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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2
(AMENDMENT NO. 13)
STORAGE USA, INC.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
861907 10 3
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(CUSIP Number)
JEFFREY A. KLOPF, SECRETARY
SECURITY CAPITAL GROUP INCORPORATED
125 LINCOLN AVENUE
SANTA FE, NEW MEXICO 87501
(505) 982-9292
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 16, 2001
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
(Continued on following pages)
(Page 1 of 10 Pages)
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 861907 10 3 Page 2 of 10
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1. NAMES OF REPORTING PERSONS
Security Capital Group Incorporated
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
36-3692698
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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Number of 7. SOLE VOTING POWER
Shares 11,765,654
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Beneficially 8. SHARED VOTING POWER
Owned By -0-
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Each 9. SOLE DISPOSITIVE POWER
Reporting 11,765,654
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Person With 10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,765,654
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 861907 10 3 Page 3 of 10
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1. NAMES OF REPORTING PERSONS
SC Realty Incorporated
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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Number of 7. SOLE VOTING POWER
Shares 11,765,654
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Beneficially 8. SHARED VOTING POWER
Owned By -0-
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Each 9. SOLE DISPOSITIVE POWER
Reporting 11,765,654
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Person With 10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,765,654
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 861907 10 3 Page 4 of 10
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1. NAMES OF REPORTING PERSONS
Security Capital Holdings S.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
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Number of 7. SOLE VOTING POWER
Shares 11,765,654
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Beneficially 8. SHARED VOTING POWER
Owned By -0-
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Each 9. SOLE DISPOSITIVE POWER
Reporting 11,765,654
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Person With 10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,765,654
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
This Amendment No. 13 (this "Amendment") is filed by Security
Capital Group Incorporated ("Security Capital Group"), a Maryland corporation,
SC Realty Incorporated, a Nevada corporation and an indirect wholly owned
subsidiary of Security Capital Group ("SC-Realty"), and by Security Capital
Holdings S.A. ("Holdings"), a corporation organized and existing under the laws
of Luxembourg and a wholly owned subsidiary of Security Capital Group, and
amends the Schedule 13D originally filed by Holdings and Security Capital U.S.
Realty ("SC-U.S. Realty"), a corporation organized and existing under the laws
of Luxembourg on March 8, 1996 (as previously amended, the "Schedule 13D"). This
Amendment No. 13 relates to shares of common stock, par value $0.01 per share
("Common Stock"), of Storage USA, Inc., a Tennessee corporation ("Storage").
Capitalized terms used herein without definition shall have the meanings
ascribed thereto in the Schedule 13D.
As previously reported, on September 26, 2000, SC-U.S. Realty
entered into a Transaction Agreement (the "Transaction Agreement") with Security
Capital Group and SC-Realty. The Transaction Agreement provided, among other
things, for the sale by SC-U.S. Realty of all the issued and outstanding shares
of capital stock of Holdings owned by SC-U.S. Realty to SC-Realty, all upon the
terms and subject to the conditions set forth in the Transaction Agreement (the
"Sale Transaction"). On January 16, 2001, the parties consummated the Sale
Transaction, as a result of which, Security Capital Group and SC-Realty through
their ownership of capital stock of Holdings, beneficially own all of the shares
of Common Stock owned by Holdings, and SC-U.S. Realty has ceased to beneficially
own any shares of Common Stock.
The foregoing summary of the terms of the Transaction Agreement and
the Sale Transaction is qualified in its entirety by reference to the text of
the Transaction Agreement, filed as Exhibit 10 to the Schedule 13D and hereby
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
The reporting persons (the "Reporting Persons") are (a) Security
Capital Group, a Maryland corporation, whose principal office and business
address is 125 Lincoln Avenue, Santa Fe, New Mexico 87501, (b) SC-Realty, a
Nevada corporation, whose principal office and business address is 125 Lincoln
Avenue, Santa Fe, New Mexico 87501, and (c) Holdings, a corporation organized
and existing under the laws of Luxembourg, whose principle office and business
address is 25b, Boulevard Royal, L-2449 Luxembourg.
The Reporting Persons are each principally engaged in the business
of real estate investment and management.
Schedule 1 of Exhibit 12 to this Amendment ("Schedule 1") contains
the following information concerning each director, executive officer or
controlling person of Security Capital Group: (i) name and residence or business
address, (ii) principal occupation or employment, and (iii) the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Schedule 1 is incorporated herein by reference.
To the knowledge of Security Capital Group, each of the persons
named on
5 of 10 Pages
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Schedule 1 (the "Schedule 1 Persons") is a United States citizen,
except as noted therein. During the last five years, neither Security Capital
Group nor any of the Schedule 1 Persons (to the knowledge of Security Capital
Group) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). During the last five years, neither Security Capital
Group nor any of the Schedule 1 Persons (to the knowledge of Security Capital
Group) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, is or was
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Schedule 2 of Exhibit 12 attached to this Amendment ("Schedule 2")
contains the following information concerning each director, executive officer
or controlling person of SC-Realty: (i) name and residence or business address,
(ii) principal occupation or employment, and (iii) the name, principal business
and address of any corporation or other organization in which such employment is
conducted. Schedule 2 is incorporated herein by reference.
To the knowledge of SC-Realty, each of the persons named on Schedule
2 (the "Schedule 2 Persons") is a United States citizen, except as noted
therein. During the last five years, neither SC-Realty nor any of the Schedule 2
Persons (to the knowledge of SC-Realty) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither SC-Realty nor any of the Schedule 2 Persons (to the
knowledge of SC-Realty) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Schedule 3 of Exhibit 12 attached to this Amendment ("Schedule 3")
contains the following information concerning each director, executive officer
or controlling person of Holdings: (i) name and residence or business address,
(ii) principal occupation or employment, and (iii) the name, principal business
and address of any corporation or other organization in which such employment is
conducted. Schedule 3 is incorporated herein by reference.
To the knowledge of Holdings, each of the persons named on Schedule
3 (the "Schedule 3 Persons") is a United States citizen, except as noted
therein. During the last five years, neither Holdings nor any of the Schedule 3
Persons (to the knowledge of Holdings) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither Holdings nor any of the Schedule 3 Persons (to the
knowledge of Holdings) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
6 of 10 Pages
<PAGE>
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended as follows:
Except as set forth herein, to the best knowledge and belief of the
Reporting Persons, no transactions involving Common Stock have been effected
during the past 60 days by any of the Reporting Persons or by any of their
respective directors, executive officers or controlling persons.
The following table sets forth the beneficial ownership of Shares, for
each person named in Item 2. Unless otherwise indicated in the footnotes, each
such person has sole power to vote or to direct the vote and sole power to
dispose or direct the disposition of such Common Shares.
Number of Shares Percent of
Name Beneficially Owned (1) All Shares
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Security Capital Group Incorporated (2) 11,765,654 42.2%
C. Ronald Blankenship (3) 7,837 *
Samuel W. Bodman 0 *
Hermann Buerger 0 *
John P. Frazee, Jr. 0 *
Cyrus F. Freidheim, Jr. 0 *
H. Laurance Fuller 0 *
Ray L. Hunt 0 *
John T. Kelley, III 0 *
William D. Sanders (4) 9,739 *
Peter S. Willmott 0 *
Thomas G. Wattles 0 *
Jeffrey A. Klopf 0 *
Anthony R. Manno, Jr. 0 *
Caroline S. McBride 10,017 *
Constance B. Moore 0 *
A. Richard Moore, Jr. 0 *
Kenneth D. Statz 0 *
Jaems C. Swaim 0 *
Paul E. Szurek 0 *
* Less than 1%
(1) For each person who owns options that are exercisable within 60 days, the
calculation of the percentage ownership assume that only that person has
exercised all of his options and that no other person has exercised any
outstanding options.
(2) These Common Shares are owned of record by SC Realty Incorporated, a wholly
owned subsidiary of Security Capital.
<PAGE>
(3) Includes options to acquire 6,000 shares.
(4) Includes options to acquire 7,722 shares.
(5) Includes options to acquire 8,000 shares.
(c)Except as otherwise noted below, no transactions in Common Shares were
effected in the past 60 days by the persons listed in the above table.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended as follows:
The following Exhibits are filed as part of this Schedule 13D:
Exhibit 12 Name, Business Address, and Present Principal Occupation of
Each Executive Officer and Director of Security Capital Group,
SC-Realty and of Holdings.
Exhibit 13 Joint Filing Agreement, dated as of January 18, 2001,
between Security Capital Group, SC-Realty and Holdings.
7 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
SECURITY CAPITAL GROUP INCORPORATED
By:/s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title:Senior Vice President and
Secretary
SC REALTY INCORPORATED
By:/s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Secretary
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Laura L. Hamilton
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Name: Laura L. Hamilton
Title: Vice President
January 18, 2001
8 of 10 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description
1* Name, Business Address, and Present Principal Occupation
of Each Executive Officer and Director of Security
Capital U.S. Realty and of Security Capital Holdings S.A.
2* Stock Purchase Agreement, dated as of March 1, 1996, by
and among Storage USA, Inc., Security Capital U.S. Realty
and Security Capital Holdings S.A.
2.1* Strategic Alliance Agreement, dated March 19, 1996, by
and among Storage USA, Inc., SUSA Partnership, L.P.,
Security Capital Holdings S.A. and Security Capital U.S.
Realty.
2.2* Registration Rights Agreement, dated March 19, 1996, by
and among Storage USA, Inc., Security Capital Holdings
S.A. and Security Capital U.S. Realty.
3* Joint filing agreement pursuant to 13d-1(f)(1).
4* Facility Agreement, dated June 12, 1996, by and among
Security Capital U.S. Realty, Security Capital Holdings
S.A., Commerzbank Aktiengesellschaft, as arranger and
collateral agent, Commerzbank International S.A., as
administrative agent and the financial institutions
listed in Schedule 1 thereto (incorporated by reference
to Exhibit 4 of the Schedule 13D, dated June 21, 1996,
filed jointly by Security Capital U.S. Realty and
Security Capital Holdings S.A. with respect to the common
stock of Regency Realty Corporation).
5* Amendment to Paragraph 12 of the charter of Storage USA,
Inc. (incorporated by reference to Appendix D to the proxy
statement relating to the June 5, 1996 meeting of
shareholders of Storage USA, Inc., dated April 26, 1996 and
filed with the Securities and Exchange Commission on April
29, 1996).
6* Amendment No. 1 to the Stock Purchase Agreement, dated as
of July 1, 1996, by and among Storage USA, Inc., Security
Capital Holdings S.A. and Security Capital U.S. Realty.
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*Previously filed.
9 of 10 Pages
<PAGE>
7* Subscription Agreement, dated as of March 27, 1997, by
and among Storage USA, Inc., Security Capital U.S. Realty
and Security Capital Holdings S.A.
8* Second Amendment to Strategic Alliance Agreement, dated
as of November 20, 1997, by and among Storage USA, Inc.,
SUSA Partnership, L.P., Security Capital U.S. Realty and
Security Capital Holdings S.A.
9* Amendment No. 1 to Strategic Alliance Agreement, dated as
of June 14, 1996, by and among Storage USA, Inc., SUSA
Partnership, L.P., Storage USA Trust, Security Capital
U.S. Realty and Security Capital Holdings S.A.
(incorporated by reference to Exhibit 10.2 to Amendment
No. 1 to the Registration Statement on Form S-3 of
Storage USA, Inc. (File No. 333-4556) filed August 27,
1996).
10* Transaction Agreement, dated as of September 26, 2000, among
Security Capital Group Incorporated, SC Realty Incorporated
and Security Capital U.S Realty (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed by
Security Capital Group Incorporated on September 26, 2000).
11* Letter Agreement, dated July 7, 2000, between Security
Capital Group Incorporated and Storage USA, Inc.
12 Name, Business Address, and Present Principal Occupation of
Each Executive Officer and Director of Security Capital
Group Incorporated, SC Realty Incorporated and of Security
Capital Holdings S.A.
13 Joint Filing Agreement, dated as of January 18, 2001,
between Security Capital Group Incorporated, SC Realty
Incorporated and Security Capital Holdings S.A.
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*Previously filed.
10 of 10 Pages
