As filed with the Securities and Exchange Commission on September 17, 1996
Registration Statement No. 333-10659
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
Sovran Self Storage, Inc.
(Exact name of Registrant as specified in its charter)
Maryland 16-1194043
(State of incorporation) (I.R.S. Employer Identification Number)
5166 Main Street
Williamsville, New York 14221
(716) 633-1850
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
_______________________________
Kenneth F. Myszka
President and Chief Executive Officer
Sovran Self Storage, Inc.
5166 Main Street
Williamsville, New York 14221
(716) 633-1850
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_______________________________
With a copy to:
Frederick G. Attea, Esq.
Phillips, Lytle, Hitchcock, Blaine & Huber
3400 Marine Midland Center
Buffalo, New York 14203
(716) 847-8400
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
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]
<PAGE>
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, please check the following box. [ ]
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 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Cross Reference Sheet Showing Location in Prospectus of
Information Required By Items of Part I of Form S-3
Location or
Item Numbers and Captions Heading in Prospectus
1. Forepart of Registration
Statement and Outside Front Outside Front Cover Page
Cover Page of Prospectus of Prospectus
2. Inside Front and Outside Back Inside Front Cover Page;
Cover Pages of Prospectus Outside Back Cover Page
3. Summary Information, Risk Factors The Company; Risk Factors
4. Use of Proceeds Plan of Distribution
5. Determination of Offering Price Plan of Distribution
6. Dilution Not Applicable
7. Selling Security-Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution; Outside Front
Cover Page of Prospectus
9. Description of Securities
to be Registered Description of Capital Stock
10. Interests of Named Experts
and Counsel Experts
11. Material Changes The Company
12. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
13. Disclosure of Commission
Position on Indemnification
For Securities Act Violations Plan of Distribution
<PAGE>
PROSPECTUS
422,171 Shares
Sovran Self Storage, Inc.
Common Stock
_______________
All of the shares of common stock, $.01 par value per share
(the "Common Shares"), offered hereby are being registered for
resale for the account of certain stockholders of Sovran Self
Storage, Inc. (the "Company"), named herein (collectively, the
"Selling Stockholders"). See "Plan of Distribution" and
"Selling Stockholders."
Each of the Selling Stockholders, directly or through
agents, dealers or underwriters designated from time to time, may
sell all or a portion of the 422,171 Shares offered hereby (the
"Shares") from time to time on terms to be determined at the time
of sale. To the extent required, the specific Shares to be sold,
the names of the Selling Stockholders, the respective purchase
prices and public offering prices, the names of any such agent,
dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement (the "Prospectus
Supplement"). See "Plan of Distribution." Each Selling
Stockholder reserves the sole right to accept and, together with
such Selling Stockholder's agents, dealers or underwriters from
time to time, to reject, in whole or in part, any proposed
purchase of Shares to be made directly or through agents, dealers
or underwriters.
The aggregate proceeds to the Selling Stockholders from the
sale of the Shares offered hereby (the "Offering") will be the
purchase price of the Shares sold less the aggregate agents'
commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by the Company.
The Company will pay all of the expenses of the Offering other
than agents' commissions and underwriters' discounts with respect
to the Shares offered hereby and transfer taxes, if any. The
Company will not receive any proceeds from the sale of the Shares
offered hereby by the Selling Stockholders.
The Selling Stockholders and any agents, dealers or
underwriters that participate with the Selling Stockholders in
the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which case any commissions received by such
agents, dealers or underwriters and any profit on the resale of
the Shares purchased by them may be deemed underwriting
commissions or discounts under the Securities Act. See "Plan of
Distribution" for indemnification arrangements between the
Company and the Selling Stockholders.
<PAGE>
Since the Company's initial public offering in June 1995, it
has paid regular quarterly dividends to holders of its Common
Shares. The Common Shares are listed on the New York Stock
Exchange (the "NYSE") under the symbol "SSS." On August 30,
1996, the reported last sale price of the Common Shares on the
NYSE was $27.00 per share.
See "Risk Factors" beginning of page 3 for certain risk
factors relevant to an investment in the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON
OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
___________________
The date of this Prospectus is September __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "SEC" or the "Commission") a Registration
Statement on Form S-3 under the Securities Act with respect to
the Shares. This Prospectus, which constitutes part of the
Registration Statement, omits certain of the information
contained in the Registration Statement and the exhibits thereto
on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder. The
Registration Statement, including exhibits thereto, may be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the Commission's Regional
Offices at 7 World Trade Center, 13th Floor, New York, New York
10048, and Northwestern Atrium Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and copies may be
obtained at the prescribed rates from the Public Reference
Section of the Commission at its principal office in Washington,
D.C. Although statements contained in this Prospectus as to the
contents of any contract or other document referred to are true
and correct in all material respects, any such statements are not
necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit
to the Registration Statement, each such statement being
qualified in all respects by such reference.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and proxy
statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected
and copied at the locations described above. Copies of such
materials can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. In addition, the
Shares are listed on the NYSE, and such materials can be
inspected and copied at the NYSE, 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with
the Commission pursuant to the Exchange Act are incorporated by
reference in this Prospectus: (i) Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, (ii) Quarterly Reports
on Form 10-Q for the fiscal quarters ended March 31, 1996 and
June 30, 1996, (iii) Current Report on Form 8-K dated July 25,
1996 as amended by the Company's Amended Current Report on
Form 8-K/A dated September 3, 1996, and (iv) the description of
the Company's Common Shares contained in the Company's
Registration Statement on Form 8-A dated June 16, 1995.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
<PAGE>
Offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. The Company will provide, without charge, to
each person to whom a copy of this Prospectus is delivered, at
the request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits thereto,
unless such exhibits are specifically incorporated by reference
into such documents). Written requests for such copies should be
directed to David L. Rogers, Chief Financial Officer, Sovran Self
Storage, Inc, 5166 Main Street, Williamsville, New York 14221.
Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any
subsequently filed document that is incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
RISK FACTORS
An investment in the Company involves various risks. In
addition to the risk factors set forth elsewhere herein,
prospective stockholders should consider the following risk
factors before purchasing the Shares offered hereby:
Uncertainties Relating to Acquisition Properties
During the period commencing with the Company's initial
public offering on June 26, 1995 (the "Initial Offering") and
continuing through August 31, 1996, the Company acquired 45 self-
storage facilities. The Company's strategy is to continue to
grow by acquiring additional self storage facilities.
Acquisitions entail risks that investments will fail to perform
in accordance with expectations and that judgments with respect
to the prices paid for acquired properties and the costs of any
improvements required to bring an acquired property up to
standards established for the market position intended for that
property will prove inaccurate, as well as general investment
risks associated with any new real estate investment.
REAL ESTATE FINANCING RISKS
Credit Line
PaineWebber Real Estate Securities, Inc. ("Lender") provides
a $75 million credit line (the "Credit Line") to fund expansions
and improvements of the Company's self-storage facilities (the
"Properties"), acquisitions of additional facilities and working
capital needs. The Lender has mortgages on certain of the
Properties. Additional Properties, subject to the Lender's
discretion, may from time to time be added as collateral for the
Credit Line. The Credit Line is recourse to the Company and the
limited partnership through which the Company owns the Properties
(the "Partnership"). In addition, the Lender has been granted
collateral assignments of rents from certain
<PAGE>
Properties on which the Lender holds a mortgage. The Credit
Line, except under certain circumstances, limits the Company's
ability to make distributions to its shareholders. If mortgage
payments cannot be made or if there should occur certain other
events of default, the Lender may seek to foreclose on those
assets securing the Credit Line or otherwise exercise its rights
under the assignments of rents, which could have a material
adverse effect on the Company and its ability to make expected
distributions to shareholders and distributions required by the
real estate investment trust ("REIT") provisions of the Internal
Revenue Code of 1986, as amended (the "Code").
Risk of Rising Interest Rates
Indebtedness that the Company incurs under the Credit Line
bears interest at a variable rate. Accordingly, increases in
interest rates could increase the Company's interest expense,
which would adversely affect the Company's cash available for
distribution and its ability to pay expected distributions to
shareholders. The Company may in the future hedge, cap or
otherwise limit its exposure to rising interest rates as
appropriate and cost effective. If borrowings under the Credit
Line exceed $30 million, the Company may be required to make such
arrangements pursuant to the terms of the Credit Line.
Refinancing Risks
It may be necessary for the Company to refinance the Credit
Line through additional debt financing or equity offerings. If
the Company were unable to refinance this indebtedness on
acceptable terms, the Company might be forced to dispose of
certain Properties upon disadvantageous terms, which might result
in losses to the Company and might adversely affect the cash
available for distribution. If prevailing interest rates or
other factors at the time of refinancing result in higher
interest rates on refinancings, the Company's interest expenses
would increase, which would adversely affect the Company's cash
available for distribution and its ability to pay expected
distributions to shareholders.
No Limitations on Debt
The Board of Directors of the Company currently has a policy
of limiting the amount of Company debt at the time of incurrence
to less than 50% of the sum of the market value of the issued and
outstanding Common Shares and the Company's debt at the time such
debt is incurred (such sum is hereinafter referred to as the
Company's "Market Capitalization"); however, the organizational
documents of the Company do not contain any limitation on the
amount or percentage of indebtedness the Company might incur.
Accordingly, the Board of Directors could alter or eliminate the
current policy limitation on borrowing without a vote of the
shareholders. The Company could become highly leveraged if this
policy were changed.
<PAGE>
Self-Storage Industry Risks
The Properties are subject to all operating risks common to
the self-storage industry. These risks include decreases in
demand for rental spaces in a particular locale, changes in
supply of or demand for similar or competing facilities in an
area and changes in market rental rates. There is also risk of
inability to collect rental payments from customers. The
Company's current strategy is to acquire interests only in self-
storage properties. Consequently, the Company will be subject to
risks inherent in investments in a single industry. The
Properties compete with other self-storage properties in their
geographic markets. As a result of competition, the Properties
could experience a decrease in occupancy levels and rental rates,
thereby decreasing the cash available for distribution. The
Company competes in operations and for investment opportunities
with entities that have substantial financial resources.
Competition may reduce the number of suitable investment
opportunities offered to the Company and increase the bargaining
power of property owners seeking to sell. The self-storage
industry has at times experienced overbuilding in response to
perceived increases in demand. A recurrence of such overbuilding
might cause the Company to experience a decrease in occupancy,
limit the Company's ability to increase rents and, compel the
Company to offer discounted rents.
Real Estate Investment Risks
General Risks
The Company's investments are subject to varying degrees of
risk generally incident to the ownership of real property. The
underlying value of the Company's real estate investments and the
Company's income and ability to make distributions to its
shareholders is dependent upon the Company's ability to operate
the Properties in a manner sufficient to maintain or increase
cash available for distribution. Income from the Properties may
be adversely affected by adverse changes in national economic
conditions; adverse changes in local market conditions due to
changes in general or local economic conditions and neighborhood
characteristics; competition from other self-storage properties;
changes in interest rates and in the availability, cost and terms
of mortgage funds; the impact of present or future environmental
legislation and compliance with environmental laws; the ongoing
need for capital improvements, particularly in older facilities;
changes in real estate tax rates and other operating expenses;
adverse changes in governmental rules and fiscal policies;
uninsured losses resulting from casualties associated with civil
unrest, acts of God, including natural disasters, and acts of
war; adverse changes in zoning laws; and other factors which are
beyond the control of the Company.
Illiquidity of Real Estate May Limit its Value
Real estate investments are relatively illiquid. The
ability of the Company to vary its portfolio in response to
changes in economic and other conditions is limited. There can
<PAGE>
be no assurance that the Company will be able to dispose of a
property when it finds disposition advantageous or necessary or
that the sale price of any disposition will recoup or exceed the
amount of the Company's investment.
Uninsured and Underinsured Losses Could Result in Loss of Value
of Properties
There are certain types of losses, generally of a
catastrophic nature, that may be uninsurable or not economically
insurable, as to which the Properties are at risk in their
particular locales. The Company's management uses its discretion
in determining amounts, coverage limits and deductibility
provisions of insurance, with a view to acquiring appropriate
insurance on the Company's investments at a reasonable cost and
on suitable terms. This may result in insurance coverage that in
the event of a substantial loss would not be sufficient to pay
the full current market value or current replacement cost of the
Company's lost investment. Inflation, changes in building codes
and ordinances, environmental considerations, and other factors
also might make it infeasible to use insurance proceeds to
replace a Property after it has been damaged or destroyed. Under
such circumstances, the insurance proceeds received by the
Company might not be adequate to restore its economic position
with respect to such Property.
Possible Liability Relating to Environmental Matters
Under various federal, state, and local environmental laws,
ordinances and regulations, a current or previous owner or
operator of real property may be liable for the costs of removal
or remediation of hazardous or toxic substances on, under or in
such property. Such laws often impose liability whether or not
the owner or operator caused or knew of the presence of such
hazardous or toxic substances and whether or not the storage of
such substances was in violation of a tenant's lease. In
addition, the presence of hazardous or toxic substances, or the
failure to remediate such property, may adversely affect the
owner's ability to borrow using such real property as collateral.
In connection with the ownership of the Properties, the Company
may be potentially liable for any such costs.
Americans with Disabilities Act
The Americans with Disabilities Act of 1990 ("ADA")
generally requires that buildings he made accessible to persons
with disabilities. A determination that the Company is not in
compliance with the ADA could result in imposition of fines or an
award of damages to private litigants. If the Company were
required to make modifications to comply with the ADA, the
Company's results of operations and ability to make expected
distributions to its shareholders could be adversely affected.
<PAGE>
Limitations on Ability to Change Control
Limitation on Ownership of Shares
In order to maintain its qualification as a REIT, not more
than 50% in value of the Company's outstanding shares of stock
may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code) (the "Five or Fewer Test").
The Company's Articles of Incorporation limit ownership of the
issued and outstanding Common Shares by any single shareholder
(directly or by virtue of the attribution provisions of the Code)
to 9.8% of the aggregate value of the Company's outstanding
stock, except that ownership by certain entities is limited to
15% (the "Ownership Limit"). The Ownership Limit may (i) have
the effect of precluding acquisition of control of the Company by
a third party without consent of the Board of Directors even if a
change in control were in the interest of stockholders, and
(ii) limit the opportunity for stockholders to receive a premium
for their Common Shares that might otherwise exist if an investor
were attempting to assemble a block of Common Shares in excess of
9.8% or 15%, as the case may be, of the outstanding shares of
beneficial interest of the Company or to otherwise effect a
change of control of the Company. The Board of Directors, in its
sole discretion, may waive the Ownership Limit if it is satisfied
that ownership by such stockholders in excess of such limits will
not jeopardize the Company's status as a REIT or in the event it
determines that it is no longer in the best interests of the
Company to be a REIT. A transfer of Common Shares to a person
who, as a result of the transfer, violates the Ownership Limit
may not be effective under some circumstances.
Other Limitations
Certain other limitations could have the effect of
discouraging a takeover or other transaction in which holders of
some, or a majority, of the outstanding Common Shares might
receive a premium for their Common Shares over the then
prevailing market price or which such holders might believe to be
otherwise in their best interest. The issuance of preferred
stock could have the effect of delaying or preventing a change in
control of the Company even if a change in control were in the
stockholders' interest. In addition, the Maryland General
Corporation Law (the "MGCL") imposes certain restrictions and
requires certain procedures with respect to the acquisition of
certain levels of share ownership and business combinations,
including combinations with interested stockholders. These
provisions of the MGCL could have the effect of delaying or
preventing a change in control of the Company even if a change in
control were in the stockholders' interest. In addition, under
the Partnership's agreement of limited partnership, in general
the Company may not merge, consolidate or engage in any
combination with another person or sell all or substantially all
of its assets unless such transaction includes the merger of the
Partnership, which requires the approval of the holders of 75% of
the limited partnership interests thereof.
<PAGE>
Tax Risks
Adverse Consequences of Failure to Qualify as a REIT
The Company intends to operate so as to qualify as a REIT
under the Code. Qualification as a REIT involves the application
of highly technical and complex Code provisions for which there
are only limited judicial and administrative interpretations.
Continued qualification as a REIT depends upon the Company's
continuing ability to meet various requirements concerning, among
other things, the ownership of the outstanding stock, the nature
of its assets, the sources of its income, and the amount of its
distributions to its shareholders.
If the Company were to fail to qualify as a REIT in any
taxable year, the Company would not be allowed a deduction for
distributions to shareholders in computing its taxable income and
would be subject to Federal income tax (including any applicable
alternative minimum tax) on its taxable income at regular
corporate rates. Unless entitled to relief under certain Code
provisions, the Company also would be ineligible for
qualification as a REIT for the four taxable years following the
year during which qualification was lost. As a result,
distributions to the shareholders would be reduced for each of
the years involved. Although the Company currently intends to
operate in a manner designed to qualify as a REIT, it is possible
that future economic, market, legal, tax or other considerations
may cause the Board of Directors to revoke the REIT election.
Effect of Market Interest Rates on Price of Shares
One of the factors that may influence the price of the
Common Shares in public trading markets is the annual yield on
Common Shares as compared to yields on other financial
instruments. Thus, an increase in market interest rates will
result in higher yields on other financial instruments, which
could adversely affect the market price of the Common Shares.
Legal Proceeding
Robert J. Amsdell, a former business associate of certain
officers and directors of the Company, including Robert J. Attea,
Charles E. Lannon, Kenneth F. Myszka and David L. Rogers, filed a
lawsuit against the Company on June 13, 1995 in the United States
District Court for the Northern District of Ohio in connection
with the formation of the Company as a REIT and related
transactions, as well as the Initial Offering. On April 29,
1996, Mr. Amsdell filed a first amended complaint in the lawsuit
alleging breach of fiduciary duty, breach of contract, breach of
general partnership/joint venture arrangement, statutory
violations regarding dissolution of general partnership or joint
venture, breach of duty of good faith and fair dealing, fraud and
deceit, interference with prospective advantage, and violation of
trademark/tradename rights. Mr. Amsdell is seeking money damages
in excess of $15 million, as well as punitive damages and
declaratory and injunctive relief (including the imposition of a
constructive trust on assets of the Company in which Mr. Amsdell
<PAGE>
claims to have a continuing interest) and an accounting. The
first amended complaint also added Messrs. Attea, Lannon, Myszka
and Rogers as additional defendants. The parties are currently
involved in discovery. The Company intends to vigorously defend
the lawsuit. Messrs. Attea, Lannon, Myszka and Rogers have
agreed to indemnify the Company for any loss arising from the
lawsuit. The Company believes that the actual amount of Mr.
Amsdell's recovery in this matter, if any, would be within the
ability of these individuals to provide indemnification. The
Company does not believe that the lawsuit will have a material
adverse effect upon the Company.
Shares Available for Future Sale
Sales of substantial amounts of the Company's securities by
the Company (including Common Shares issued upon the exercise of
stock options), or the perception that such sales could occur,
could adversely affect prevailing market prices for the Common
Shares. On July 25, 1996 the Company filed a registration
statement with the SEC which permits the Company to offer from
time to time securities (including Common Shares, preferred stock
("Preferred Shares") and debt securities) with an aggregate
offering price of $150 million. On September 5, 1996, the
Company announced plans to sell up to 3,162,500 Common Shares
pursuant to such shelf registration statement. In addition,
480,000 Common Shares are owned by the Company's founders who
have agreed not to offer, sell, contract to sell or otherwise
dispose of any Common Shares (or any securities convertible into
or exercisable for Common Shares) until two years after the date
of the Initial Offering, without the prior written consent of
PaineWebber Incorporated. The Company has granted to the
founders certain registration rights with respect to sales of
such Common Shares after such period. In addition, 400,000
Common Shares are reserved for issuance to employees and
directors pursuant to the Sovran Self Storage, Inc. 1995 Award
and Option Plan (the "1995 Option Plan") and 50,000 Common Shares
are reserved for issuance to Independent Directors pursuant to
the 1995 Sovran Self Storage, Inc. Directors' Stock Option Plan
(the "Directors' Option Plan"). As of July 31, 1996, Options to
purchase 268,000 Common Shares have been granted under the 1995
Option Plan and the Directors' Option Plan to certain Company
employees and directors. Future grants of options will be made
by the Compensation Committee of the Company's Board of
Directors.
THE COMPANY
General
Sovran Self Storage, Inc. is a self-administered and self-
managed real estate investment trust organized as a corporation
under Maryland law on April 19, 1995. The Company was formed
through the transfer for cash on June 26, 1995 of 62 Properties
previously owned by limited partnerships of which the Company was
the general partner, and the simultaneous acquisition of
12 additional Properties from unrelated third parties, in
connection with the consummation of the Company's Initial
Offering and related transactions. The Company has since
<PAGE>
acquired additional Properties from unrelated third parties. As
of August 31, 1996, the Company owned and operated a total of 107
self-storage Properties, consisting of approximately 5.6 million
net rentable square feet, situated in the Eastern United States
and Texas, in 15 states. As of August 31, 1996, the occupancy
level of the Properties was 90.3%.
The Company seeks to increase cash flow and enhance
stockholder value through aggressive management of the Properties
and selective acquisition of new self-storage properties.
Aggressive property management entails increasing rental
payments, increasing occupancy levels, strictly controlling
costs, maximizing collections, strategically expanding and
improving its Properties and, should economic conditions warrant,
developing new properties. The Company believes that there will
continue to be significant opportunities for growth through
acquisitions, and constantly seeks to acquire self-storage
properties located primarily in the Eastern United States that
are susceptible to realization of increased economies of scale
and enhanced performance through the application of the Company's
management expertise.
The Company's principal executive offices are located at
5166 Main Street, Williamsville, New York 14211, and its
telephone number is (716) 633-1850. The Company also maintains a
regional office in Atlanta, Georgia.
Shelf Offering
On July 25, 1995 the Company filed with the SEC a
registration statement pursuant to the Securities Act which
permits the Company to offer from time to time Common Shares,
preferred stock and debt securities of the Company with an
aggregate public offering price of $150 million. On September 5,
1996, the Company announced plans to sell up to 3,162,500 Common
Shares pursuant to such shelf registration statement. The
amounts, prices and other terms of any future offering will be
determined by the Company at the time of the offering. The
Company anticipates that the proceeds of any such offering,
including the recently announced offering of Common Shares, will
be used for working capital purposes, to fund the Company's
acquisition program and to repay indebtedness. Sales of
substantial amounts of securities (including Common Shares,
Preferred Shares and debt securities), or the perception that
such sales could occur, could adversely affect the prevailing
market price of the Common Shares. See "Risk Factors - Shares
Available for Future Sale."
SELLING STOCKHOLDERS
The following table sets forth certain information with
respect to the Selling Stockholders, including the number of
Common Shares beneficially owned by each Selling Stockholder and
the number of Shares registered hereby. There can be no
assurance that all or any of the Shares offered hereby will be
sold. If any Shares are sold, each Selling Stockholder will
receive all of the net proceeds from the sale of his, her or its
respective Shares offered hereby.
<PAGE>
Number Of Shares Number Of Shares
Name Beneficially Owned Registered Hereby
Richard and Joan Anastasi 2,000 2,000
Leslie G. Arries, Jr. 2,083 2,083
Glenn W. Arthurs 4,736 4,736
Jennifer Terrell Ballachino 1,123 1,123
Joseph J. Barrato 1,100 1,100
Batavia Metal Products Corp. 3,125 3,125
Shantikumar Bedmutha, M.D. and
Shobha Bedmutha 1,301 1,301
Jeanne A. Belanger 1,100 1,100
John A. and Florence B. Bellanti
John A. Bellanti
Florence B. Bellanti 25,000 25,000
Steven Berkman IRA Rollover 3,100 3,100
Eric H. and Audrey L. Bestehorn 1,042 1,042
Michael N. Block, Esq. 5,000 5,000
Bruce T. Bowling, MD 1,041 1,041
James F. Buckley Rev. Tr. 2,083 2,083
Joseph E. Buran, Jr., MD 2,668 2,668
Park Avenue Associates in
Radiology PC, Money
Purchase Pension Plan FBO
Lawrence Cadkin, M.D. 4,166 4,166
Victor Caroli IRA Rollover 3,490 3,490
George F. and Julie H. Carroll 1,041 1,041
C. James Chen, M.D. and
Meg C. Chen 1,041 1,041
Jeremy V. Cohen, Esq. 1,041 1,041
Peter M. Cohen 1,698 1,698
Judith M. Cordover 1,041 1,041
J. Richard Cunningham, M.D. 1,041 1,041
Harlow M. Davis, Jr. 2,000 2,000
Robert J. Deutschlander 1,041 1,041
Samuel S. and Arden S. Dick 1,050 1,050
Dolores DiMiceli 10,132 10,132
John S. DiMiceli 2,085 2,085
David Dreyfuss, M.D. 1,041 1,041
Surgical Associates PC Pension
Plan FBO
David C. Dreyfuss, M.D. 1,123 1,123
David J. and Barbara V. Elias 1,041 1,041
Victor Elinoff, M.D. and
Cynthia Elinoff 1,041 1,041
Stephen C. Elkin 1,100 1,100
Richard J. Engl 1,041 1,041
Jane H. Fentries 1,500 1,500
Whitworth Ferguson, Jr. 2,000 2,000
Dorothy T. Ferguson 1,100 1,100
Ferguson Electric Prof.
Sharing Plan 2,240 2,240
The Ferguson Foundation, Inc. 2,240 2,240
(1) No Selling Stockholder owns one percent or more of the
Common Shares.
<PAGE>
Park Avenue Associates in
Radiology, P.C.
Money Purchase Plan FBO
Ronaldo Fernandez, M.D. 1,902 1,902
Flaherty, Cohen, Grande,
Randazzo & Doren, P.C.
Deferred Profit Sharing Plan 7,291 7,291
Robert P. Fries 1,641 1,641
Anthony P. Gammie(2) 12,932 12,932
Nora D. Gevlin 1,500 1,500
Alfred F. Gorick, Sr.
Grantor Trust 1,250 1,250
Herbert J. Heimerl, Jr., Esq. 4,166 4,166
High Yield Fund, L.P.(3) 20,225 20,225
Gerald E. Hilger 1,700 1,050
Richard H. Hitchcock 1,041 1,041
Robert P. Hodson, DDS 4,166 4,166
Henry T. Hoffman 1,100 1,100
Merill Lynch ACF
Henry T. Hoffman IRA
Henry Hoffman IRA 1,100 1,100
Barry G. Hoffman 3,125 3,125
Stanley D. Hoffman, M.D. 13,468 13,468
Stanley D. Hoffman, MD
PC Profit Sharing Plan 2,247 2,247
Michael H. and Nancy E.
Houlihan 4,494 4,494
Robert R. Irish 1,041 1,041
Marcia J. Irish 1,041 1,041
Fredrick A. Isaacs, M.D. and
Caryn J. Isaacs 1,041 1,041
Anuradha J. Kale 1,041 1,041
Kancha Inc. Pension &
Profit Sharing Plan,
Robert Caroli Trustee 1,041 1,041
Robert S. Keitel 2,000 2,000
Toby D. Kinerk 4,166 4,166
Peter King Enterprises Profit
Sharing Plan, Inc. 2,247 2,247
Carl E. Kirst 2,083 2,083
Donald D. Kirst 2,500 2,500
Kenneth Kirst 3,125 3,125
Sally E. Kleeberg 1,206 1,206
Dorothy Kobrin 1,500 1,500
Paul J. Koessler 2,083 2,083
Paul Koessler Residual Trust 8,333 8,333
Paul J. Koessler, Jr. Trust,
U/A Dated 1/11/91 4,166 4,166
The Paul J. Koessler
Foundation, Inc. 2,083 2,083
John W. Koessler, Jr. 4,166 4,166
John W. Koessler, III 4,166 4,166
(2) Anthony P. Gammie is a member of the Company's Board of
Directors.
(3) John Burns, a member of the Company's Board of Directors, is
the President of the general partner of High Yield Fund, L.P.
<PAGE>
Helmut G. Kramer, M.D. and
Elizabeth S. Kramer 1,047 1,047
Lawrence R. and Jacqueline L.
Kuhnert 5,000 5,000
Penny Lee Kuzmeskus 1,041 1,041
James Gregory Kuzmeskus 1,041 1,041
Herbert P. Ladds, Jr. 1,256 1,256
Matthew J. Landfried, M.D. 1,100 1,100
Shashikant B. Lele, M.D. and
Amol S. Lele, M.D. 1,041 1,041
Phillip R. Lenard 1,041 1,041
David H. Lisi, M.D. 2,000 2,000
Thomas A. Lombardo, Jr.,
M.D., P.C. 1,348 1,348
First Interstate Bank ACF,
Allan Lyons IRA 2,000 2,000
David B. Lyon 2,000 2,000
Lewis D. McCauley 2,083 2,083
Kenneth G. McCreadie 2,000 2,000
Richard D. McDonough 1,331 1,331
Scott L. McFarland 12,939 12,939
Kevin M. McGovern 2,500 2,500
Dr. David G. McMaster 2,500 2,500
Barbara C. McMaster 3,750 3,750
Robert L. Montgomery, Jr. 3,125 3,125
Douglas B. Moreland, M.D. 2,498 1,123
Lawrence C. Moss 4,166 4,166
Joseph B. Neiman, M.D. 12,040 12,040
Luciano Nicasio 2,247 2,247
Young K. Paik, M.D. and
Orhee Paik 2,513 2,513
Pratima B. Patel 2,085 2,085
Carol C. Pope 2,100 2,100
Robert Pope 2,100 2,100
First Interstate Bank
ACF Robert Pope, IRA 2,575 2,575
First Interstate Bank
ACF Robert Pope, IRA 4,840 4,840
Roy Quarve, C.P.A. 1,100 1,100
Virginia Rainstein 1,041 1,041
Peter C. and Beverly A. Rasch 3,125 3,125
John H. and Nora E. Ring 1,041 1,041
Riverside Chemical Co., Inc.
Deferred Profit Sharing Plan 3,125 3,125
Sylvia L. Rosen Trust
U/A/D 4/8/85
FBO Sylvia L. Rosen 1,041 1,041
Robert P. and Susan W. Russ 1,121 1,121
Robert P. Russ 951 951
Joseph L. Russo 4,166 4,166
James L. Rycyna, M.D. 1,041 1,041
Paul F. Santandreu 2,083 2,083
Charles L. Scheeler 1,123 1,123
Madhukar A. Shanbhag, M.D. and
Vilasini M. Shanbhag, M.D. 5,618 5,618
Sadashiv S. Shenoy, M.D. and
Lata Shenoy, D.D.S. 1,041 1,041
<PAGE>
Sadashiv S. Shenoy, M.D. 1,041 1,041
First Interstate Bank ACF,
Sadashiv Shenoy, IRA 1,123 1,123
Peter E. Shields, M.D. and
Connie J. Shields, Ph.D. 2,243 2,243
Peter E. Shields, M.D. 1,902 1,902
Morton H. and Joan C. Stovroff 3,320 3,320
Rose L. Strauss 1,041 1,041
Donald W. Strong, IRA Rollover 12,500 12,500
Strong Family Trust 8,333 8,333
Park Avenue Associates in
Radiology PC, Money Purchase
Pension Plan FBO Russell
Tarner M.D. 2,243 2,243
Russell J. Tarner, M.D. 12,500 12,500
Richard R. Tesmer, Jr. 1,041 1,041
Stanley R. and Patricia M.
Tomaka 1,500 1,500
E. Roger Tunmore 1,041 1,041
Karen E. Vesper 1,200 1,200
Philip J. and Irene M. Warner 5,882 5,882
T. Paul Weiksnar 2,500 2,500
Leroy H. Wilcox 2,000 2,000
Patrick M. Williamson 5,000 5,000
Peter M. Williamson 1,500 1,500
First Interstate Bank ACF,
Dennis Winiecki IRA 1,325 1,325
Michael G. Wolfgang 1,641 1,641
M. Bashar Yousuf, M.D. and
Geralyn Yousuf 2,083 2,083
Frank Zachary 1,100 1,100
The Selling Stockholders were, until the closing of the
Initial Offering, limited partners in one or more of the 28
limited partnerships of which the Company was general partner and
from which 62 of the Properties were acquired.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from this
Offering. The Shares offered hereby may be sold from time to
time on the NYSE on terms to be determined at the time of such
sales. The Selling Stockholders may also make private sales
directly or through a broker or brokers. Alternatively, the
Selling Stockholders may from time to time offer Shares to or
through underwriters, dealers or agents, who may receive
compensation in the form of discounts and commissions; such
compensation, which may be in excess of ordinary brokerage
commissions, may be paid by the Selling Stockholders and/or the
purchasers of the Shares offered hereby for whom such
underwriters, dealers or agents may act. The Selling
Stockholders and any dealers or agents that participate in the
distribution of the Shares offered hereby may be deemed to be
"underwriters" as defined in the Securities Act, and any profit
on the sale of such Shares offered hereby by them and any
discounts, commissions or concessions received by any such
<PAGE>
dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act. The aggregate proceeds
to the Selling Stockholders from sales of the Shares offered by
the Selling Stockholders hereby will be the purchase price of
such Shares less any broker's commissions.
To the extent required, the specific Shares to be sold, the
names of the Selling Stockholders, the respective purchase prices
and public offering prices, the names of any such agent, dealer
or underwriter, and any applicable commissions or discounts with
respect to a particular offer will be set forth in an
accompanying Prospectus Supplement
The Shares offered hereby may be sold from time to time in
one or more transactions at a fixed offering price, which may be
changed, at varying prices determined at the time of sale or at
negotiated prices.
In order to comply with the securities laws of certain
states, if applicable, the Shares offered hereby will be sold in
such jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states Shares may not be sold
unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or
qualification requirement is available and the Company has
complied with such requirements.
Under applicable rules and regulations under the Exchange
Act, any person engaged in the distribution of the Common Shares
offered hereby may not simultaneously engage in market making
activities with respect to the Common Shares for a period of two
business days prior to the commencement of such distribution. In
addition, and without limiting the foregoing, the Selling
Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including,
without limitation, Rules 10b-2, 10b-6 and 10b-7, which may limit
the timing of purchases and sales by the Selling Stockholders.
The Company will pay substantially all the expenses incurred
by the Selling Stockholders and the Company incident to the
Offering and sale of the Shares to the public, but excluding any
underwriting discounts, commissions or transfer taxes.
The Company has agreed to indemnify the Selling Stockholders
against certain liabilities, including liabilities under the
Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company, the Company has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
DESCRIPTION OF CAPITAL STOCK
The description of the Company's capital stock set forth
below does not purport to be complete and is qualified in its
entirety by reference to Maryland law, the Company's Amended and
<PAGE>
Restated Articles of Incorporation (the "Articles of
Incorporation") and Bylaws (the "Bylaws").
General
Under the Articles of Incorporation, the Company has the
authority to issue up to 110,000,000 shares of stock, consisting
of 100,000,000 Common Shares, par value $.01 per share, and
10,000,000 Preferred Shares, par value $.01 per share. Under
Maryland law, shareholders generally are not responsible for the
corporation's debts or obligations.
Common Shares
All Shares offered hereby are Common Shares and are duly
authorized, fully paid and nonassessable. Subject to the
preferential rights of any other shares or series of stock,
holders of Common Shares are entitled to receive dividends on
Common Shares if, as and when authorized and declared by the
Board of Directors of the Company, out of assets legally
available therefor and to share ratably in the assets of the
Company legally available for distribution to its shareholders in
the event of its liquidation, dissolution or winding-up after
payment of, or adequate provision for, all known debts and
liabilities of the Company.
Each outstanding Common Share entitles the holder to one
vote on all matters submitted to a vote of stockholders,
including the election of directors, and, except as otherwise
required by law or except as provided with respect to any other
class or series of stock, the holders of Common Shares will
possess exclusive voting power. There is no cumulative voting in
the election of directors, which means that the holders of a
majority of the outstanding Common Shares can elect all of the
directors then standing for election, and the holders of the
remaining Common Shares will not be able to elect any directors.
Holders of Common Shares have no conversion, sinking fund or
redemption rights, or preemptive rights to subscribe for any
securities of the Company. All Common Shares have equal
dividend, distribution, liquidation and other rights, and will
have no preference, appraisal or exchange rights.
The Company's current practice is to furnish its
shareholders with annual reports containing audited consolidated
financial statements and an opinion thereon expressed by an
independent public accounting firm and quarterly reports for the
first three quarters of each fiscal year containing unaudited
financial information.
Pursuant to the MGCL, a corporation generally cannot
dissolve, amend its articles of incorporation, merge, sell all or
substantially all of its assets, engage in a share exchange or
engage in similar transactions outside the ordinary course of
business unless approved by the affirmative vote of shareholders
holding at least two-thirds of the shares entitled to vote on the
matter unless a lesser percentage (but not less than a majority
<PAGE>
of all of the votes to be case on the matter) is set forth in the
corporation's articles of incorporation. The Company's Articles
of Incorporation do not provide for a lesser percentage in such
situations.
The transfer agent and registrar for the Common Shares is
American Stock Transfer and Trust Company.
Preferred Shares
Preferred Shares may be issued from time to time, in one or
more series, as authorized by the Board of Directors. Prior to
issuance of shares of each series, the Board of Directors is
required by the MGCL and the Company's Articles of Incorporation
to fix for each series, the terms, preferences, conversion of
other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms or
conditions of redemption, as are permitted by Maryland law. Such
rights, powers, restrictions and limitations could include the
rights to receive specified dividend payments and payments on
liquidation prior to any such payments being made to the holders
of some, or a majority, of the Common Shares. The Board of
Directors could authorize the issuance of Preferred Stock with
terms and conditions that could have the effect of discouraging a
takeover or other transaction that holders of Common Shares might
believe to be in their best interests or in which holders of
some, or a majority, of shares of Common Shares might receive a
premium for their shares over the then market price of such
shares.
Restrictions on Transfer
For the Company to qualify as a REIT under the Code, among
other things, not more than 50% in value of its outstanding
capital stock may be owned, directly or indirectly, by five or
fewer individuals (defined in the Code to include certain
entities) during the last half of a taxable year (other than the
first year) (the "Five or Fewer Test"), and such shares of
capital stock must be beneficially owned by 100 or more persons
during at least 335 days of a taxable year of 12 months (other
than the first year) or during a proportionate part of a shorter
taxable year. The Articles of Incorporation, subject to certain
exceptions, provide that no holder may own, or be deemed to own
by virtue of the attribution provisions of the Code, shares of
the Company's capital stock in excess of the Ownership Limit.
Any transfer of shares of capital stock or any security
convertible into shares of capital stock that would create a
direct or indirect ownership of shares of capital stock in excess
of the Ownership Limit or that would result in the
disqualification of the Company as a REIT, including any transfer
that results in the shares of capital stock being owned by fewer
than 100 persons or results in the Company being "closely held"
within the meaning of Section 856(h) of the Code shall be null
and void, and the intended transferee will acquire no rights to
the shares of capital stock. The foregoing restrictions on
transferability and ownership will not apply if the Board of
Directors determines that it is no longer in the best interests
<PAGE>
of the Company to attempt to qualify, or to continue to qualify,
as a REIT. The Board of Directors may, in its sole discretion,
waive the Ownership Limit if evidence satisfactory to the Board
of Directors and the Company's tax counsel is presented that the
changes in ownership will not then or in the future jeopardize
the Company's REIT status.
Capital stock owned, or deemed to be owned, or transferred
to a stockholder in excess of the Ownership Limit or that causes
the Company to be treated as "closely-held" under Section 856(h)
of the Code or is otherwise not permitted as provided above, will
be designated shares in trust ("Shares in Trust") that will be
transferred, by operation of law, to a person unaffiliated with
the Company designated by the Board of Directors as trustee (the
"Trustee") of a trust (the "Share Trust") for the benefit of one
or more charitable organizations. Shares in Trust will remain
issued and outstanding Common or Preferred Shares of the Company
and will be entitled to the same rights and privileges as all
other shares of the same class or series. The Trustee will
receive all dividends and distributions on the Shares in Trust
for the Share Trust and will hold such dividends or distributions
in trust for the benefit of one or more designated charitable
beneficiaries. The Trustee will vote all Shares in Trust. Any
vote cast by the proposed transferee in respect of the Shares in
Trust prior to the discovery by the Company that such shares have
been transferred to the Share Trust shall be rescinded and shall
be void ab initio. Any dividend or distribution paid to a
proposed transferee or owner of Shares in Trust prior to the
discovery by the Company that such shares have been transferred
to the Share Trust will be required to be repaid upon demand to
the Trustee for the benefit of one or more charitable
beneficiaries. The Trustee may, at any time the Shares in Trust
are held in the Share Trust, transfer the interest in the Share
Trust representing the Shares in Trust to any person whose
ownership of the shares of capital stock designated as Shares in
Trust would not violate the Ownership Limit, or otherwise result
in the disqualification of the REIT, as described above, and
provided such permitted transferee purchases such shares for
valuable considerations. Upon such sale, the proposed original
transferee will receive the lesser of (i) the price paid by the
original transferee shareholder for the shares of capital stock
that were transferred to the Share Trust, or if the original
transferee shareholder did not give value for such shares (e.g.,
the capital stock was received through a gift, devise or other
transaction), the average closing price for the class of shares
from which such shares of Shares in Trust were designated for the
ten days immediately preceding such sale or gift and (ii) the
price received by the Trustee from such sale. Any amounts
received by the Trustee in excess of the amounts paid to the
proposed transferee will be distributed to one or more charitable
beneficiaries of the Share Trust. If the foregoing transfer
restrictions are determined to be void or invalid by virtue of
any legal decision, statute, rule or regulation, then the
intended transferee of shares held in the Share Trust may be
deemed, at the option of the Company, to have acted as an agent
on behalf of the Company in acquiring the Shares in Trust and to
hold the Shares in Trust on behalf of the Company.
<PAGE>
In addition, the Company has the right, for a period of 90
days during the time any shares of Shares in Trust are held by
the Trustee, to purchase all or any portion of the Shares in
Trust from the Trust at the lesser of (i) the price initially
paid for such shares by the original transferee-shareholder, or
if the original transferee-shareholder did not give value for
such shares (e.g., the shares were received through a gift,
device or other transaction), the average closing price for the
class of stock from which such Shares in Trust were designated
for the ten days immediately preceding such sale or gift, and
(ii) the average closing price for the class of shares form which
such Shares in Trust were designated for the ten trading days
immediately preceding the date the Company elects to purchase
such shares. The 90-day period begins on date of the violative
transfer if the original transferee-shareholder gives notice to
the Company of the transfer or, if no such notice is given, the
date the Board of Directors determines that a violative transfer
has been made.
All certificates representing shares of stock of the Company
bear a legend referring to the restrictions described above.
Each stockholder shall upon demand be required to disclose
to the Company in writing any information with respect to the
direct, indirect and constructive ownership of capital stock as
the Board of Directors deems necessary to comply with the
provisions of the Code applicable to REITs, to comply with the
requirements of any taxing authority or governmental agency or to
determine any such compliance.
The Ownership Limit may have the effect of precluding
acquisition of control of the Company.
LEGAL MATTERS
Phillips, Lytle, Hitchcock, Blaine & Huber, Buffalo, New
York, will pass upon certain legal matters for the Company.
Phillips, Lytle, Hitchcock, Blaine & Huber has in the past
represented and is presently representing the Company in certain
other matters. Robert J. Attea, Chairman of the Board of the
Company, is the brother of a partner of Phillips, Lytle,
Hitchcock, Blaine & Huber. Several partners of Phillips, Lytle,
Hitchcock, Blaine & Huber own Common Shares. Phillips, Lytle,
Hitchcock, Blaine & Huber will rely upon the opinion of Hogan &
Hartson, L.L.P., Washington, D.C., as to all matters of Maryland
law.
EXPERTS
The financial statements and schedules thereto incorporated
by reference in this Prospectus or elsewhere in the registration
statement, to the extent and for the periods indicated in their
reports, have been audited by Ernst & Young, LLP, independent
accountants, and are incorporated herein in reliance upon the
authority of such firm as experts in giving said reports.
<PAGE>
=================================================================
No person has been authorized in connection with the
offering made hereby to give any information or to make any
representation not contained in this Prospectus and, if given or
made, such information or representation must not be relied upon
as having been authorized by the Company, any Selling Stockholder
or any other person. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to any person or by anyone in any
jurisdiction in which it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any
implication that the information contained herein is correct as
of any date subsequent to the date
hereof.
__________________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
Risk Factors 3
The Company 9
Selling Stockholders 10
Plan of Distribution 13
Description of Capital Stock 14
Legal Matters 17
Experts 17
===============================================================
<PAGE>
=================================================================
422,171 Shares
Sovran Self Storage, Inc.
Common Stock
______________
PROSPECTUS
______________
September __, 1996
=================================================================
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and
distribution of the securities being registered are set forth in
the following table:
Registration fee $ 3,785
Blue Sky fees and expenses $ 2,000
Legal fees and expenses $10,000
Miscellaneous $ 1,000
______
Total $16,785
All expenses in connection with the issuance and
distribution of the securities being offered will be borne by the
Company.
Item 15. Indemnification of Directors and Officers.
The Registrant's Directors and officers are and will be
indemnified under the Articles of Incorporation and Bylaws of the
Registrant against certain liabilities. The Articles of
Incorporation requires the Registrant to indemnify its Directors
and officers, among others, against claims and liabilities and
reasonable expenses actually incurred by them in connection with
any claim or liability by reason of their services in those or
other capacities unless it is established that the act or
omission of the Director or officer was material to the matter
giving rise to the proceeding and was committed in bad faith or
was the result of active and deliberate dishonesty or the
Director or officer actually received an improper personal
benefit or, in the case of any criminal proceeding, the Director
or officer has reasonable cause to believe that the act or
omission was unlawful.
The Registrant has entered into indemnification agreements
with each of its senior executive officers and Directors. The
indemnification agreements require, among other matters, that the
Registrant indemnify such officers and Directors to the fullest
extent permitted by law and advance to such officers and
Directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted.
Under these agreements, the Registrant must also indemnify and
advance all expenses incurred by officers and Directors seeking
to enforce their rights under the indemnification agreements and
may cover Directors and officers under the Registrant's
directors' and officers' liability insurance. Although the form
of indemnification agreement offers substantially the same scope
of coverage afforded by law, it provides additional assurance to
Directors and officers that indemnifications will be available
because, as a contract, it cannot be modified unilaterally in the
future by the Board of Directors or the stockholders to eliminate
the rights it provides.
<PAGE>
It is the position of the Commission that indemnification of
directors and officers for liabilities under the Securities Act
is against public policy and unenforceable pursuant to Section 14
of the Securities Act.
As permitted by Maryland Law, the Articles of Incorporation
provides that a Director or officers of the Company shall not be
liable for monetary damages of the Company or its shareholders
for any act or omission in the performance of his duties, except
to the extent that (1) the person actually received an improper
benefit or (2) the person's action or failure to act was the
result of active and deliberate dishonesty and was material to
the cause of action adjudicated.
Item 16. Exhibits.
Exhibit No. Description
4.1 Registration Rights Agreement between the Company and
the Selling Stockholders (incorporated herein by
reference to Exhibit 10.14 to the Company's
Registration Statement on Form S-11 Registration Number
33-91422, dated June 20, 1995).
5.1 Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber
as to the legality of the securities being registered.
5.2 Opinion of Hogan & Hartson L.L.P. as to all matters of
Maryland law.
23.1 Consent of Ernst & Young, LLP, Independent Accountants.
23.2 Consent of Phillips, Lytle, Hitchcock, Blaine & Huber
(included in Exhibit 5.1 hereto)
23.3 Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5.2 hereto)
*24.1 Powers of Attorney
*Previously filed.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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.
(iii) To include any material information with
respect to the plan of distribution not previously
<PAGE>
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) herein 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 Section 15(d) of
the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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; and
(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.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the 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 offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised
that in the opinion of the Commission such
indemnification is against public policy as expressed
in the Securities 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 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
Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Sovran Self Storage, Inc. 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 Buffalo, New York, on
the 17th day of September, 1996.
Sovran Self Storage, Inc.
By: /s/ Kenneth F. Myszka
Kenneth F. Myszka, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Robert J. Attea* Chairman of the Board of September 17, 1996
Robert J. Attea Directors
/s/ Kenneth F. Myszka President, Chief Executive September 17, 1996
Kenneth F. Myszka Officer and Director (Principal
Executive Officer)
/s/ David L. Rogers Chief Financial Officer September 17, 1996
David L. Rogers (Principal Financial and
Accounting Officer)
/s/ John Burns* Director September 17, 1996
John Burns
/s/ Michael A. Elia* Director September 17, 1996
Michael A. Elia
_______________________ Director September 17, 1996
Anthony P. Gammie
/s/ Charles E. Lannon* Director September 17, 1996
Charles E. Lannon
* By David L. Rogers as attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Registration Rights Agreement between
Company and Selling Stockholders
(incorporated herein by reference to
Exhibit 10.14 to the Company's Registration
Statement on Form S-11 Registration
Number 33-91422, dated June 20, 1995).
5.1 Opinion of Phillips, Lytle, Hitchcock,
Blaine & Huber as to the legality of the
securities being registered.
5.2 Opinion of Hogan & Hartson L.L.P. as
to all matters of Maryland law.
23.1 Consent of Ernst & Young, LLP,
Independent Accountants.
23.2 Consent of Phillips, Lytle, Hitchcock,
Blaine & Huber (included in Exhibit 5.1 hereto).
23.3 Consent of Hogan & Harston L.L.P. (included in
Exhibit 5.2 hereto)
24.1* Powers of Attorney
* Previously filed.
<PAGE>
Exhibit 5.1
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER
3400 MARINE MIDLAND CENTER
BUFFALO, NEW YORK 14203
September 17, 1996
Sovran Self Storage, Inc.
5166 Main Street
Williamsville, New York 14221
Gentlemen:
This opinion is furnished in connection with the
registration pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), of 422,171 shares of common stock, par
value $.01 per share ("Common Stock"), of Sovran Self Storage,
Inc., a Maryland corporation (the "Company"), which shares (the
"Shares") are to be sold by certain stockholders of the Company.
In connection with rendering this opinion, we have
examined the Articles of Incorporation, as heretofore amended and
restated, and By-laws of the Company; such records of corporate
proceedings of the Company as we deemed material; a Registration
Statement on Form S-3 under the Securities Act relating to the
Shares, No. 333-10659, as amended, (the "Registration Statement")
and the prospectus contained therein, and such other
certificates, receipts, records and documents as we considered
necessary for the purposes of this opinion.
We are attorneys admitted to practice in the State of
New York. We express no opinion concerning the laws of any
jurisdiction other than the laws of the United States of America
and the State of New York. With respect to matters of Maryland
law, we have relied on the opinion of Hogan & Hartson L.L.P. of
Baltimore, Maryland.
Based upon and subject to the foregoing, we are of the
opinion that the Shares are legally issued, fully paid and
nonassessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps have
been and will be taken to comply with the requirements of the
Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our
firm under the caption "Legal Matters" in the Prospectus.
Very truly yours,
/S PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER
<PAGE>
Exhibit 5.2
HOGAN & HARTSON
L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
Tel (410) 659-2700
Fax (410) 539-6981
September 13, 1996
Phillips, Lytle, Hitchcock, Blaine & Huber
3400 Marine Midland Center
Buffalo, New York 14203
Board of Directors
Sovran Self Storage, Inc.
5166 Main Street
Williamsville, New York 14221
Ladies and Gentlemen:
We are acting as special counsel to Sovran Self
Storage, Inc., a Maryland corporation (the "Company"), in
connection with its registration statement on Form S-3, as
amended (the "Registration Statement") filed with the Securities
and Exchange Commission relating to the proposed public offering
of up to 422,171 shares of the Company's common stock, par value
$.01 per share, all of which shares (the "Shares") are to be sold
by certain stockholders of the Company. This opinion letter is
furnished to you at your request to enable the Company to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined
copies of the following documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Articles of
Incorporation, as amended, of the Company, as
certified by the Maryland State Department of
Assessments and Taxation on September 12, 1996 and
by the Secretary of the Company on the date hereof
as then being complete, accurate and in full force
and effect.
<PAGE>
HOGAN & HARTSON L.L.P.
Phillips, Lytle, Hitchcock, Blaine & Huber
Board of Directors
Sovran Self Storage, Inc.
September 13, 1996
Page 2
3. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
4. A Certificate of the Assistant Secretary of the
Company dated the date hereof, certifying certain
resolutions of the Board of Directors of the
Company, adopted on July 16, 1996, as then being
complete, accurate and in effect, relating to the
original issuance of the Shares.
In our examination of the aforesaid documents, we have
assumed the genuineness of all signatures, the legal capacity of
all natural persons, the accuracy and completeness of all
documents submitted to us, the authenticity of all original
documents and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies).
This opinion letter is given, and all statements herein are made,
in the context of the foregoing.
This opinion letter is based as to matters of law
solely on the General Corporation Law of the State of Maryland.
We express no opinion herein as to any other laws, statutes,
regulations, or ordinances.
Based upon, subject to and limited by the foregoing,
and assuming receipt by the Company of the consideration for the
Shares specified in the resolutions of the Board of Directors of
the Company relating to the original issuance of the Shares, we
are of the opinion that the Shares are validly issued, fully paid
and nonassessable under the General Corporation Law of the State
of Maryland.
We assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion letter.
This opinion letter has been prepared solely for your use in
connection with the filing of the Registration Statement on the
date of this opinion letter and should not be quoted in whole or
in part or otherwise be referred to, nor filed with or furnished
to any governmental agency or other person or entity, without the
prior written consent of this firm.
<PAGE>
HOGAN & HARTSON L.L.P.
Phillips, Lytle, Hitchcock, Blaine & Huber
Board of Directors
Sovran Self Storage, Inc.
September 13, 1996
Page 3
We hereby consent to the filing of this opinion letter
as Exhibit 5.02 to the Registration Statement and to the
reference to this firm under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3, No.
333-10659) and related Prospectus of Sovran Self Storage, Inc.
for the registration of 422,171 shares of its common stock and to
the incorporation by reference therein of our reports (a) dated
February 2, 1996, with respect to the consolidated financial
statements of Sovran Self Storage, Inc. incorporated by reference
in its Annual Report (Form 10-K) for the period ended
December 31, 1995, (b) dated February 2, 1996 on the related
financial statement schedule included therein and (c) dated
August 30, 1996 with respect to historical summaries of combined
gross revenue and direct operating expenses of the Acquisition
Facilities included in its Current Report on Form 8-K/A dated
September 3, 1996, all as filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Buffalo, New York
September 16, 1996
<PAGE>
