 1999, (i) the Chief Executive Officer, and (ii) the
four other most highly compensated executive officers of Storage USA whose
annual salaries exceed $100,000 each. These persons are referred to throughout
as "Named Officers".
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------- ------------------------
Awards
------------------------
Other Securities All
Annual Restricted Underlying Other
Compen- Stock Options/ Compen-
Salary Bonus sation Award(s) SARs sation
Name and Principal Position Year ($) ($) ($) ($) (#) (1) ($)
- --------------------------- ---- ------- ------- ---------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Dean Jernigan............ 1999 374,967 253,725 0 0 116,302 6,400
Chairman of the Board, 1998 360,000 180,000 0 0 50,152 12,477
Chief Executive Officer 1997 328,681 197,209 0 0 75,000 11,476
and President
Christopher P. Marr...... 1999 195,051 97,525 (4)105,000 0 51,547 6,400
Chief Financial Officer 1998 152,002 55,221 0 0 12,190 5,080
1997 123,622 51,988 0 0 32,000 4,446
John W. McConomy(2)...... 1999 197,922 79,168 0 35,602 16,568 6,253
Executive Vice 1998 65,769 20,250 0 0 58,150 0
President, 1997 0 0 0 0 0 0
General Counsel and
Secretary
Karl T. Haas............. 1999 186,907 75,048 0 33,737 16,028 6,400
Executive Vice 1998 172,335 52,201 0 0 7,523 6,319
President, 1997 162,187 72,502 0 0 25,000 5,738
Operations
Morris J. Kriger(3)...... 1999 182,830 63,332 0 14,388 0 6,400
Executive Vice 1998 177,445 53,734 0 0 7,523 6,336
President, 1997 181,803 79,523 0 0 20,000 6,231
Acquisitions
</TABLE>
- --------
(1) Represents contributions to Storage USA Profit Sharing and 401(k) plan for
each of the Named Officers.
(2) Mr. McConomy has been employed by Storage USA since August 24, 1998.
(3) Mr. Kriger retired as an executive officer of Storage USA on December 31,
1999.
(4) Represents one-half of a one-time relocation bonus for relocating from
Columbia MD to Memphis TN. The other half will be paid in 2000.
(5) Awards of restricted stock were granted to the Named Officers in 1999
under the Storage USA 1993 Omnibus Stock Plan. Messrs. Jernigan and Marr
do not receive any restricted stock awards. Restricted Stock awards vest
over five years. The first such vesting occurred on October 19, 1999. The
number of
14
<PAGE>
shares awarded in 1999 were: McConomy, 1,231 shares; Haas, 1,168 shares;
and Kriger, 466 shares. The vested restricted shares as of December 31,
1999 are: McConomy, 101 shares; Haas, 94 shares; and Kriger, 94 shares.
Unvested restricted shares as of December 31, 1999 are: McConomy, 1,130
shares; Haas, 1,074 shares; and Kriger, 0 shares. The market values, based
upon the closing price of $30.25 on the NYSE of the unvested restricted
stock awards as of December 31, 1999, were: McConomy, $34,182.50; Haas,
$32,488.50; and Kriger, $0. Mr. Kriger forfeited his unvested restricted
stock upon his retirement as an executive officer on December 31, 1999.
Dividends are paid on restricted stock in the same manner and to the same
extent as dividends are paid on other shares of Storage USA Common Stock.
STOCK OPTIONS
The following table provides information concerning the grants of stock
options to the Named Officers during 1999 under Storage USA's 1993 Omnibus
Stock Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percent
of Total
Number of Options/ Potential Realizable
Securities SARs Value at Assumed Annual
Underlying Granted Rates of Stock Price
Options/ to Exercise Appreciation for
SARs Employee of Base Option Term
Granted in Fiscal Price Expiration ------------------------
(#) Year (%) ($/Sh) Date 5% ($) 10% ($)
---------- --------- -------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Dean Jernigan........... 116,302 14.64 $27.56 10/19/2009 2,015,968 5,108,859
Christopher P. Marr..... 51,547 6.49 $27.56 10/19/2009 893,511 2,264,332
John W. McConomy........ 16,568 2.09 $27.56 10/19/2009 287,188 727,791
Karl T. Haas............ 16,028 2.02 $27.56 10/19/2009 277,828 704,070
Morris J. Kriger (1).... 0 0 N/A N/A 0 0
</TABLE>
- --------
(1) Mr. Kriger retired as an executive officer of Storage USA on December 31,
1999, and did not receive stock options in 1999.
15
<PAGE>
The following table provides information on options exercised during 1999
and information on the value of each Named Officer's unexercised options under
Storage USA's 1993 Omnibus Stock Plan at December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN 1999
AND YEAR-END 1999 OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at Year End Options at Year End
Acquired Value (#) ($)(1)
on Exercise Realized ------------------------- -------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dean Jernigan........... 0 0 160,031 201,423 1,027,523 342,652
Christopher P. Marr..... 0 0 33,238 80,499 45,829 145,847
John W. McConomy........ 0 0 11,630 63,088 1,223 49,417
Karl T. Haas............ 20,000 184,530 46,505 37,046 111,129 47,589
Morris J. Kriger(2)..... 0 0 59,505 18,018 1,129 4,514
</TABLE>
- --------
(1) Based upon the closing price of Storage USA's Common Stock on the NYSE on
December 31, 1999, of $30.25 per share.
(2) Mr. Kriger retired as an executive officer of Storage USA on December 31,
1999.
16
<PAGE>
LONG-TERM INCENTIVE PLANS
The following table provides information on the 1999 awards to Named
Officers under the Storage USA Shareholder Value Plan. Each award under the
Shareholder Value Plan has a three-year term. The Shareholder Value Plan
measures Storage USA's total return to shareholders (i.e. share price increase
plus dividend yield) against the total return of other public self-storage
companies and all Real Estate Investment Trusts. The minimum payout under the
Shareholder Value Plan is $0 per unit; the maximum is $3,000 per unit. There is
no "Target" award under the Shareholder Value Plan. The Compensation Committee
of Storage USA determines the number of units each Executive receives at the
beginning of a three-year award period. Senior Vice Presidents and above of
Storage USA are eligible to participate in the Shareholder Value Plan. Non-
Employee Directors are not eligible to participate. Awards will be paid in
either cash or restricted stock under the Storage USA 1993 Omnibus Stock Plan.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Estimated Future
Payouts Under
Non-Stock
Number of Price-
Shares, Performance or Based Plans(1)
Units or Other Period -----------------
Other Until
Rights Maturation or Threshold Maximum
Name (#) Payout ($ or #) ($ or #)
- ---- --------- -------------- --------- --------
<S> <C> <C> <C> <C>
Dean Jernigan....................... 216 12/31/01 $108,000 $648,000
Christopher P. Marr................. 53 12/31/01 26,500 159,000
John W. McConomy.................... 49 12/31/01 24,500 147,000
Karl T. Haas........................ 45 12/31/01 22,500 135,000
Morris J. Kriger(2)................. 45 N/A -0- -0-
</TABLE>
- --------
(1) Based upon potential results of Storage USA over the three-year term of
the awards, yielding a value of $500 per unit for "Threshold" and $3,000
per unit for "Maximum". The "Threshold" payout is the lowest payment made
under the Shareholder Value Plan, assuming that any payment is made, since
if the minimum goals under the plan are not met, there is no payment.
(2) Mr. Kriger retired as an executive officer of Storage USA on December 31,
1999 and forfeited all awards under the Shareholder Value Plan.
17
<PAGE>
INDEBTEDNESS BY EXECUTIVES TO STORAGE USA
1995 Employee Stock Purchase and Loan Plan
The executive officers of Storage USA listed in the table below are indebted
to Storage USA for loans to purchase Storage USA's Common Stock pursuant to the
1995 Employee Stock Purchase and Loan Plan (the "Stock Purchase and Loan Plan")
approved by the shareholders at the 1994 Annual Meeting (and subsequently
amended). The table indicates the largest amount of the indebtedness
outstanding January 1, 1999 and the amount outstanding at December 31, 1999. As
provided in the Stock Purchase and Loan Plan, these loans bear interest at
rates ranging from 5.81% to 8.43% per annum and are collateralized by the
Storage USA Common Stock purchased with the proceeds of the loans.
INDEBTEDNESS BY EXECUTIVES TO STORAGE USA
UNDER THE 1995 EMPLOYEE STOCK PURCHASE AND LOAN PLAN
<TABLE>
<CAPTION>
Maximum Indebtedness
Since Indebtedness at
January 1, 1999 December 31, 1999
($) ($)
-------------------- -----------------
<S> <C> <C>
Francis C. Brown III.................... 394,908 391,239
Sr. Vice President, E-commerce
Karl T. Haas............................ 280,599 273,245
Dean Jernigan........................... 4,689,682 4,615,987
Morris J. Kriger(1)..................... 608,740 591,081
Christopher P. Marr..................... 281,030 273,708
John W. McConomy........................ 450,631 447,623
Richard B. Stern
Sr. Vice President, Development........ 100,631 99,134
Bruce F. Taub
Sr. Vice President, Acquisitions....... 307,694 298,220
Mark E. Yale
Sr. Vice President, Financial 153,437 152,684
Reporting.............................
</TABLE>
- --------
(1) Mr. Kriger retired as an executive officer of Storage USA on December 31,
1999.
18
<PAGE>
1996 Officers' Stock Option Loan Program
The executive officers of Storage USA listed in the table below are indebted
to Storage USA for loans under the 1996 Officers' Stock Option Loan Program
(the "Program"), which was approved by Storage USA's Board of Directors
effective December 16, 1996. The Program, which is administered by the
Compensation Committee, generally allows certain executive officers of the
Company to borrow, on a full recourse basis, up to 75% of the difference
between the fair market value of the Company's Common Stock at the time of the
loan and the exercise price of such officer's unexercised, vested options. As
provided in the Program, the loans are evidenced by notes payable to Storage
USA, bear interest at 6.63%, and are collateralized by any shares of Storage
USA Common Stock which may be obtained by exercise of the options.
INDEBTEDNESS BY EXECUTIVES TO STORAGE USA
UNDER THE 1996 OFFICERS' STOCK OPTION LOAN PROGRAM
<TABLE>
<CAPTION>
Maximum Indebtedness
Since Indebtedness at
January 1, 1999 December 31, 1999
Name ($) ($)
---- -------------------- -----------------
<S> <C> <C>
Dean Jernigan......................... 160,215 159,945
Christopher P. Marr................... 75,000 75,000
</TABLE>
Executive Change in Control Severance Agreements
Storage USA has entered into change in control severance agreements with
each of Messrs. Jernigan (Chief Executive Officer and President), Marr (Chief
Financial Officer), McConomy (Executive Vice President, General Counsel and
Secretary), and Haas (Executive Vice President, Operations), (each an
"Executive") which provide for severance payments and other benefits to each
Executive if his employment is terminated under various circumstances as
described in each agreement. Under each agreement, if an Executive's employment
is terminated, (a) voluntarily, for good reason, by the Executive within two
years following a change of control of Storage USA (as defined in each
agreement); or (b) involuntarily and without cause (as defined in each
agreement), within two years following a change in control of Storage USA the
Executive would be entitled: (i) to receive an amount equal to three times (for
Messrs. Jernigan and Marr) or two times (for Messrs. Haas and McConomy) the
Executive's base salary plus certain bonus amounts; (ii) to have all
outstanding unvested options and restricted stock vest, if not already vested
pursuant to the applicable plan; (iii) to cancellation of any portion of a loan
under Storage USA's 1995 Stock Purchase and Loan Plan or its 1996 Officers'
Stock Option Loan Program that exceeds the fair market value of the stock (or
options) securing the loan; (iv) to continuation of certain health insurance
benefits; and (v) to receive certain other benefits. All cash amounts are
payable in a lump sum. Mr. Kriger's severance agreement terminated on December
31, 1999 in connection with his retirement as an executive officer.
Executive Employment Agreements
Mr. Marr and Mr. McConomy each have employment agreements with Storage USA
employing them as Chief Financial Officer and Executive Vice President, General
Counsel and Secretary, respectively. Mr. Marr's agreement provides for a base
salary of $210,000 and a sum equal to two times his base salary if he is
terminated "without cause" as defined in his employment agreement. Mr.
McConomy's agreement provides for a base salary of $195,000 (his current salary
is $200,000) and a sum equal to one and one-half times his base salary if he is
terminated "without cause" as defined in his employment agreement. Mr. Kriger's
employment agreement with Storage USA terminated upon his retirement as an
executive officer on December 31, 1999.
19
<PAGE>
REPORT OF THE STORAGE USA COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION
To Our Shareholders:
The Compensation Committee of the Board of Directors is composed of Messrs.
Thie (Chairman), Graf, McCann (each of whom is an Independent Director) and Mr.
Blankenship. The Board of Directors has delegated to the Compensation Committee
responsibility for the compensation of Storage USA's executive officers and for
administering the incentive programs for all Storage USA's employees.
The goals of the compensation program are to:
. Attract and retain critical management talent;
. Motivate management as a team to attain Storage USA's goals;
. Share the financial success or lack thereof of Storage USA with
management; and
. Link management's interests directly with those of Storage USA's
shareholders.
To achieve these goals, the compensation program for executive officers
consists of base salary and annual and long-term incentive compensation. The
program emphasizes variable compensation as a significant portion of the total
compensation package for each executive officer. That is, as levels of
executive responsibility increase, the total compensation is weighted toward
the long-term performance of Storage USA. Base salary for each executive
officer is generally set near levels established by our peer group competitors.
The annual incentive plan rewards management for achieving or surpassing both
Company and individual annual performance goals. The long-term incentive plan
is directly related to increasing the price of Storage USA's stock and to
outperforming peers in generating total shareholder return. Overall, the
compensation program is targeted to be above-market when performance exceeds
that of peers and is highly linked to performance so that if performance does
not meet expectations, total compensation will generally be below our peers.
Thus, this compensation mix emphasizes performance and places more of total
compensation at risk to Storage USA's performance. Payments under the annual
and long-term incentive plans are reviewed annually.
In administering base salaries, the Committee set salary ranges within
formal tiers for executive officers. In 1998, the Compensation Committee
conducted a complete review of executive compensation through an outside
advisor and intends to conduct similar reviews periodically. In 1999, the
Compensation Committee assessed executive compensation through internal reviews
and market comparisons. Accordingly, for 1999, the base salary ranges were set
in comparison with 20 equity Real Estate Investment Trusts ("REITs") with
similar market capitalization. Base salaries for the most senior executives
were increased 8 percent, on average, to a competitive range. For other
executives, base salaries were set consistent with market comparisons, tier
ranges, compensation policy and merit. Individual salaries are reviewed
annually, in July of each year.
The annual incentive compensation plan is split equally between achieving
individual goals, as determined by management, for each executive officer and
Storage USA's performance based on targeted increases in funds from operations
("FFO"). A target annual incentive compensation amount is determined for each
tier. Executive officers may earn more (superior) or less (threshold) or none
(below threshold) depending on their individual performance and the performance
of Storage USA. If threshold performance goals for FFO are not achieved, no
performance awards are made to executive officers. In 1999, the Company
achieved targeted performance.
20
<PAGE>
The long-term incentive plan for the CEO and CFO consists of stock options
under the 1993 Omnibus Stock Plan and performance units under Storage USA's
Shareholder Value Plan and for other executive officers, a combination of
performance units under the Shareholder Value Plan, stock options and
restricted stock. Restricted stock awards are currently used for this group
because their more certain nature make them a strong retention device during
this period of building human capital for Storage USA. Stock options and
restricted shares of Common Stock generally vest over a five-year period. The
number of options and restricted shares of Storage USA Common Stock are arrived
at through an annual grant methodology that provides a targeted percentage of
base salary. The Compensation Committee granted additional options in 1999,
which vest conditioned upon long-term service with Storage USA, to create and
keep a deep bench of executive talent in the present competitive employment
market. These options will vest in October 2004, five years after the grant, to
those executive officers who are still with Storage USA at that time. Moreover,
to encourage more immediate corporate performance, the option vesting period
can accelerate on a fixed schedule based on Storage USA achieving targeted FFO
goals. The number of such options granted to each executive officer was similar
to (but did not exceed) the options granted under the annual long-term
incentive program, and the exercise price was identical.
The Storage USA Shareholder Value Plan rewards executives at and above the
Senior Vice President level at the end of a 3-year period if Storage USA's 3-
year total shareholder return outperforms a pre-defined comparison group. The
first such plan began January 1, 1999; a second plan began January 1, 2000; and
we intend to start a three-year plan each year. Equally weighted comparisons
are made to the public companies in the self-storage industry and to equity
REITs in the NAREIT index. The comparison measures how well Storage USA did
when compared to others in the self-storage REIT sector and to all REITs
operating in a similar tax and capital environment. These two goals align with
shareholder expectations.
Mr. Jernigan's salary, annual bonus, long term incentives, and participation
in benefit programs generally follow the policies described above and the
amounts paid are shown in the tables in this Proxy Statement. Mr. Jernigan's
base salary is based on his performance, his responsibilities, and the
compensation levels for comparable positions in other REITs of similar size and
complexity. In making its base salary determination, the Compensation Committee
reviewed CEO salaries for 20 equity REITs comparable in market value to Storage
USA. We also considered Mr. Jernigan's leadership in national policy areas of
importance to Storage USA and the REIT industry, such as his membership on the
Board of the National Association of Real Estate Investment Trusts, and his
overall performance in leading Storage USA. While no adjustment was made to Mr.
Jernigan's base salary in July, 1998, an adjustment of 8 percent was made in
July, 1999, increasing his annual salary to $390,000. This increase in base
salary was held slightly below competitive market levels in keeping with our
compensation philosophy. Mr. Jernigan's annual target bonus is based on
achieving individual and company goals, each equally weighted. Storage USA's
goal is to achieve a pre-approved level of growth in FFO per share, and Mr.
Jernigan's performance was objectively measured against achieving this target.
Individual goals were qualitatively assessed. Mr. Jernigan provides a set of
annual individual goals to the Compensation Committee each year. He was
assessed on goal accomplishment for 1999 and achieved substantially all of his
targeted annual bonus. In particular, Mr. Jernigan accomplished a series of
strategic initiatives which had been advanced by him and adopted by the Board
of Directors, such as the Budget Group, Inc. Strategic Alliance, the creation
of the joint ventures with General Electric Capital Corporation, the closing of
the Fidelity Trust Management transaction and the establishment of a National
Reservation Center. The Compensation Committee also reviewed the CEO evaluation
conducted annually by the Governance Committee. His options were awarded in
accordance with the Committee's policies as set out in this report and are
described in the table entitled "Option/SAR Grants in Last Fiscal Year."
21
<PAGE>
In summary, the Storage USA executive compensation program provides
increased motivation for executive officers to achieve stated goals thus
enhancing the value of the company for shareholders.
COMPENSATION COMMITTEE
Harry J. Thie, Chairman
C. Ronald Blankenship
Alan B. Graf, Jr.
John P. McCann
22
<PAGE>
IS THERE ANY OTHER INFORMATION THAT I SHOULD KNOW?
Transactions with Management and Others; Certain Business Relationships
During 1999, payments totaling $3,857,474 were made to Security Capital
Group, Incorporated, or its affiliates in connection with services provided by
it or its affiliates. The amounts paid were as follows:
. Storage USA paid SC Group, Inc. $31,996 in fees for insurance procurement
and risk management services. This amount was based in part upon a
percentage of the total premium dollars for Storage USA's property and
casualty insurance plus claims administration fees.
. Storage USA paid Security Capital Real Estate Research Group, Inc.
$108,447 for assistance in its development and acquisition of self-storage
facilities and for providing market research.
. Storage USA paid $3,717,031 to Security Capital Markets Group,
Incorporated for investment banking and advisory services primarily in
connection with Storage USA's previously announced $144 million joint
venture with Fidelity Management Trust and its $400 million joint venture
with General Electric Capital Corporation, as well as in connection with
obtaining debt financing in connection with each transaction.
. All such services were rendered pursuant to agreements negotiated at arms
length, taking into account fees charged by other providers of similar
services. Each company mentioned is an affiliate of Security Capital U.S.
Realty.
Storage USA paid Memphis Jet Service, L.P., a company controlled by Mr.
Jernigan's wife, $163,818 for business use of private aircraft by Mr. Jernigan
and other executives of Storage USA.
Storage USA has entered into a lease providing for it to be the principal
tenant of the Moore Building, a historic structure in Memphis, Tennessee. On
December 29, 1998, the Moore Building was sold to its current owner by a
charitable foundation. To assure that the foundation would receive from the
buyer the fair value of historic rehabilitation tax credits generated by the
renovation of the building, Mr. Jernigan agreed to guarantee that the buyer
would realize certain amounts from the resale of those tax credits, as
permitted by applicable law. The value of the tax credits is dependent, in
part, on Storage USA's performance under its lease.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that Storage USA's directors and
executive officers, and persons that own more than 10% of Storage USA Common
Stock, file with the Securities and Exchange Commission initial reports of
ownership and reports of change in ownership of Storage USA Common Stock and
other equity securities of Storage USA. Copies of these reports must be filed
with Storage USA. Based solely on its review of the copies of these reports
filed with it, and written representations that no other reports were required,
to Storage USA's knowledge, all reports required by Section 16(a) were timely
filed in 1999, except a Form 3 for Russell Williams, Storage USA's former
Senior Vice President of Marketing, which was inadvertently filed late.
Shareholder Return
The following line graph sets forth a comparison of the percentage change in
the cumulative total shareholder return on Storage USA's Common Stock compared
to the cumulative total return of the S&P Stock Index and the National
Association of Real Estate Investment Trusts ("NAREIT") Equity REIT Total
Return Index for the period January 1, 1995 through December 31, 1999.
The graph assumes that the initial price per share of Storage USA Common
Stock was $27.13 and that the value of the investment in each of Storage USA
Common Stock and the indices was $100 at the beginning of the period. The graph
further assumes the reinvestment of dividends.
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The stock price performance shown on the graph below is not necessarily
indicative of future price performance.
Comparison of Cumulative Total Return Among Storage USA, Inc., the NAREIT
Equity REIT Total Return Index, and the S&P 500 Index
[GRAPH]
1/1/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
Storage USA 100.00 168.09 205.15 229.20 196.51 200.75
S&P 500 100.00 144.75 177.98 237.39 305.21 364.82
NAREIT Equity 100.00 115.01 155.57 187.08 154.34 147.21
Will Other Matters Be Raised at the Meeting?
Storage USA does not know of any matters to be presented at the meeting
other than those mentioned in this Proxy Statement. If any other matters are
properly brought before the meeting, it is intended that the proxies will be
voted in accordance with the best judgment of Messrs. Jernigan and Marr, who
are voting the proxies.
Who Pays the Cost of Solicitation of My Proxy?
The expense of soliciting proxies and the cost of preparing, assembling and
mailing material in connection with the solicitation of proxies is paid by
Storage USA. In addition to the use of mails, certain directors, officers or
employees of Storage USA and its subsidiaries, who receive no compensation for
their services other than their regular salaries, may solicit and tabulate
proxies.
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Can a Shareholder Make a Proposal at the Meeting?
Any qualified shareholder who wishes to make a proposal to be acted upon at
the Annual Meeting of Shareholders in 2001 may do so by following the
procedures prescribed in Rule 14a-8 of the Securities Exchange Act of 1934 and
must submit such proposal to be considered by Storage USA for inclusion in the
proxy statement, to John W. McConomy, Corporate Secretary of Storage USA, at
165 Madison Avenue, Memphis, Tennessee 38103. The deadline for submitting a
shareholder proposal or a nomination for director that is to be included in
such proxy statement is November 28, 2000. If Storage USA receives notice of a
shareholder proposal after February 13, 2001, the persons named as proxies in
the proxy statement for the 2001 Annual Meeting will have discretionary voting
authority to vote on such proposal at the 2001 Annual Meeting. The chairman of
the meeting may refuse to acknowledge the introduction of any shareholder
proposal not made in compliance with the foregoing procedures.
Additional Information Requests
Storage USA will provide without charge to each person to whom a copy of
this Proxy Statement is delivered, on the written or oral request of such
person and by first class mail or other equally prompt means within one
business day of receipt of such request, a copy of any and all of the documents
referred to above which may have been or may be incorporated by reference in
this Proxy Statement. Such written or oral request should be directed to
Storage USA, Inc., 165 Madison Avenue, Suite 1300, Memphis, Tennessee 38103,
Attention: John W. McConomy, Executive Vice President, General Counsel and
Secretary ((901) 252-2000).
25
<PAGE>
STORAGE USA, INC.
Memphis, Tennessee 38103
ANNUAL MEETING MAY 3, 2000
CUSIP 861907 10 3
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dean Jernigan and Christopher P. Marr, and
each of them, proxies (and if the undersigned is a proxy, as substitute
proxies) each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all of the shares of Common
Stock of Storage USA, Inc. which the undersigned is entitled to vote at the
annual meeting of shareholders to be held at 4:30 p.m. (local time) on May 3,
2000, or any adjournment thereof.
The Board of Directors unanimously recommends a vote "FOR" each of the
following proposals:
1.ELECTION OF DIRECTORS
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below
contrary)
C. Ronald Blankenship, Howard P. Colhoun, Alan B. Graf, Jr., Dean Jernigan,
Mark Jorgensen, Caroline S. McBride, John P. McCann, William D. Sanders,
Harry J. Thie
To withhold authority to vote for any individual nominee, write that name on
the line below.
------------------------------------------------------------------------------
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP as Storage USA's
auditors for the fiscal year ending December 31, 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. TO APPROVE AN AMENDMENT TO THE STORAGE USA 1995 EMPLOYEE STOCK PURCHASE
AND LOAN PLAN to increase shares available under the Plan from 750,000
to 1,250,000.
[_] FOR [_] AGAINST [_] ABSTAIN
[LOGO FOR IBM CARD GOES HERE]
The undersigned hereby acknowledges receipt of notice of said meeting and the
related Proxy Statement.
IF NO CHOICE IS INDICATED ABOVE, THE PROXIES WILL VOTE "FOR" ALL NINE
DIRECTOR NOMINEES AND EACH OF PROPOSALS 2 AND 3. IN THEIR DISCRETION, THE
PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AND MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, only one of such persons need sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person. Please mark, sign, date and return the proxy card promptly,
using the enclosed envelope.
Signature: ________________________
Date: ___________________________ , 2000
